<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended December 31, 1999
Commission file Number 0 5388
COLLEGELINK.COM INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
Delaware 16-0961436
(State or Other Jurisdiction (I.R.S. Employer Identification Number)
of Incorporation)
55 Hammarlund Way, Middletown, RI 02842
(Address of Principal Executive Offices) (Zip Code)
(401) 845-8800
(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 [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date:
Common Stock, $.001 Par Value - 9,875,840 shares as of December 31, 1999.
FORWARD-LOOKING INFORMATION
THIS FORM 10-QSB AND OTHER STATEMENTS ISSUED OR MADE FROM TIME TO TIME BY
COLLEGELINK.COM INCORPORATED OR ITS REPRESENTATIVES CONTAIN STATEMENTS WHICH MAY
CONSTITUTE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE SECURITIES ACT
OF 1933 AND THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED BY THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995. FIFTEEN U.S.C.A. SECTIONS 77Z-2 AND
78U-5 (SUPP. 1996). THOSE STATEMENTS INCLUDE STATEMENTS REGARDING THE INTENT,
BELIEF OR CURRENT EXPECTATIONS OF COLLEGELINK.COM INCORPORATED AND MEMBERS OF
ITS MANAGEMENT TEAM AS WELL AS THE ASSUMPTIONS ON WHICH SUCH STATEMENTS ARE
BASED. PROSPECTIVE INVESTORS ARE CAUTIONED THAT ANY SUCH FORWARD-LOOKING
STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND
UNCERTAINTIES, AND THAT ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE
CONTEMPLATED BY SUCH FORWARD-LOOKING STATEMENTS. THE COMPANY UNDERTAKES NO
OBLIGATION TO UPDATE OR REVISE FORWARD-LOOKING STATEMENTS TO REFLECT CHANGED
ASSUMPTIONS, THE OCCURRENCE OF UNANTICIPATED EVENTS OR CHANGES TO FUTURE
OPERATING RESULTS OVER TIME.
YEAR 2000 COMPLIANCE
The Company continues to review its technology systems to attempt to discover
what effects year 2000 issues may have on its operations. Many of the earlier
systems, found not to be compliant, have been replaced while others have been
modified to comply. As of the date of this filing, there have been no identified
problems. However, there can be no assurance that the Company has identified all
of its data handling problems in its business systems or those of its suppliers
or clients in advance of any effect upon the Company's operations. The Company,
therefore, bears some unlimited and unknown risks to the year 2000 issue and
could also be adversely affected if other entities do not adequately or timely
resolve their payment mechanisms as they relate to the Company's ongoing
operations for its clients.
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
COLLEGELINK.COM INCORPORATED
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
ASSETS
December 31 June 30,
----------- -----------
1999 1999
----------- -----------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 531,383 $ 1,371,000
Accounts receivable, net of allowance for doubtful 102,130 100,163
Prepaid expenses and other assets 90,600 85,349
----------- -----------
TOTAL CURRENT ASSETS 724,113 1,556,512
FURNITURE AND EQUIPMENT, net of accumulated depreciation 528,266 250,484
GOODWILL, include other acquired assets net of amortization 8,383,047 --
CAPITALIZED COSTS OF RAISING CAPITAL 749,635
ADVANCES TO COMPANIES TO BE ACQUIRED 477,780
OTHER ASSETS 367,640 --
----------- -----------
$11,230,481 $ 1,806,996
=========== ===========
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable $ 577,768 $ 278,372
Accrued payroll 20,405 84,725
Accrued expenses 52,410 32,247
Note payable 125,000
Unearned revenue 35,000
----------- -----------
TOTAL CURRENT LIABILITIES 775,583 430,344
10,171 --
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' DEFICIT :
Series A Convertible Preferred Stock, $4.00 stated value, $.01 par value,
authorized 2,500,000 shares, issued and outstanding 890,000 and shares 3,534,980 3,100,000
775,000 shares, respectively
Series B Convertible Preferred Stock, $7.625 stated value, $.01 par value,
authorized 300,000 shares, issued and outstanding 279,771 shares 4,175,000 --
Series C Convertible Preferred Stock, $4.00 stated value, $.01 par value,
authorized 1,200,000 shares, issued and outstanding 1,200,000 shares 5,000,000 --
Common stock, $.001 par value, authorized 100,000,000 and 5,765,000
shares, issued and outstanding 9,846,603 and 5,260,736 shares, 9,875 9,152
Additional paid-in capital 6,050,664 2,459,718
Accumulated deficit (8,325,792) (4,192,218)
----------- -----------
TOTAL SHAREHOLDERS' EQUITY (DEFICIT) 10,444,727 1,376,652
----------- -----------
$11,230,481 $ 1,806,996
=========== ===========
</TABLE>
See notes to financial statements.
<PAGE> 3
COLLEGELINK.COM INCORPORATED
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
December 31, December 31,
----------------------------- -----------------------------
1999 1998 1999 1998
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
NET REVENUES:
Online revenues $ 100,926 $ -- $ 226,606 $ --
Other revenues 80,720 101,609 221,125 321,034
----------- ---------- ----------- ----------
181,646 101,609 447,731 321,034
----------- ---------- ----------- ----------
EXPENSES:
Payroll, payroll taxes and related benefits 845,717 4,931 1,474,378 214,392
Depreciation and amortization 245,822 26,905 357,413 52,976
Marketing Advertising 1,840,114 (137) 1,843,891 1,794
Other general and administrative expenses 235,948 (30,233) 1,119,145 190,999
----------- ---------- ----------- ----------
3,167,601 1,466 4,794,827 460,161
----------- ---------- ----------- ----------
(LOSS) FROM OPERATIONS (2,985,955) 100,143 (4,347,096) (139,127)
GAIN ON SALE OF BUSINESS UNIT 185,716 -- 185,716 --
INTEREST INCOME (EXPENSE) 27,808 (3,915) 27,806 (4,208)
----------- ---------- ----------- ----------
NET LOSS $(2,772,431) 96,228 (4,133,574) (143,335)
=========== ========== =========== ==========
NET LOSS PER SHARE $ (0.28) $ 0.02 (0.43) (0.02)
=========== ========== =========== ==========
WEIGHTED AVERAGE NUMBER OF SHARES
USED IN COMPUTATION 9,861,090 6,170,882 9,678,207 6,019,557
=========== ========== =========== ==========
</TABLE>
See notes to financial statements.
<PAGE> 4
COLLEGELINK.COM INCORPORATED
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six months ended
December 31,
----------------------------
1999 1998
---------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss (4,133,574) (153,336)
Adjustments to reconcile loss to net cash
Deprec & Amort 357,413 52,976
Decrease in provision for doubtful accounts -- (20,000)
Issuance of shares for services 193,818 2,505
Issuance of shares for benefit plan 1,476 --
Deferred rent credit 10,171 --
Increase(decrease) to cash
Accounts receivable (1,967) 19,292
Prepaid and other (5,251) 6,793
Other assets (367,640) --
Accounts Payable 299,396 83,912
Accrued Expenses 20,163 667
Accrued Payroll (64,320) (9,410)
Unearned revenue (35,000) (57,126)
---------- --------
Net cash used (3,725,315) (73,727)
CASH FLOWS FROM INVESTING ACTIVITIES
Excess of ECI liabilities assumed over (994,085) --
Capitalized costs of raising capital (749,635) --
Advances to companies to be acquired (477,780) --
Purchase of furniture and equipment (327,782) (204,918)
---------- --------
(2,549,282) (204,918)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of preferred shares 5,434,980 --
Proceeds from sale of common stock -- 195,000
Proceeds from notes payable - stockholders -- 40,000
Proceeds from long-term debt -- 200,000
Net decrease in long-term debt -- (1,799)
---------- --------
5,434,980 433,201
---------- --------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (839,617) 154,556
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,371,000 46,362
---------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD 531,383 200,918
========== ========
SUPPLEMENTAL DISCLOSURES
Noncash:
Stock issued for purchase of ECI 7,696,383 --
Stock issued for services 195,294 --
</TABLE>
<PAGE> 5
COLLEGELINK.COM INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Reference is made to the financial statements included in the Company's
Annual Report (Form 10-KSB) filed with the Securities and Exchange
Commission for the year ended June 30, 1999.
The financial statements for the periods ended December 31, 1999 and
1998 are unaudited and include all adjustments which, in the opinion of
management, are necessary to a fair statement of die results of
operations for the periods then ended. All such adjustments are of a
normal recurring nature. The results of the Company's operations for
any interim period are not necessarily indicative of the results of the
Company's operations for a full fiscal year.
2. COMMITMENTS AND CONTINGENCIES
a. The Company entered into a lease agreement in September 1999,
which expires on November 30, 2004. Rental expense for the
entire five year period totals approximately $641,000. The
Company has recorded a deferred rent credit of approximately
$10,000 for the first month of ~e rent and will amortize the
credit over the lease term.
b. The Company adopted a 401K plan in July 1999.
c. The Company catered into agreements for directors and officers
liability insurance.
3. ACOUISFFION TRANSACTIONS
a. On August 10, 1999, the Company acquired ECI, Inc. through n
merger transaction. ECI is an innovator of electronic college
applications and a supplier of products and services to
college-bound students, their parents and colleges.
The acquisition was structured as a merger of ECI with and
into the Company's wholly-owned subsidiary College.Link.com
incorporated ("CollegeLink", subsequently renamed CollegeLink
Corporation). As consideration for the merger, the Company
issued 550,809 of its common shares, 234,771 of its Series B
Convertible Preferred Stock and paid $,189 in cash.
CollegeLink also assumed approximately $778,000 of ECI
liabilities in connection with the merger and settled a claim
against ECI in exchange for 108,196 shares of the Company's
common stock and 45,000 share of the Company's Series B stock
(see Pro forma in Form 10-KSB).
The financial statements of CollegeLink include the operations
of ECI from August 10, 1999, tile date of its acquisition. The
excess of the purchase price over designated assets has been
temporarily classified as Goodwill (including Other Acquired
Assets). CollegcLink intends to allocate these amounts to the
specific assets acquired, such a~ software, customer lists,
customer agreements or goodwill when evaluations of such
assets become available. Such allocations will be made within
one year of the dates of acquisitions. Pending such
allocations, amortization has been computed assuming a
ten-year life.
b. The Company has entered into letters of intent to purchase two
companies: Online Scouting Network, Inc, and Student Success,
Inc. for a total of $9,350,000, payable in cash of $3,500,000
with the balance in common stock or preferred stock
convertible into common stock. The acquisitions will be
accounted for under the purchase method of accounting.
4. EQUITY AND FINANCING
a. In September 1999, the Company received $460,000 in exchange
for 115,000 shares of 6% cumulative preferred stock designated
as "Series A Convertible Preferred Stock" ("Preferred A")
fi'om five accredited investors. Preferred A has a stated
value of $4.00 per share, a par value orS.01 per share and
dividends payable quarterly. Any holder of Preferred A may at
any time convert stock into the common stock of the Company at
a ratio of one share of common stock for each share of
Preferred A. The Company may require conversion on or after
the first anniversary of the initial purchase if the closing
bid price for its common shares exceeds $6.00 for twenty
consecutive trading days.
In the event of any voluntary or involuntary liquidation,
dissolution, or winding up of the affairs of the Company, the
holders of the issued and outstanding Preferred A are entitled
<PAGE> 6
to receive $4.00 for each share of Preferred A before any
distribution of the assets of the Company shall be made to the
holders of any capital stock,
b. In September 1999, ~e Company received $4.000,000 in exchange
for 1,000,000shares of 6% cumulative preferred stock
designated as "Series C Convertible Preferred Stock"
("Preferred C") from PNC Bank Carp. Preferred C has a elated
value of S4.00 per share, a par value of $0.01 per share and
dividends payable quarterly.
PNC may at any time convert the Preferred C into common stock
of the Company at a ratio of one share of common stock for
each share of Preferred C, but in no event be entitled to
convert any shares of Preferred C nor shall the Company
require conversion of any shares of Preferred C in excess of
that number of shares of Preferred C upon the conversion of
which the sum of (1) the number of shares of common stock
owned by PNC and (2) the number of shares of common stock
issuable upon the conversion of the number of shares of
Preferred C would result in the beneficial ownership of 5% or
more of the issued and outstanding shares of common stock.
The Company may require conversion on or after the first
anniversary of the initial purchase if the closing bid price
for its common shares exceeds $6.00 for twenty consecutive
trading days.
In the event of any voluntary or involuntary liquidation, dissolution, or
winding up of the affairs of the Company, the holders of the issued and
outstanding Preferred C are entitled to receive $4.00 for each share of
Preferred C, before any distribution of the assets office Company shall be made
to the holders of any capital stock, except for holders of the Series A
Preferred Stock.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
For the three month ended December 31, 1999, compared to the previous three
months, revenues decreased about $25,000. In its primary line of business, the
Company's revenues for application processing increased by approximately
$100,000 compared to the previous quarter. No new sponsorships were recorded
during this quarter, whereas there were $125,000 of sponsorship revenues in the
first quarter. The decrease in sponsorship revenue exceeded the increase in
application revenue.
Online training revenues decreased as the Company moved its focus away from that
market and entered the college bound student marketplace. Web site hosting
revenues decreased slightly, as the Company sold the final portion of its
previous business as an internet service provider The transaction to transfer
the remaining website hosting accounts closed on December 22, 1999. The Company
realized a net gain of $185,000 on that sale.
The company's expenses increased significantly after the August 1999 merger with
ECI, Inc. Payroll increased by one third as additional staff was hired. The
Company invested $1.8 million in marketing and advertising in the second fiscal
quarter. Amortization expense increased as the Company began amortizing the
intangible assets associated with the merger with ECI Inc.
Comparisons of the three and six months ended December 31, 1999 with the three
and six months ended December 31, 1998 do not provide meaningful information
because the Company has changed the nature of its business. The Company's online
training revenue was greater in 1999 than in 1998 because most of the company's
development efforts for that service occurred during 1998. Web site hosting
revenues decreased slightly with the because of the sale of the web site hosting
service in December 1999. Expenses for 1998 were considerably less because there
were fewer personnel employed and because of the large difference in marketing
and amortization expense subsequent to the ECI merger.
The Company conducted its Annual Meeting of Shareholders on November 11, 1999.
<PAGE> 7
PART II OTHER INFORMATION
ITEM 1. Legal Proceedings
Neither the Registrant nor any of its affiliates are a party, nor is any of
their property subject, to material pending legal proceedings or material
proceedings known to be contemplated by governmental authorities.
ITEM 2. Changes in Securities
On October 26, 1999, the Company sold 250,000 shares of Series A Convertible
Preferred Stock for an aggregate consideration of $1,000,000. Each share of
Series A Convertible Preferred Stock is convertible at the option of the holder
into one share of Common Stock. The conversion ratio will be adjusted to account
for any stock dividend, stock split, combination of shares, reclassification or
similar event with respect to the Common Stock). In addition, the Company may
require mandatory conversion of all, but not less than all, of the shares of
Series A Preferred Stock on or after after April 2, 2000 provided that: (a) the
average closing bid price of the Common Stock on the Over-the-Counter Bulletin
Board or the Nasdaq Stock Exchange or other principal market, as applicable, for
the 20 consecutive trading days immediately preceding the date of the required
conversion has exceeded $6.00 per share, or (b) the Company is reorganized in a
transaction involving the exchange of our Common Shares for shares of a publicly
traded U.S.
corporation.
On October 28, 1999, the Company issued 1,500 shares of its Common Stock in
exchange for investor relation services.
On November 17, 1999, the Company issued 28,000 shares of its Common Stock in
exchange for consulting services.
The issuances described in this Item 2 were made in reliance upon the exemption
from registration set forth in Section 4(2) of the Securities Act of 1933
relating to sales by an issuer not involving any public offering. None of the
foregoing transactions involved a distribution or public offering. No
underwriters were engaged in connection with the foregoing issuances of
securities, and no underwriting discounts or commissions were paid.
ITEM 3. Defaults Upon Senior Securities
None
ITEM 4. Submission of Matters to a Vote of Security Holders
On November 11, 1999, the Company conducted its Annual Meeting of Shareholders.
The following items were submitted to shareholders for vote. All matters were
voted affirmatively as follows:
The shareholders voted to elect four Directors. The Directors elected were
Richard A. Fisher, Kevin J. High, Jai N. Gupta, and Mark Rogers.
The shareholders voted to adopt a 1999 Stock Option Plan.
The shareholders voted to adopt a proposed Plan of Reincorporation which (a)
changed the Company's name from Cytation.com Incorporated to CollegeLink.com
Incorporated; (b) changed the Company's state of incorporation from New York to
Delaware; and (c) classified the Board of Directors.
ITEM 5. Other Information
None.
<PAGE> 8
ITEM 6. Exhibits and Reports on Form 8-K
a. Exhibits
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
b. Reports on Form 8-K
None
<PAGE> 9
SIGNATURE
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 hereunto duly authorized.
COLLEGELINK.COM INCORPORATED
By: /s/ Edward F. Hayes
-------------------------------
Edward F. Hayes
DATE: February 14, 1999 Vice President Finance and
Treasurer (Principal Financial
And Accounting officer)
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> OCT-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 531,383
<SECURITIES> 0
<RECEIVABLES> 102,130
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 724,113
<PP&E> 528,266
<DEPRECIATION> 0
<TOTAL-ASSETS> 11,230,481
<CURRENT-LIABILITIES> 790,616
<BONDS> 0
0
12,709,980
<COMMON> 9,876
<OTHER-SE> 6,035,634
<TOTAL-LIABILITY-AND-EQUITY> 11,230,481
<SALES> 181,646
<TOTAL-REVENUES> 181,646
<CGS> 0
<TOTAL-COSTS> 3,167,601
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2,772,431)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,772,431)
<EPS-BASIC> (.28)
<EPS-DILUTED> (.28)
</TABLE>
