<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 JUNE 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 000-27913
FREEMARKETS, INC.
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C>
DELAWARE 04-3265483
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification No.)
Organization)
FREEMARKETS CENTER
210 SIXTH AVENUE
PITTSBURGH, PA 15222
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
(412) 434-0500
(Registrant's Telephone Number, Including Area Code)
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 [ ]
The number of shares of the registrant's common stock outstanding as of the
close of business on June 30, 2000 was 37,577,152.
--------------------------------------------------------------------------------
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<PAGE> 2
FREEMARKETS, INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets as of
June 30, 2000 (unaudited) and December 31,
1999.......................................... 3
Condensed Consolidated Statements of
Operations for the three and six months ended
June 30, 2000 and 1999 (unaudited)............ 4
Condensed Consolidated Statements of Cash
Flows for the six months ended June 30, 2000
and 1999 (unaudited).......................... 5
Notes to Condensed Consolidated Financial
Statements.................................... 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations................ 9
Item 3. Quantitative and Qualitative Disclosures About
Market Risk........................................ 22
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings.................................. 23
Item 4. Submission of Matters to a Vote of Security
Holders............................................ 23
Item 6. Exhibits and Reports on Form 8-K................... 24
Signature................................................... 25
</TABLE>
<PAGE> 3
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FREEMARKETS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
------------ ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ 72,401,119 $177,204,143
Short-term investments.................................... 75,838,649 33,040,205
Accounts receivable, net.................................. 19,102,078 6,887,270
Other current assets...................................... 4,745,107 1,441,111
------------ ------------
Total current assets................................... 172,086,953 218,572,729
Property and equipment, net................................. 24,652,089 12,114,672
Other assets, net........................................... 885,730 966,680
Goodwill, net............................................... 322,573,029 --
------------ ------------
Total assets........................................... $520,197,801 $231,654,081
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.......................................... $ 4,476,091 $ 4,763,795
Accrued incentive compensation............................ 5,375,208 899,410
Accrued acquisition costs................................. 4,712,550 --
Other current liabilities................................. 6,495,585 2,559,462
Current portion of long-term debt......................... 1,844,069 1,499,962
------------ ------------
Total current liabilities.............................. 22,903,503 9,722,629
Long-term debt.............................................. 3,150,181 3,277,716
------------ ------------
Total liabilities...................................... 26,053,684 13,000,345
------------ ------------
Commitments and contingencies
Stockholders' equity:
Common stock.............................................. 375,770 351,391
Additional capital........................................ 581,059,913 244,909,299
Unamortized stock-based expense........................... (92,779,893) (1,525,194)
Stock purchase warrants................................... 95,484,375 30,000
Accumulated other comprehensive loss...................... (335,317) (110,409)
Accumulated deficit....................................... (89,660,731) (25,001,351)
------------ ------------
Total stockholders' equity............................. 494,144,117 218,653,736
------------ ------------
Total liabilities and stockholders' equity............. $520,197,801 $231,654,081
============ ============
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
3
<PAGE> 4
FREEMARKETS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
--------------------------- ---------------------------
2000 1999 2000 1999
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
Revenues............................ $ 19,374,264 $ 4,183,294 $ 30,182,303 $ 7,681,999
Cost of revenues.................... 10,965,325 2,583,536 17,299,594 4,148,860
------------ ----------- ------------ -----------
Gross profit................... 8,408,939 1,599,758 12,882,709 3,533,139
------------ ----------- ------------ -----------
Operating costs:
Research and development.......... 4,794,714 805,459 7,678,740 1,360,697
Sales and marketing............... 10,122,347 1,869,365 17,542,090 2,462,461
General and administrative........ 7,880,077 2,158,092 13,046,503 3,400,736
Stock-based expense............... 4,200,150 -- 4,425,801 --
Goodwill amortization............. 29,557,633 -- 31,702,943 --
Write-off of in-process research
and development................ -- -- 7,396,853 --
------------ ----------- ------------ -----------
Total operating costs............... 56,554,921 4,832,916 81,792,930 7,223,894
------------ ----------- ------------ -----------
Operating loss................. (48,145,982) (3,233,158) (68,910,221) (3,690,755)
Other income (expense), net......... 1,623,841 (31,770) 4,250,841 (66,339)
------------ ----------- ------------ -----------
Net loss....................... $(46,522,141) $(3,264,928) $(64,659,380) $(3,757,094)
============ =========== ============ ===========
Basic and diluted earnings per
share............................. $ (1.25) $ (.23) $ (1.78) $ (.29)
============ =========== ============ ===========
Shares used in computing basic and
diluted earnings per share........ 37,320,756 14,244,454 36,409,792 13,028,751
============ =========== ============ ===========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
4
<PAGE> 5
FREEMARKETS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
----------------------------
2000 1999
------------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net loss.................................................. $ (64,659,380) $(3,757,094)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization.......................... 2,272,160 323,544
Provision for bad debts................................ 451,218 89,316
Loss on disposal of property and equipment............. 1,012,496 118,797
Stock-based expense.................................... 4,425,801 --
Goodwill amortization.................................. 31,702,943 --
Write-off of in-process research and development....... 7,396,853 --
Cash (used in) provided by changes in:
Accounts receivable.................................... (12,158,546) 53,074
Other assets........................................... (3,246,820) (354,612)
Accounts payable....................................... (2,855,922) 1,215,166
Other liabilities...................................... 7,342,098 104,625
------------- -----------
Net cash used in operating activities............. (28,317,099) (2,207,184)
------------- -----------
Cash flows from investing activities:
Acquisitions, net of cash acquired........................ (16,660,333) --
Purchases of short-term investments, net.................. (43,012,354) --
Capital expenditures, net................................. (12,228,584) (2,695,031)
Software development costs................................ (1,389,708) --
Patent and trademark costs................................ (129,515) (121,838)
------------- -----------
Net cash used in investing activities............. (73,420,494) (2,816,869)
------------- -----------
Cash flows from financing activities:
Proceeds from debt........................................ -- 3,530,197
Repayment of debt......................................... (3,653,331) (1,955,695)
Proceeds from the exercise of options and warrants........ 587,900 11,579,601
------------- -----------
Net cash (used in) provided by financing
activities...................................... (3,065,431) 13,154,103
------------- -----------
Net change in cash and cash equivalents..................... (104,803,024) 8,130,050
Cash and cash equivalents at beginning of period............ 177,204,143 1,655,932
------------- -----------
Cash and cash equivalents at end of period.................. $ 72,401,119 $ 9,785,982
============= ===========
Supplemental non-cash disclosure:
Issuance of stock and assumption of options in connection
with acquisition....................................... $ 333,593,750 --
============= ===========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
5
<PAGE> 6
FREEMARKETS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. BASIS OF PRESENTATION
The unaudited condensed consolidated financial statements have been
prepared by FreeMarkets, Inc. and Subsidiaries (the "Company") and reflect all
adjustments (all of which are normal and recurring in nature) that, in the
opinion of management, are necessary for a fair presentation of the interim
periods presented. The results of operations for the interim periods presented
are not necessarily indicative of the results to be expected for any subsequent
quarter or for the entire year ending December 31, 2000. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted in accordance with the Securities and Exchange Commission's rules and
regulations. The unaudited condensed consolidated financial statements and notes
included herein should be read in conjunction with the Company's audited
consolidated financial statements and notes for the year ended December 31,
1999, included in the Company's Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 16, 2000.
NOTE 2. EARNINGS PER SHARE
The computation of earnings per share is as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
--------------------------- ---------------------------
2000 1999 2000 1999
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
Net loss............. $(46,522,141) $(3,264,928) $(64,659,380) $(3,757,094)
Weighted average
common shares used
in computing basic
and diluted
earnings per
share.............. 37,320,756 14,244,454 36,409,792 13,028,751
Basic and diluted
earnings per
share.............. $ (1.25) $ (.23) $ (1.78) $ (.29)
</TABLE>
The following potentially dilutive common shares were excluded because
their effect was antidilutive:
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
---------------------------- --------------------------
2000 1999 2000 1999
------------ ------------ ----------- -----------
<S> <C> <C> <C> <C>
Stock options and
warrants................ 10,376,972 7,268,324 11,477,403 7,971,251
Convertible preferred
stock................... -- 13,182,545 -- 12,288,142
</TABLE>
NOTE 3. ACQUISITIONS
In March 2000, the Company acquired iMark.com, Inc. ("iMark"), a
business-to-business online marketplace for surplus equipment and inventory. The
Company issued 1,573,725 shares of its common stock and assumed 176,275 options
with an aggregate total value of $333.6 million, in exchange for all of the
outstanding shares and options of iMark. The acquisition was accounted for as a
purchase business combination, and the purchase price of $339.7 million,
including estimated transaction costs of $6.0 million, was allocated as follows:
<TABLE>
<S> <C>
Goodwill and other intangible assets........................ $336,334,000
In-process research and development......................... 7,397,000
Liabilities assumed in excess of the fair value of assets
acquired.................................................. (4,047,000)
------------
Total purchase price........................................ $339,684,000
============
</TABLE>
Goodwill and other intangible assets are being amortized on a straight-line
basis over 36 months. In-process research and development was written off as a
non-recurring charge upon consummation of the acquisition
6
<PAGE> 7
FREEMARKETS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
because those research and development efforts had not yet reached technological
feasibility and had no alternative future uses.
Also in March 2000, the Company purchased substantially all of the assets
of Surplus Record, Inc. and SR Auction, Inc. (collectively, "Surplus Record")
for $18.0 million in cash. Surplus Record consists of a directory and network of
dealers and buyers and an online surplus asset trade site for business surplus,
new and used industrial equipment, machinery and machine tools. The acquisition
was accounted for as a purchase business combination, and the excess of the
purchase price over the fair value of the net assets acquired of $17.9 million
was allocated to goodwill, which is being amortized on a straight-line basis
over 36 months.
Final allocation of the purchase price for iMark and Surplus Record is not
expected to differ significantly from the preliminary allocations and is
expected to be completed in Fiscal 2001.
The following unaudited pro forma financial information presents the
Company's results of operations as if the acquisitions of iMark and Surplus
Record occurred at the beginning of each period presented. The write-off of
in-process research and development has been excluded because it is
non-recurring. The unaudited pro forma financial information does not
necessarily reflect the results of operations that would have occurred had the
Company, iMark and Surplus Record constituted a single entity during such
periods.
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
------------------------------------
2000 1999
------------ ------------
(UNAUDITED)
<S> <C> <C>
Revenues............................ $ 31,003,916 $ 9,252,797
Goodwill amortization............... (59,018,406) (58,921,546)
Net loss............................ (91,218,250) (63,134,329)
Basic and diluted earnings per
share............................. (2.40) (4.32)
</TABLE>
NOTE 4. COMPREHENSIVE INCOME OR LOSS
Other comprehensive loss includes the net effect of foreign currency
translation adjustments and unrealized gains or losses on short-term
investments. Including the net loss from the condensed consolidated statements
of operations, comprehensive loss was $46.6 million, $3.3 million, $64.9 million
and $3.8 million for the three and six months ended June 30, 2000 and 1999,
respectively.
NOTE 5. SEGMENT REPORT
Operating segments are defined as components of an enterprise about which
separate financial information is available that is evaluated regularly by the
chief operating decision maker in deciding how to allocate resources and in
assessing performance. The Company operates in one segment, business-to-business
electronic commerce. The Company markets its services in the United States and
in foreign countries through its sales personnel and its subsidiaries.
Revenues are attributed to countries based on the location of the Company's
customers. For the three and six months ended June 30, 2000 and 1999, over 90%
of the Company's revenues and assets were derived from its operations within the
United States.
NOTE 6. SECURITIES CLASS ACTION COMPLAINT
Ten securities fraud class action complaints have been filed against the
Company and three executive officers in federal court in Pittsburgh,
Pennsylvania. The complaints allege that the Company and the other defendants
violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 because
they allegedly knew that
7
<PAGE> 8
FREEMARKETS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
General Motors Corporation would terminate its contract with the Company by the
first quarter of 2000 and allegedly concealed this information.
By order dated February 29, 2000, the court consolidated all of the cases
into a single proceeding. On April 29, 2000, the lead plaintiffs filed a
consolidated amended complaint which supersedes all of the earlier-filed
complaints. The consolidated amended complaint contains the same allegations as
those asserted in the earlier complaints. The Company and the individual
defendants have filed a motion seeking dismissal of the case on the ground that
the allegations of the consolidated amended complaint are, as a matter of law,
insufficient to warrant discovery and trial of the plaintiffs' claim. The motion
has been fully briefed by the parties and awaits a decision by the court. The
Company and the individual defendants believe that the plaintiffs' allegations
are completely without merit and they intend to vigorously defend the
litigation.
NOTE 7. WARRANTS
In April 2000, the Company entered into a five-year agreement with Visteon
Corporation ("Visteon"). Under the terms of the agreement, Visteon will pay the
Company a fixed monthly fee for access to its business-to-business eMarketplace.
In connection with entering into this agreement, the Company issued a warrant to
Visteon, with an exercise price of $.01 per share, to purchase 1,750,000 shares
of the Company's common stock, which resulted in total stock-based expense of
$95.5 million amortized on a straight-line basis over five years, beginning in
the quarter ended June 30, 2000.
8
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis of our financial condition and
results of operations should be read in conjunction with our condensed
consolidated financial statements and related notes contained in this Quarterly
Report on Form 10-Q ("Form 10-Q").
Certain statements contained in this Form 10-Q, other securities filings,
press releases, interviews and other public statements that are not historical
facts, including those statements that refer to our plans, prospects,
expectations, strategies, intentions, hopes and beliefs, constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. You should not place undue reliance on these
forward-looking statements. These statements involve risks, uncertainties and
other factors, including those described below and elsewhere in this Form 10-Q,
that may cause our actual results to differ materially from any expressed or
implied by these forward-looking statements. We assume no obligation to update
these forward-looking statements as circumstances change in the future. In some
cases, you can identify forward-looking statements by terminology such as "may",
"will", "should", "expects", "plans", "anticipates", "believes", "estimates",
"predicts", "potential", "continue", or the negative of these terms or other
comparable terminology.
OVERVIEW
FreeMarkets creates business-to-business online auctions for buyers of
industrial parts, raw materials, commodities and services. We have executed over
5,000 online auctions for more than $7.6 billion worth of goods and services to
date, and created potential estimated savings of nearly $1.5 billion for our
customers. Since 1995, we have created online auctions for products in more than
130 supply verticals, and more than 5,600 suppliers from over 50 countries have
participated in our auctions.
DETERMINATION OF AUCTION VOLUME AND ACHIEVABLE SAVINGS
We believe that one indicator of our market acceptance is the dollar volume
of materials, commodities and services that we auction for our customers. We
measure this auction volume by multiplying the lowest bid price per unit in each
auction by the estimated number of units that our customer expects to purchase.
When our customers specify multi-year purchases in a request for quotation, we
calculate auction volume for the estimated term.
Auction volume does not necessarily correlate with either our revenues or
our operating results in any particular period due to the seasonality of our
customers' purchasing needs, the timing of the addition of new customers, the
length of the customer contracts and the industry in which the auctioned items
will be used. We believe that auction volume may be correlated with revenues and
operating results over periods of one year or longer; however, because of our
limited operating history, a strong correlation has not yet been demonstrated.
Moreover, auction volume has varied in the past, and we expect it to vary in the
future. The following table sets forth our auction volume for the periods
indicated:
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
---------------- ----------------
2000 1999 2000 1999
------ ---- ------ ----
(IN MILLIONS)
<S> <C> <C> <C> <C>
Auction volume................... 2,189 412 3,544 632
</TABLE>
We believe that the savings achievable by customers through our auctions is
an indicator of the effectiveness of our auction services. To estimate these
savings, we compare the last price paid by our customer for the auctioned items
against the lowest bid price for those items in our auction. Actual savings that
our customers achieve may not equal these estimates because our customer may not
select the lowest bid price, the parties may agree to change price terms after
our auction or our customer may not actually buy all or any of the auctioned
items.
9
<PAGE> 10
Some of our agreements with customers provide for incentive compensation
based on auction volume and/or savings. These agreements may define auction
volume or savings differently than the methods we use to calculate auction
volume and savings.
REVENUES
We generate revenues under service agreements with our customers. Our
service agreements typically provide us with revenues from fixed monthly fees,
and may also include performance incentive payments, based on volume and/or
savings. The revenue structure in a particular service agreement may vary,
depending upon the needs of our customer and the conventional practices in the
supply market where our customer obtains its materials, commodities or services.
The monthly fees that we receive are for the use of our technology, supplier and
supply market information, market making and market operations staff and
facilities. Negotiated monthly fees vary by customer, and reflect both the
anticipated auction volume and the staffing, expertise and technology we
anticipate committing to complete the services requested by our customers. For
the three and six month periods ended June 30, 2000 and 1999, fixed monthly fees
constituted a majority of our revenues, and we expect that these monthly fees
will continue to constitute a majority of our revenues. We recognize revenues
from our fixed monthly fees ratably as we provide services. Our agreements range
in length from a few months to as many as five years. At any given time, we have
agreements of varying lengths with staggered expirations. Our service agreements
generally permit early termination by our customers without penalty.
Some of our agreements include performance incentive payments that are
contingent upon our customer achieving specific auction volume and/or savings,
as set forth in the respective agreements. We recognize these revenues as the
thresholds are achieved. The majority of our agreements entered into since
January 1999 include incentive payment provisions. We expect that as our auction
volume grows, the revenues attributable to these incentive payments will also
grow over time in terms of absolute dollars but not necessarily as a percentage
of revenues.
LIMITED OPERATING HISTORY
Our limited operating history makes predicting future operating results
very difficult. We believe that you should not rely on the period-to-period
comparison of our operating results to predict our future performance. You must
consider our prospects in light of the risks, expenses and difficulties
encountered by companies in new and rapidly evolving markets. We may not be
successful in addressing these risks and difficulties. Although we have
experienced significant percentage growth in revenues in recent periods, we may
not be able to sustain our prior growth rates. Our prior growth may not be
indicative of future operating results.
CUSTOMER CONCENTRATION
We depend on Visteon Corporation ("Visteon") and United Technologies
Corporation ("United Technologies") for a material portion of our revenues.
United Technologies represented 9% and 12% of our revenues during the three and
six months ended June 30, 2000 and 43% and 47% of our revenues during the three
and six months ended June 30, 1999. In April 2000, we entered into a five-year
agreement with Visteon that provides for a fixed monthly payment stream larger
than any other current customer contract. Visteon represented 12% and 8% of our
revenues during the three and six months ended June 30, 2000. We anticipate that
we will continue to diversify our base of customers by adding new customers and
increasing sales to existing customers, and that the percentage of total
revenues we derive from United Technologies and Visteon will decrease.
RESULTS OF OPERATIONS
Net loss for the three and six months ended June 30, 2000 was $46.5 and
$64.7 million or $1.25 and $1.78 per diluted share. Excluding stock-based
expense and non-cash acquisition-related charges for goodwill amortization and
the write-off of in-process research and development, net loss for the three and
six months was $12.8 and $21.1 million, or $.34 and $.58 per diluted share.
Exclusive of non-cash acquisition-related charges, the impact of the
acquisitions of iMark and Surplus Record was not material to the Company's
results of operations for the three and six months ended June 30, 2000. Net loss
for the three and six months ended June 30, 1999 was
10
<PAGE> 11
$3.3 and $3.8 million, or $.23 and $.29 per diluted share. The following table
sets forth condensed consolidated statement of operations data as a percentage
of revenues for the periods indicated:
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
ENDED ENDED
JUNE 30, JUNE 30,
------------ ------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues.................................................... 100% 100% 100% 100%
Cost of revenues............................................ 57 62 57 54
---- --- ---- ---
Gross profit........................................... 43 38 43 46
Operating costs:
Research and development.................................. 25 19 25 18
Sales and marketing....................................... 52 45 58 32
General and administrative................................ 41 51 43 44
Stock-based expense....................................... 22 -- 15 --
Goodwill amortization..................................... 151 -- 105 --
Write-off of in-process research and development.......... -- -- 25 --
---- --- ---- ---
Operating loss......................................... (248) (77) (228) (48)
Other income (expense), net................................. 8 (1) 14 (1)
---- --- ---- ---
Net loss............................................... (240%) (78%) (214%) (49%)
==== === ==== ===
</TABLE>
THREE AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999
All references to "Q2 2000" and "Q2 1999" are for the three months ended
June 30, 2000 and 1999, respectively. All references to "Six Months 2000" and
"Six Months 1999" are for the six months ended June 30, 2000 and 1999,
respectively.
REVENUES
Revenues increased 363% from $4.2 million in Q2 1999 to $19.4 million in Q2
2000 and by 293% from $7.7 million in Six Months 1999 to $30.2 million in Six
Months 2000. The increase in revenues is primarily attributable to an increased
number of new customers for which we conducted auctions, as well as increased
use of our services by existing customers. The number of customers served
increased from 13 in Q2 1999 to 64 in Q2 2000. One additional indicator of our
market acceptance is the estimated dollar volume of materials, commodities and
services that we auction for our customers. Auction volume increased from $412.0
million in Q2 1999 to $2.2 billion in Q2 2000 and from $632.0 million in Six
Months 1999 to $3.5 billion in Six Months 2000.
COST OF REVENUES
Cost of revenue increased from $2.6 million in Q2 1999 to $11.0 million in
Q2 2000 and from $4.1 million in Six Months 1999 to $17.3 million in Six Months
2000. As a percentage of revenues, cost of revenues decreased from 62% in Q2
1999 to 57% in Q2 2000 and increased from 54% in Six Months 1999 to 57% in Six
Months 2000. The increase in absolute dollar amounts from Q2 1999 to Q2 2000 and
Six Months 1999 to Six Months 2000 and the increase as a percentage of revenue
from Six Months 1999 to Six Months 2000 reflect an increase in the number of
market making staff and the increased cost of our operations due to the
expansion of our office space and our services into international locations.
The decrease in cost of revenues as a percentage of revenues from Q2 1999
to Q2 2000 is primarily the result of increased staff productivity, as our
personnel became more specialized in various market making activities. Also, we
have attained some operating efficiencies from our investments in information
tools to automate portions of our market making process. Although we will
continue to invest in the growth of our business, we expect gross margins to
increase in the future.
11
<PAGE> 12
The decrease in cost of revenues as a percentage of revenues from Q2 1999
to Q2 2000 was partially offset by our rapid growth in the number of customers
served from 13 in Q2 1999 to 64 in Q2 2000, many of which enter into short-term
agreements with us initially in order to try our services before committing to
longer-term relationships. Generally, we invest a significant amount of time and
resources early in a customer relationship. Therefore, our gross margins are
typically lower in the early stages of a customer relationship.
OPERATING COSTS
RESEARCH AND DEVELOPMENT. Research and development costs increased from
$805,000, or 19% of revenues in Q2 1999, to $4.8 million, or 25% of revenues in
Q2 2000, and from $1.4 million, or 18% of revenues in Six Months 1999, to $7.7
million, or 25% of revenues in Six Months 2000. The increase both in absolute
dollars and as a percentage of revenues relates primarily to an increase in the
number of research and development staff and associated costs for the continued
development of our BidWare software and other market making technology. We
expect to increase our research and development costs in absolute dollars in
future periods to invest in new technology for future product and service
offerings and to adapt and add features to our existing technology. We
anticipate these costs may increase as a percentage of revenue in the short term
but will decrease over longer periods.
SALES AND MARKETING. Sales and marketing costs increased from $1.9 million,
or 45% of revenues in Q2 1999, to $10.1 million, or 52% of revenues in Q2 2000,
and from $2.5 million, or 32% of revenues in Six Months 1999, to $17.5 million,
or 58% of revenues in Six Months 2000. The increase both in absolute dollars and
as a percentage of revenues reflects a significant ramp-up in sales and
marketing staff, public relations costs, trade shows and advertising as we
pursued our brand and business development strategy and accelerated our spending
on potential future growth. As a result, sales and marketing costs in 2000
include certain costs not incurred in 1999, such as those for advertising in
professional trade magazines, airport advertising and other promotions. We
expect to continue to increase our sales and marketing costs in absolute dollars
in future periods to promote our brand, to pursue our business development
strategy and to increase the size of our sales force. We anticipate these costs
may increase as a percentage of revenue in the short term but will decrease over
longer periods.
GENERAL AND ADMINISTRATIVE. General and administrative costs increased from
$2.2 million in Q2 1999, to $7.9 million in Q2 2000 and from $3.4 million in Six
Months 1999 to $13.0 million in Six Months 2000. As a percentage of revenues,
general and administrative costs decreased from 52% in Q2 1999 to 41% in Q2 2000
and from 44% in Six Months 1999 to 43% in Six Months 2000. The increase in
absolute dollars is primarily attributable to the addition of personnel to our
general and administrative staff in the areas of technical operations, human
resources, legal, finance and facilities management. The increase is also
attributable to our continued investment in the infrastructure of our
international subsidiaries. We expect that general and administrative costs will
continue to increase in absolute dollars in future periods as we continue to add
staff and infrastructure to support our expected domestic and international
business growth and bear the increased costs associated with being a public
company. We anticipate these costs may increase as a percentage of revenue in
the short term but will decrease over longer periods.
STOCK-BASED EXPENSE. The Company recorded $2.0 million of unearned
stock-based compensation related to employee stock options granted in June and
July 1999. In Q2 2000 and Six Months 2000, $226,000 and $451,000, respectively,
were amortized related to these grants. The Company also recorded $95.0 million
of unearned stock-based expense related to a warrant granted to a customer in
April 2000. In Q2 2000, $3.9 million was amortized related to the warrant. The
Company also recorded $196,000 of unearned stock-based expense related to stock
options granted to a non-employee in April 2000. In Q2 2000, $49,000 was
amortized related to this grant.
GOODWILL AMORTIZATION. In connection with our acquisitions of iMark and
Surplus Record in March 2000, we recorded goodwill of $354.2 million, of which
$29.6 million and $31.7 million was amortized in Q2 2000 and Six Months 2000. We
expect quarterly goodwill amortization related to these acquisitions to be $29.6
million over the next three years.
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WRITE-OFF OF IN-PROCESS RESEARCH AND DEVELOPMENT. Also in connection with
our acquisition of iMark in March 2000, we recorded a one-time write-off of
in-process research and development of $7.4 million.
OTHER INCOME (EXPENSE), NET
Other expense was $32,000 in Q2 1999 compared to income of $1.6 million in
Q2 2000 and $66,000 in Six Months 1999 compared to income of $4.3 million in Six
Months 2000. The increase was primarily attributable to increased interest
income from the investment of proceeds from our initial public offering in
December 1999 into interest-bearing, investment grade securities.
LIQUIDITY AND CAPITAL RESOURCES
We have historically satisfied our cash requirements primarily through a
combination of revenues, equity financing transactions and bank borrowings. In
December 1999, we closed our initial public offering, which resulted in net
proceeds of $182.2 million. As of June 30, 2000, we had cash and cash
equivalents of $72.4 million, short-term investments of $76.0 million and
working capital of $149.2 million.
Net cash used in operating activities totaled $2.2 million in Six Months
1999 and $28.3 million in Six Months 2000. The use of cash in Six Months 2000
related primarily to the operating loss generated by our investment in the
growth of our business, including an increase in personnel from 239 as of June
30, 1999 to 648 as of June 30, 2000. In addition, in March 1999, we began
leasing a significantly larger corporate headquarters facility. The lease, which
runs through May 2010, currently requires an annual lease payment of $2.2
million. Our lease payments will grow as we take additional office space.
Net cash used in investing activities totaled $2.8 million in Six Months
1999 and $73.4 million in Six Months 2000. Our use of cash in investing
activities in Six Months 1999 and Six Months 2000 resulted primarily from our
continued additions to and upgrade of computing and telecommunications
equipment. Also in Six Months 2000, we used $43.0 million to purchase short-term
investments and $16.7 million related to acquisitions that closed in March 2000.
Net cash provided by financing activities totaled $13.2 million in Six
Months 1999, while net cash used in financing activities totaled $3.1 million in
Six Months 2000. The positive financing cash flows in Six Months 1999 primarily
reflect the net proceeds from bank borrowings and from the exercise of stock
options and warrants. In Six Months 2000, our negative financing cash flows
primarily related to the repayment of iMark debt assumed in the acquisition.
We currently have in place a $10.0 million bank credit facility, consisting
of a $5.0 million revolving line of credit, of which $4.7 million was available
as of June 30, 2000, and two equipment loans totaling $5.0 million, of which
$4.2 million was outstanding as of June 30, 2000. The line of credit and
equipment loans bear interest at the lender's prime rate. The line of credit
expires in October 2000, and the equipment loans are payable over 36-month terms
expiring in August 2002 and March 2003.
Our bank credit facility contains restrictive covenants, including a
limitation on incurring additional indebtedness and paying dividends. We are
also required to satisfy minimum tangible net worth and current and debt service
ratios each month. We have pledged substantially all of our tangible assets as
collateral for the bank credit facility.
Capital expenditures were $2.7 million in Six Months 1999 and $12.2 million
in Six Months 2000. Capital expenditures over these periods were primarily made
to purchase computer and telecommunications equipment and for furnishings in our
new corporate headquarters and other offices, as well as for expansion of our
network and server capacity. In Six Months 2000, we have been implementing an
enterprise resource planning ("ERP") package that will more fully integrate our
financial systems and other operational reporting. We anticipate this system
will be in place by Q4 2000. We funded these capital expenditures through a
combination of sales of our equity securities and bank borrowings. We intend to
fund future capital expenditures through a combination of proceeds from our
initial public offering and bank borrowings. We anticipate an increase in our
capital expenditures over future periods consistent with growth in our
operations, infrastructure and personnel.
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We expect to experience significant growth in our operating costs for the
foreseeable future in order to execute our business plan, particularly in the
areas of research and development and sales and marketing. We also expect to
open new domestic and international offices in order to support the needs of our
existing and anticipated clients. As a result, we estimate that these operating
costs, as well as other planned expenditures, will constitute a significant use
of our cash resources. In addition, we may use cash resources to fund
acquisitions of complementary businesses and technologies. We believe that our
current cash resources will be sufficient to meet our working capital and
capital expenditures for at least the next 12 to 18 months. Thereafter, we may
find it necessary to obtain additional equity or debt financing. In the event
that additional financing is required, we may not be able to raise it on terms
acceptable to us, if at all.
YEAR 2000 ISSUES
We have dedicated resources over the past year to address the potential
hardware, software and other computer and technology issues and related concerns
associated with the transition to the Year 2000 and to confirm that our service
providers took similar measurers. As a result of those efforts, we have not
experienced any material disruptions in our operations in connection with the
transition to the Year 2000.
RECENT EVENTS
In April 2000, we entered into a five-year agreement with Visteon
Corporation. Under the terms of the agreement, Visteon will pay us a fixed
monthly fee, which is larger than any other current customer contract, for
access to our business-to-business eMarketplace. In connection with entering
into this agreement, we issued a warrant to Visteon, with an exercise price of
$.01 per share, to purchase 1,750,000 shares of our common stock, which will
result in total stock-based expense of $95.5 million amortized on a
straight-line basis over five years, beginning in the quarter ended June 30,
2000.
RECENT ACCOUNTING PRONOUNCEMENT
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities". SFAS No. 133,
which is effective, as amended, for all quarters in fiscal years beginning after
June 15, 2000, establishes accounting and reporting standards for derivative
financial instruments and hedging activities related to those instruments, as
well as other hedging activities. We do not expect the adoption of this standard
to have a significant impact on our consolidated financial statements.
In December 1999, the Securities and Exchange Commission (the "Commission")
issued Staff Accounting Bulletin ("SAB") no. 101, "Revenue Recognition in
Financial Statements." SAB No. 101 provides guidance on the recognition,
presentation and disclosure of revenue in financial statements filed with the
Commission. SAB No. 101 outlines the basic criteria that must be met to
recognize revenue and provides guidance for disclosure related to revenue
recognition policies. Management believes that the impact of SAB No. 101, which
will be effective in the fourth quarter of Fiscal 2001, will not have a
significant impact on our consolidated financial statements.
ADDITIONAL FACTORS THAT MAY AFFECT FUTURE RESULTS
Set forth below and elsewhere in this Form 10-Q and in the other documents
we file with the Securities and Exchange Commission are risks and uncertainties
that could cause actual results to differ materially from the results
contemplated by the forward-looking statements contained in this Form 10-Q.
OUR QUARTERLY OPERATING RESULTS ARE VOLATILE AND DIFFICULT TO PREDICT; IF WE
FAIL TO MEET THE EXPECTATIONS OF PUBLIC MARKET ANALYSTS OR INVESTORS, THE MARKET
PRICE OF OUR COMMON STOCK MAY DECLINE
Our quarterly operating results have varied significantly in the past, are
prone to significant fluctuations and will likely vary significantly in the
future. We believe that quarter-to-quarter comparisons of our results of
operations are not meaningful, and you should not rely upon them as indicators
of future performance. Our operating results will likely fall below the
expectations of securities analysts or investors in some future quarter or
quarters. As a result, the price of our common stock may fall.
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Our quarterly revenues often fluctuate because we depend on a relatively
small number of customers. We recognize a portion of our revenues from service
agreements on a monthly basis as we provide services; the remainder may be
contingent on successfully achieving agreed-upon volume and savings objectives.
As a result, our quarterly operating results may continue to fluctuate
significantly based on the size and timing of monthly fees and based on any
contingent compensation we earn.
OUR INDUSTRY IS HIGHLY COMPETITIVE AND HAS LOW BARRIERS TO ENTRY, AND WE CANNOT
ASSURE YOU THAT WE WILL BE ABLE TO COMPETE EFFECTIVELY
The market for business-to-business electronic commerce products and
services is intensely competitive. If we cannot compete successfully, our
business will suffer reduced revenues and net income. As one of a number of
companies providing services or products to the market for business-to-business
electronic commerce, we face the risk that existing and potential customers may
choose to purchase competitors' services. If they do, then our revenues and net
income will be reduced. Given that barriers to entry are low, we expect
competition to intensify as new competitors enter the market.
Furthermore, in recent months, many industrial companies have announced
their intentions to establish their own business-to-business exchanges. Our
current customers or prospective customers may also establish their own
exchanges. These exchanges may provide auction functionality and other services
similar to ours and may diminish the need for our services. While we do not know
the effect that these exchanges may have on the market for online auction
services, it is possible that the existence of these exchanges, or even the
anticipated existence of planned exchanges, may result in our losing customers
and revenue and may impair our ability to grow our business.
WE HAVE EXPERIENCED REVENUE CONCENTRATION IN THE PAST; THE LOSS OF OUR LARGEST
CUSTOMERS WOULD REDUCE OUR REVENUES AND NET INCOME AND COULD CAUSE OUR STOCK
PRICE TO FALL
We depend on Visteon and United Technologies for a material portion of our
revenues. Revenue concentration from United Technologies was 9% in Q2 2000 and
43% in Q2 1999. We may not be able to keep United Technologies as a client in
the future. Our agreement with United Technologies expires in December 2000.
United Technologies may decline to renew the agreement or may terminate it prior
to its expiration upon 30 days' notice. The loss of United Technologies would
diminish our revenues and operating results.
In April 2000 we entered into a five-year agreement with Visteon that
provides for a fixed monthly payment stream larger than any other current
customer contract. Although this agreement is not cancelable, it may be
terminated, subject to cure periods, in the event of a breach. Any termination
of our agreement with Visteon, whether or not permitted by the terms of the
agreement, would diminish our revenues and operating results. Revenue
concentration from Visteon was 12% in Q2 2000.
In the past, we had relied upon General Motors for a material portion of
our revenues. In Q2 1999, revenue concentration from General Motors was 17%,
although in Q2 2000, the percentage had decreased to 1%. In January 2000,
General Motors notified us that it was exercising its right to terminate its
agreement on 90 days' notice, and the termination of this agreement became
effective in April 2000. Our announcement of General Motors' notification to us,
which we made immediately upon receiving notification from General Motors of its
intention to terminate, caused a significant decrease in our stock price. Loss
of any other significant clients could cause a similar decrease in our stock
price.
THE INTEGRATION OF OUR RECENT ACQUISITIONS MAY INTERFERE WITH OUR OPERATIONS
We recently consummated the acquisitions of iMark.com, Inc., Surplus
Record, Inc. and SR Auction, Inc. We must integrate these entities, employees
and business operations with ours. Certain risks we face in this integration
include:
- the diversion of management's attention to the assimilation of the new
employees and operations;
- difficulties in realizing potential operating synergies;
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- retention of new employees;
- challenges in achieving growth in these entities' businesses; and
- potential adverse effects on operating results.
If we fail to complete the integration of these acquired businesses
effectively and efficiently, our business and prospects may suffer.
WE MAY ACQUIRE OTHER BUSINESSES OR TECHNOLOGIES; IF WE DO, WE MAY BE UNABLE TO
INTEGRATE THEM WITH OUR BUSINESS, OR WE MAY IMPAIR OUR FINANCIAL PERFORMANCE
If appropriate opportunities present themselves, we may acquire additional
businesses, technologies, services or products that we believe are strategic,
and any such acquisitions may be material in size. We may not be able to
identify, negotiate or finance any future acquisition successfully. Even if we
do succeed in acquiring a business, technology, service or product, we have
limited experience in integrating an acquisition into our business. The process
of integration may produce unforeseen operating difficulties and expenditures
and may absorb significant attention of our management that would otherwise be
available for the ongoing development of our business. Moreover, we may never
achieve any of the benefits that we might anticipate from a future acquisition.
If we make future acquisitions, we may issue shares of stock that dilute other
stockholders, incur debt, assume contingent liabilities or create additional
expenses related to amortizing goodwill and other intangible assets, any of
which might harm our financial results and cause our stock price to decline. Any
financing that we might need for future acquisitions may only be available to us
on terms that restrict our business or that impose costs that reduce our net
income or increase our losses.
WE USE SIGNIFICANTLY MORE CASH THAN WE GENERATE
Since our inception, our operating and investing activities have used more
cash than they have generated. Because we will continue to need substantial
amounts of working capital to fund the growth of our business, we expect to
continue to experience significant negative operating and investing cash flows
for the foreseeable future. We may need to raise additional capital in the
future to meet our operating and investing cash requirements. We may not be able
to find additional financing, if required, on favorable terms or at all. If we
raise additional funds through the issuance of equity, equity-related or debt
securities, these securities may have rights, preferences or privileges senior
to those of the rights of our common stock, and our stockholders may experience
additional dilution to their equity ownership.
WE ANTICIPATE FUTURE LOSSES
We experienced losses for the partial year 1995 and in 1996 and 1997. We
achieved a modest profit in 1998, but incurred losses in 1999 and the Six Months
2000 as a result of our efforts to invest in the actual and anticipated growth
of our business. Our profitability will depend on whether we can increase
revenues while controlling expenses. We may not achieve profitability in the
future, or sustain any future profitability.
CUSTOMERS MAY NOT PURCHASE OUR SERVICES IF WE ARE UNABLE TO GENERATE SIGNIFICANT
SAVINGS
If our online auction services increase the efficiency of any particular
supply market, the future likelihood of significant savings to our customers in
that market may decrease. Factors beyond our control may limit our ability to
generate savings. If the magnitude of savings in particular product categories
decreases, we may have difficulty in the future selling our auction services to
buyers in those markets, or attracting willing suppliers in other markets,
either of which will reduce our revenues and net income.
OUR SPENDING ON INCREASED CAPACITY PRECEDES OUR RECEIPT OF REVENUES; THIS COULD
CAUSE OUR GROSS MARGINS TO BE VOLATILE
We must hire personnel, acquire equipment and expand our facilities in
anticipation of receiving revenues in future periods. Because many of our
expenses for these activities are components of our cost of revenues, our gross
margins could be volatile.
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WE MAY NOT BE ABLE TO ADJUST OUR SPENDING QUICKLY; IF WE CANNOT, THEN OUR NET
INCOME WILL BE REDUCED
We plan to increase expenditures for our sales and marketing efforts,
development of new technology, capital improvements to our facilities and
improvement of our operational and financial systems. The historical financial
information upon which we can base our planned operating costs and capital
expenditures is very limited and may not be meaningful. Our planned expense
levels are relatively fixed in the short term and are based on our anticipation
of future revenues. We may not be able to forecast revenues accurately due to
our limited operating history. If we fail to predict revenues accurately in
relation to our planned expense levels, then we may be unable to adjust our
costs in a timely manner in response to lower-than-expected revenues, and our
net income will be negatively affected.
WE MAY NOT BE ABLE TO HIRE OR RETAIN QUALIFIED STAFF
If we cannot attract and retain adequate qualified and skilled staff, the
growth of our business may be limited. Our ability to provide services to
customers and grow our business depends, in part, on our ability to attract and
retain staff with college and graduate degrees as well as professional
experiences that are relevant for market making, technology development and
other functions we perform. Competition for personnel with these skill sets is
intense. Some technical job categories are under conditions of severe shortage
in the United States. In addition, restrictive immigration quotas could prevent
us from recruiting skilled staff from outside the United States. We may not be
able to recruit or retain the caliber of staff required to carry out essential
functions at the pace necessary to sustain or grow our business.
THE CAPACITY CONSTRAINTS OF OUR PERSONNEL AND TECHNOLOGY RESOURCES MAY LIMIT OUR
GROWTH
If we are unable to undertake new business due to a shortage of staff or
technology resources, our growth will be impeded. Our customers are typically
large enterprises. At times, these customers ask us to pursue projects that put
a strain on our resources, both in terms of people and technology. At the same
time, penetration of new product categories often requires that we build up a
significant database of new information. This, too, often requires a substantial
amount of time from our market making staff. If our staff does not have the time
to find and assimilate this new information, we may not be able to extend our
services to new product categories. Therefore, there may be times when our
opportunities for revenue growth may be limited by the capacity of our internal
resources rather than by the absence of market demand.
FAILURE TO MANAGE OUR GROWTH COULD REDUCE OUR REVENUES OR NET INCOME
Rapid expansion strains our infrastructure, management, internal controls
and financial systems. We may not be able to effectively manage our present
growth or any future expansion. We have recently experienced significant growth,
with our revenues for Q2 2000 increasing 363% compared to Q2 1999. To support
our growth, we have hired the majority of our employees within the last year.
This rapid growth has also strained our ability to integrate and properly train
our new employees. Inadequate integration and training of our employees may
result in underutilization of our workforce and may reduce our revenues or net
income.
OUR SALES CYCLE IS LONG AND UNCERTAIN AND MAY NOT RESULT IN REVENUES; FACTORS
OUTSIDE OF OUR CONTROL MAY AFFECT THE DECISION TO PURCHASE OUR SERVICES
Our sales cycle is long, typically taking from one to six months from
initial customer contact until we sign a contract. Not every potential customer
that we solicit actually purchases our services. Because we offer a new method
of industrial purchasing, we must educate potential customers on the use and
benefits of our services. We need to spend a significant amount of time with
multiple decision makers in a prospective customer's organization to sell our
services. Other factors that contribute to the length and uncertainty of our
sales cycle and that may reduce the likelihood that customers will purchase our
services include:
- budgeting constraints;
- incentive structures that do not reward decision makers for savings
achieved through cost-cutting;
- the strength of pre-existing supplier relationships;
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- competition from other providers of online auction and electronic
procurement services; and
- an aversion to new purchasing methods.
If we are unable to enter into service agreements with customers on a
consistent basis, then our business may suffer from diminished revenues.
IF OUR SHORT-TERM SERVICE AGREEMENTS DO NOT LEAD TO LONG-TERM SERVICE
AGREEMENTS, OUR BUSINESS MAY NOT BE PROFITABLE
Frequently, we begin a relationship with a new customer by entering into a
short-term service agreement that we hope will lead to a long-term service
agreement. Failure to move a sufficient number of customers from short-term to
long-term service agreements would hurt our operating results. Our initial
agreement with a customer usually involves a period of trial and evaluation with
relatively small volume auctions. This initial period, in which we learn about
our customer's business and its related product categories and educate our
customer about the best use of our services for its organization, requires a
very significant expenditure of our time and resources. A subsequent longer-term
service agreement often involves more frequent and larger volume auctions.
Customers may decide not to enter into a long-term service agreement with us, or
may delay entering into such an agreement until a later time. Because we invest
a significant amount of time and resources early in a customer relationship, our
gross margins are typically lower at the outset of a relationship than the
margins we may achieve later. Further, we may be diverting personnel from
higher-margin opportunities to develop a new relationship, without any assurance
that the new relationship will endure.
FACTORS OUTSIDE OUR CONTROL COULD RESULT IN DISAPPOINTING AUCTION RESULTS;
DISAPPOINTED CUSTOMERS MAY CANCEL OR FAIL TO RENEW THEIR AGREEMENTS WITH US
The actual savings achieved in any given auction vary widely and depend
upon many factors outside of our control. These factors include:
- the current state of supply and demand in the supply market for the
products being auctioned;
- the past performance of our customer's purchasing organization in
negotiating favorable terms with suppliers;
- the willingness of a sufficient number of qualified suppliers to bid for
business using our auction services;
- reductions in the number of suppliers in particular markets due to
mergers, acquisitions or suppliers exiting from supply industries; and
- seasonal and cyclical trends that influence all industrial purchasing
decision making.
Because factors outside of our control affect a customer's perception of
the value of our services, customers may cancel our service agreements or choose
not to renew them, even if we have performed well. Any non-renewal or
cancellation of service agreements may reduce our revenues and net income.
FAILURES OF HARDWARE SYSTEMS OR SOFTWARE COULD UNDERMINE OUR CUSTOMERS'
CONFIDENCE IN OUR RELIABILITY
A significant disruption in our online auction service could seriously
undermine our customers' confidence in our business. Our customers hold us to a
high standard of reliability and performance. From time to time, we have
experienced service interruptions during online auctions, with the most
significant being a breakdown in the computer network over which our auctions
are conducted. This computer network is provided to us by an outside vendor, and
this kind of interruption may occur in the future. During these disruptions,
participants may lose their online connection or we may not receive their bids
in a timely manner. Any interruptions in our service may undermine actual and
potential customers' confidence in the reliability of our business.
Conducting an online auction requires the successful technical operation of
an entire chain of software, hardware and telecommunications equipment. This
chain includes our BidWare software, the personal computers and network
connections of bidders, our network servers, operating systems, databases and
networking
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equipment such as routers. A failure of any element in this chain can partially
or completely disrupt an online auction.
Some of the elements set forth above are not within our control, such as
Internet connectivity and software, hardware and telecommunications equipment we
purchase from others. We frequently have auction participants from outside North
America who may use older or inferior technologies, which may not operate
properly. In addition, hardware and software are potentially vulnerable to
interruption from power failures, telecommunications outages, network service
outages and disruptions, natural disasters, and vandalism and other misconduct.
Our business interruption insurance would not compensate us fully for any losses
that may result from these disruptions.
THE LOSS OF OUR KEY EXECUTIVES WOULD DISRUPT OUR BUSINESS
None of our executive officers or other key employees is bound by an
employment agreement. We rely on the leadership and vision of key members of our
senior management team and the loss of any of these executives could disrupt the
Company's growth.
IF WE FAIL TO CONTINUALLY IMPROVE OUR TECHNOLOGY, OUR BUSINESS WILL SUFFER
Our services and the business-to-business electronic commerce market are
characterized by rapidly changing technologies and frequent new product and
service introductions. We may fail to introduce new online auction technology on
a timely basis or at all. If we fail to introduce new technology or to improve
our existing technology in response to industry developments, we could
experience frustration from our customers that could lead to a loss of revenues.
Our online auction technology is complex, and accordingly may contain
undetected errors or defects that we may not be able to fix. In the past, we
have discovered software errors in new versions of our BidWare software after
their release. Further, any new technology we implement, including, for example,
FreeMarket Desktop, may not achieve the results or gain the market acceptance we
anticipate. Reduced market acceptance of our services or our software due to
errors or defects in our technology would harm our business by reducing our
revenues.
IF WE DO NOT ADEQUATELY MAINTAIN OUR CUSTOMERS' CONFIDENTIAL INFORMATION, OUR
REPUTATION COULD BE HARMED AND WE COULD INCUR LEGAL LIABILITY
Any breach of security relating to our customers' confidential information
could result in legal liability for us and a reduction in use or cancellation of
our online auction services, either of which could materially harm our business.
Our personnel receive highly confidential information from buyers and suppliers
that is stored in our files and on our computer systems. For example, we often
possess blueprints and product plans that could be valuable to our customers'
competitors if misappropriated. Similarly, we receive sensitive pricing
information that has historically been maintained as a matter of utmost
confidence within buyer and supplier organizations. We enter into standard
non-disclosure and confidentiality agreements with virtually all customers with
whom we deal.
We currently have practices and procedures in place to ensure the
confidentiality of our customers' information. However, our security procedures
to protect against the risk of inadvertent disclosure or intentional breaches of
security might fail to adequately protect information that we are obligated to
keep confidential. We may not be successful in adopting more effective systems
for maintaining confidential information, so our exposure to the risk of
disclosure of the confidential information of others may grow with increases in
the amount of information we possess. If we fail to adequately maintain our
customers' confidential information, some of our customers could end their
business relationships with us and we could be subject to legal liability.
IF WE ARE NOT ABLE TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY RIGHTS, THEN
OTHERS MAY BE ABLE TO DUPLICATE OUR SERVICES
We rely in part upon our proprietary technology, including our BidWare
software, to conduct auctions. Our failure to adequately protect our
intellectual property rights could harm our business by making it easier for
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others to duplicate our services. We have applied for patents on aspects of our
auction technology and business processes, but we do not know whether any
patents will be issued. In addition, even if some or all of these patents are
issued, we cannot assure you that they will not be successfully challenged by
others or invalidated, that they will adequately protect our technology and
processes or that they will result in commercial advantages for us. We have also
obtained and applied for Unites States and foreign registrations for some
certain trademarks, domain names and logos, and our software, documentation and
other written materials are copyrighted, but these protections may not be
adequate. Although we require each of our employees to enter into a
confidentiality agreement and some key employees are subject to non-competition
agreements, these agreements may not satisfactorily safeguard our intellectual
property against unauthorized disclosure.
We cannot be certain that third parties will not infringe or misappropriate
our proprietary rights or that third parties will not independently develop
similar proprietary information. Any infringement, misappropriation or
independent development could harm our future financial results. In addition,
effective patent, trademark, copyright and trade secret protection may not be
available in every country where we provide online auction services. We may, at
times, have to incur significant legal costs and spend time defending our
trademarks, copyrights and, if issued, our patents. Any defense efforts, whether
successful or not, would divert both time and resources from the operation and
growth of our business.
There is also significant uncertainty regarding the applicability to the
Internet of existing laws regarding matters such as property ownership, patents,
copyrights and other intellectual property rights. Legislatures adopted the vast
majority of these laws prior to the advent of the Internet and, as a result,
these laws do not contemplate or address the unique issues of the Internet and
related technologies. We cannot be sure what laws and regulations may ultimately
affect our business or intellectual property rights.
OTHERS MAY ASSERT THAT OUR TECHNOLOGY INFRINGES THEIR INTELLECTUAL PROPERTY
RIGHTS
We do not believe that we infringe the proprietary rights of others, and to
date, no third parties have notified us of infringement, but we may be subject
to infringement claims in the future. The defense of any claims of infringement
made against us by third parties could involve significant legal costs and
require our management to divert time from our business operations. Either of
these consequences of an infringement claim could have a material adverse effect
on our operating results. If we are unsuccessful in defending any claims of
infringement, we may be forced to obtain licenses or to pay royalties to
continue to use our technology. We may not be able to obtain any necessary
licenses on commercially reasonable terms or at all. If we fail to obtain
necessary licenses or other rights, or if these licenses are too costly, our
operating results may suffer either from reductions in revenues through our
inability to serve customers or from increases in costs to license third-party
technology.
OTHERS MAY REFUSE TO LICENSE IMPORTANT TECHNOLOGY TO US OR MAY INCREASE THE FEES
THEY CHARGE US FOR THIS TECHNOLOGY
We rely on third parties to provide us with some software and hardware, for
which we pay fees. This software has been readily available, and to date we have
not paid significant fees for its use. These third parties may increase their
fees significantly or refuse to license their software or provide their hardware
to us. While other vendors may provide the same or similar technology, we cannot
be certain that we can obtain the required technology on favorable terms, if at
all. If we are unable to obtain required technology at a reasonable cost, our
growth prospects and operating results may be harmed through impairment of our
ability to conduct business or through increased cost.
FUTURE GOVERNMENT REGULATION OF THE INTERNET AND ONLINE AUCTIONS MAY ADD TO OUR
OPERATING COSTS
Like many Internet-based businesses, we operate in an environment of
tremendous uncertainty as to potential government regulation. We believe that we
are not currently subject to direct regulation of online commerce, other than
regulations applicable to businesses generally. However, the Internet has
rapidly emerged as a commerce medium, and governmental agencies have not yet
been able to adapt all existing regulations to the Internet environment. Laws
and regulations may be introduced and court decisions reached that affect the
Internet or other online services, covering issues such as user pricing, user
privacy, freedom of expression, access charges,
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content and quality of products and services, advertising, intellectual property
rights and information security. In addition, because we offer our services
worldwide and facilitate sales of goods to customers globally, foreign
jurisdictions may claim that we are required to comply with their laws. Any
future regulation may have a negative impact on our business by restricting our
method of operation or imposing additional costs.
As an Internet company, it is unclear in which jurisdictions we are
actually conducting business. Our failure to qualify to do business in a
jurisdiction that requires us to do so could subject us to fines or penalties
and could result in our inability to enforce contracts in that jurisdiction.
Numerous jurisdictions have laws and regulations regarding the conduct of
auctions and the liability of auctioneers. We do not believe that these laws and
regulations, which were enacted for consumer protection many years ago, apply to
our online auction services. However, one or more jurisdictions may attempt to
impose these laws and regulations on our operations in the future.
WE MAY BECOME SUBJECT TO CERTAIN SALES AND OTHER TAXES THAT COULD ADVERSELY
AFFECT OUR BUSINESS
The imposition of sales, value-added or similar taxes could diminish our
competitiveness and harm our business. We do not collect sales or other similar
taxes for goods purchased through our online auctions. Our customers are large
purchasing organizations that typically manage and pay their own sales and use
taxes. However, we may be subject to sales tax collection obligations in the
future.
OUR INTERNATIONAL OPERATIONS SUBJECT US TO RISKS AND UNCERTAINTIES
We face risks in doing business internationally. We provide our services to
international buyers and often have international suppliers participate in our
auctions. We have international subsidiaries located in Europe and in Asia that
serve our customers based abroad as well as the European and Asian operations of
our multinational customers based in the United States. We also plan to
establish similar branches or subsidiaries in other parts of the world. We have
experienced, and expect to continue to experience, significant costs for our
international operations as we add staff and facilities in foreign countries.
These costs, together with the costs of the overhead needed to comply with
legal, regulatory and accounting requirements that differ from those in the
United States, may reduce our net income. Finally, our international operations
are subject to disruption from political and economic instability in the
countries in which they are located, which may interrupt our ability to conduct
business and impose additional costs upon us.
OUR STOCK PRICE IS VOLATILE, WHICH COULD RESULT IN SUBSTANTIAL LOSSES FOR
STOCKHOLDERS
The market price for our common stock is highly volatile and subject to
wide fluctuations in response to the risks described above and many other
factors, some of which are beyond our control. The market prices for stocks of
Internet companies and other companies whose businesses are heavily dependent on
the Internet have generally proven to be highly volatile, and particularly so in
recent periods.
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<PAGE> 22
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Nearly all of our revenues recognized to date have been denominated in
United States dollars and are primarily from customers in the United States. We
have several subsidiaries located in Europe and Asia, and we intend to establish
other foreign subsidiaries in the future. In the future, a portion of the
revenues we derive from international operations may be denominated in foreign
currencies. We incur costs for our overseas offices in the local currency of
those offices for staffing, rent, telecommunications and other services. As a
result, our operating results could become subject to significant fluctuations
based upon changes in the exchange rates of those currencies in relation to the
United States dollar. Furthermore, to the extent that we engage in international
sales denominated in United States dollars, an increase in the value of the
United States dollar relative to foreign currencies could make our services less
competitive in international markets. Although currency fluctuations are
currently not a material risk to our operating results, we will continue to
monitor our exposure to currency fluctuations and when appropriate, use
financial hedging techniques to minimize the effect of these fluctuations in the
future. We cannot assure you that exchange rate fluctuations will not harm our
business in the future.
Our interest income is sensitive to changes in the general level of United
States interest rates, particularly because the majority of our investments are
in short-term instruments. Borrowings under our existing credit lines are also
interest rate sensitive, because the interest rate charged by our bank varies
with changes in the prime rate of lending. We believe, however, that we are
currently not subject to material interest rate risk.
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<PAGE> 23
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Since March 16, 2000, the date of the filing of the Company's Annual Report
on Form 10-K for the year ended December 31, 1999 ("Form 10-K"), there have been
no material new legal proceedings involving the Company nor have there been any
material developments in the legal proceedings reported in the Form 10-K, except
as set forth below.
As previously reported, ten securities fraud class action complaints were
filed against the Company and three executive officers in federal court in
Pittsburgh, Pennsylvania, which the court subsequently consolidated into a
single proceeding. On April 29, 2000, the lead plaintiffs filed a consolidated
amended complaint, which supersedes all of the earlier-filed complaints. The
consolidated amended complaint contains the same allegations as those asserted
in the earlier complaints. The Company and the individual defendants have filed
a motion seeking dismissal of the case on the ground that the allegations of the
consolidated amended complaint are, as a matter of law, insufficient to warrant
discovery and trial of the plaintiff's claim. The motion has been fully briefed
by the parties and awaits a decision by the court. The Company and the
individual defendants believe that the plaintiff's allegations are completely
without merit and they intend to vigorously defend the litigation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its Annual Meeting of Stockholders on May 12, 2000. Three
matters were considered and voted upon at the Annual Meeting: the election of
two persons to serve as Class I Directors for a three-year term; an amendment to
the Company's Certificate of Incorporation to increase the number of authorized
shares of Common Stock from 200,000,000 shares to 500,000,000 shares; and the
ratification of the appointment of PricewaterhouseCoopers LLP as independent
public accountants to audit the financial statements of the Company and its
subsidiaries for the fiscal year ending December 31, 2000.
The nominations of Thomas J. Meredith and David A. Noble to serve as
directors, the amendment to the Certificate of Incorporation and the
ratification of the appointment of PricewaterhouseCoopers were considered and
ultimately approved.
<TABLE>
<CAPTION>
VOTES VOTES VOTES BROKER
NOMINEE FOR AGAINST WITHHELD NON-VOTES
------- ---------- ------- -------- ---------
<S> <C> <C> <C> <C>
Thomas J. Meredith................ 25,843,269 15,012 -- --
David A. Noble.................... 25,852,269 6,012 -- --
</TABLE>
<TABLE>
<CAPTION>
VOTES VOTES VOTES BROKER
FOR AGAINST WITHHELD NON-VOTES
---------- ------- -------- ---------
<S> <C> <C> <C> <C>
Amendment to Certificate of
Incorporation.................. 24,418,127 815,339 2,488 --
Appointment of
PricewaterhouseCoopers......... 25,211,942 22,297 1,615 --
</TABLE>
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<PAGE> 24
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
3.2(a) Registrant's Amended Bylaws
10.1+ Long Term Access and Services Agreement dated as of April
17, 2000 by and between the registrant and Visteon
Corporation.
10.2+ Common Stock Purchase Warrant of the registrant, issued to
Visteon Corporation, dated April 17, 2000.
27.1 Financial Data Schedule.
</TABLE>
+ Portions of this Exhibit have been omitted pursuant to a request for
confidential treatment.
(b) Reports on Form 8-K.
A current report on Form 8-K was filed with the Securities and Exchange
Commission by the Company on April 6, 2000 to report our acquisition by means of
a merger of iMark.com, Inc. The Company filed an amendment to this current
report on Form 8-K with the Commission on June 6, 2000 with the required
financial information.
* * * * * *
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<PAGE> 25
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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 in the City of
Pittsburgh, Commonwealth of Pennsylvania on August 1, 2000.
FREEMARKETS, INC.
By: /s/ JOAN S. HOOPER
------------------------------------
JOAN S. HOOPER
Chief Financial Officer
(Principal Financial and Accounting
Officer)
25
