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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-K/A
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FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
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: 000-27003
HeadHunter.NET, Inc.
(Exact Name of Registrant As Specified in Its Charter)
Georgia 582403177
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
333 Research Court, Suite 200
Norcross, Georgia 30092
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (770) 349-2400
---------------------------------
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Exchange on Which Registered
- ------------------- ------------------------------------
None None
---------------------------------
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value per share
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 by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
Registrant, based upon the closing sale price for the Common Stock on March 21,
2000 as reported by the Nasdaq National Market System, was approximately
$67,972,725. The shares of Common Stock held by each officer and director and by
each person known to the Registrant who owns 5% or more of the outstanding
Common Stock have been excluded in that such persons may be deemed to be
affiliates. This determination of affiliate status is not necessarily a
conclusive determination for other purposes. As of March 21, 2000, the
Registrant had outstanding 10,909,500 shares of Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
None.
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The Registrant hereby amends the following Items of its Annual Report on Form
10-K filed on March 29, 2000, as amended by its Annual Report on Form 10-K/A
filed on April 6, 2000, to read as follows:
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PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
HEADHUNTER.NET, INC. AND SUBSIDIARIES
(SUCCESSOR COMPANY)
AND HNET, INC.
(PREDECESSOR COMPANY)
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999, 1998, AND 1997 AND OCTOBER 31, 1997
TABLE OF CONTENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets--December 31, 1999 and 1998 5
Consolidated Statements of Operations for the Years Ended December 31,
1999 and 1998, the Two Months Ended December 31, 1997, and the Ten
Months Ended October 31, 1997 6
Consolidated Statements of Shareholders' Equity (Deficit) for the
Years Ended December 31, 1999 and 1998, the Two Months Ended December
31, 1997, and the Ten Months Ended October 31, 1997 7
Consolidated Statements of Cash Flows for the Years Ended December 31,
1999 and 1998, the Two Months Ended December 31, 1997, and the Ten
Months Ended October 31, 1997 8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 9
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To HeadHunter.NET, Inc. and Subsidiaries:
We have audited the accompanying consolidated balance sheets of HEADHUNTER.NET,
INC. AND SUBSIDIARIES (Successor Company) AND HNET, INC. (Predecessor Company)
as of December 31, 1999 and 1998 and the related consolidated statements of
operations, shareholders' equity (deficit), and cash flows for the years ended
December 31, 1999 and 1998, the two months ended December 31, 1997, and the ten
months ended October 31, 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of HeadHunter.NET, Inc. and
subsidiaries (Successor Company) and HNET, Inc. (Predecessor Company) as of
December 31, 1999 and 1998 and the results of their operations and their cash
flows for the years ended December 31, 1999 and 1998, the two months ended
December 31, 1997, and the ten months ended October 31, 1997 in conformity with
generally accepted accounting principles. As discussed in Note 1 to the
financial statements, effective October 31, 1997, ITC Holding Company, Inc.
acquired a majority ownership interest in HeadHunter.NET, Inc. in a business
combination accounted for as a purchase. As a result of this acquisition, the
financial information for the periods after the acquisition is presented on a
different cost basis than for periods before the acquisition and, therefore, is
not comparable.
/s/ Arthur Andersen LLP
Atlanta, Georgia
January 26, 2000
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HEADHUNTER.NET, INC. AND SUBSIDIARIES
(SUCCESSOR COMPANY)
AND HNET, INC.
(PREDECESSOR COMPANY)
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1999 AND 1998
Successor Company
----------------------------
1999 1998
----------- -----------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $16,938,708 $ 254,937
Short-term investments 4,125,084 0
Accounts receivable:
Trade, net of allowance for doubtful accounts of $209,475
and $37,346 in 1999 and 1998, respectively 1,846,813 296,654
Prepaid expenses and other 561,418 195,110
----------- -----------
Total current assets 23,472,023 746,701
PROPERTY AND EQUIPMENT, NET 1,749,711 447,325
INTANGIBLE ASSETS, NET 1,197,071 782,631
OTHER NONCURRENT ASSETS 560,939 248,523
----------- -----------
Total assets $26,979,744 $ 2,225,180
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 614,058 $ 397,425
Short-term borrowings--affiliates (Notes 3 and 4) 0 3,500,000
Accrued interest--affiliates (Note 4) 0 100,100
Other accrued expenses 1,409,923 128,098
Customer deposits 131,356 27,936
Deferred revenue 80,483 39,564
----------- -----------
Total current liabilities 2,235,820 4,193,123
----------- -----------
COMMITMENTS AND CONTINGENCIES (NOTE 8)
SHAREHOLDERS' EQUITY (DEFICIT):
Convertible Class A preferred stock, $.01 par value; 7,500,000
shares authorized and no shares issued and outstanding
in 1999; 2,800,000 shares authorized, issued, and
outstanding in 1998 0 28,000
Class B serial preferred stock, $.01 par value; 5,000,000 shares
authorized, no shares issued and outstanding in 1999 and 1998 0 0
Common stock, $.01 par value; 45,500,000 shares authorized
and 10,802,833 shares issued and outstanding in 1999;
50,200,000 shares authorized, 2,200,000 shares issued and
outstanding in 1998 108,028 22,000
Additional paid-in capital 64,784,569 4,507,859
Stock warrants (Note 3) 341,834 341,834
Accumulated deficit (36,478,292) (4,522,260)
Deferred compensation (Note 6) (4,012,215) (2,345,376)
----------- -----------
Total shareholders' equity (deficit) 24,743,924 (1,967,943)
----------- -----------
Total liabilities and shareholders' equity $26,979,744 $ 2,225,180
=========== ===========
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HEADHUNTER.NET, INC. AND SUBSIDIARIES
(SUCCESSOR COMPANY)
AND HNET, INC.
(PREDECESSOR COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998,
THE TWO MONTHS ENDED DECEMBER 31, 1997, AND
THE TEN MONTHS ENDED OCTOBER 31, 1997
| Predecessor
Successor Company | Company
------------------------------------------------- | -----------
Two Months | Ten Months
YEAR ENDED Year Ended Ended | Ended
DECEMBER 31, December 31, December 31, | October 31,
1999 1998 1997 | 1997
------------ ----------- ----------- | -----------
|
REVENUES $ 9,253,954 $ 1,099,868 $ 29,591 | $ 124,437
------------ ----------- ----------- | -----------
COSTS AND EXPENSES: |
Costs of revenues 147,275 86,963 2,906 | 29,390
Marketing and selling 9,898,815 2,719,330 41,123 | 23,301
General and administrative 3,786,728 1,714,756 126,268 | 95,967
Stock compensation expense 5,528,114 205,574 0 | 0
Depreciation and amortization 528,256 276,706 41,912 | 10,099
------------ ----------- ----------- | -----------
Total costs and expenses 19,889,188 5,003,329 212,209 | 158,757
------------ ----------- ----------- | -----------
OPERATING LOSS (10,635,234) (3,903,461) (182,618) | (34,320)
|
OTHER INCOME (EXPENSE) 379,198 (442,407) 6,226 | (843)
------------ ----------- ----------- | -----------
NET LOSS $(10,256,036) $(4,345,868) $ (176,392) | $ (35,163)
============ =========== =========== | ===========
|
LOSS PER SHARE: |
Basic and diluted $ (5.90) $ (1.98) $ (0.08) |
============ =========== =========== |
WEIGHTED AVERAGE SHARES OUTSTANDING: |
Basic and diluted 5,412,135 2,200,000 2,200,000 |
============ =========== =========== |
The accompanying notes are an integral part of these consolidated statements.
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HEADHUNTER.NET, INC. AND SUBSIDIARIES
(SUCCESSOR COMPANY)
AND HNET, INC.
(PREDECESSOR COMPANY)
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998,
THE TWO MONTHS ENDED DECEMBER 31, 1997, AND
THE TEN MONTHS ENDED OCTOBER 31, 1997
CONVERTIBLE CLASS A
PREFERRED STOCK COMMON STOCK ADDITIONAL
--------------------- ---------------------- PAID-IN STOCK
SHARES AMOUNT SHARES AMOUNT CAPITAL WARRANTS
---------- -------- ---------- --------- ------------ -----------
PREDECESSOR COMPANY:
Balance, December 31, 1996 0 $ 0 260 $ 260 5,040 0
Capital contribution 0 0 0 0 30,000 0
Dividends 0 0 0 0 0 0
Net loss 0 0 0 0 0 0
---------- -------- ---------- --------- ------------ -----------
Balance, October 31, 1997 0 0 260 260 35,040 0
---------- -------- ---------- --------- ------------ -----------
______________________________________________________________________________________________________________________________
SUCCESSOR COMPANY:
Initial capitalization of Headhunters, L.L.C 0 0 0 0 2,000,000 0
Acquisition of Predecessor Company 0 0 (260) (260) (35,040) 0
Reorganization (Note 1) 2,800,000 28,000 2,200,000 22,000 (43,091) 0
Net loss 0 0 0 0 0 0
---------- -------- ---------- --------- ------------ -----------
Balance, December 31, 1997 2,800,000 28,000 2,200,000 22,000 1,956,909 0
Issuance of stock warrants 0 0 0 0 0 341,834
Issuance of stock options 0 0 0 0 2,550,950 0
Amortization of deferred compensation 0 0 0 0 0 0
Net loss 0 0 0 0 0 0
---------- -------- ---------- --------- ------------ -----------
Balance, December 31, 1998 2,800,000 28,000 2,200,000 22,000 4,507,859 341,834
Conversion of short-term borrowings to
convertible Class A preferred stock 2,333,333 $ 23,333 0 $ 0 $ 25,176,663 0
Issuance of Class A preferred stock 271,167 2,712 0 0 2,925,891 0
Conversion of Class A preferred stock to
common stock (5,404,500) (54,045) 5,404,500 54,045 0 0
Sale of common stock, net of offering expenses 0 0 3,140,000 31,400 28,327,389 0
Issuance of common stock for acquisition 0 0 25,000 250 356,000 0
Issuance of stock options 0 0 0 0 3,441,100 0
Amortization of deferred compensation 0 0 0 0 0 0
Exercise of stock options 0 0 33,333 333 49,667 0
Net loss 0 0 0 0 0 0
---------- -------- --------- --------- ------------ -----------
Balance, December 31, 1999 0 $ 0 10,802,833 $ 108,028 $ 64,784,569 $ 341,834
========== ======== ========== ========= ============ ===========
RETAINED
EARNINGS
(ACCUMULATED DEFERRED
DEFICIT) COMPENSATION TOTAL
------------- ------------ ------------
PREDECESSOR COMPANY:
Balance, December 31, 1996 50,200 0 $ 55,500
Capital contribution 0 0 30,000
Dividends (121,941) 0 (121,941)
Net loss (35,163) 0 (35,163)
------------ ----------- ------------
Balance, October 31, 1997 (106,904) 0 (71,604)
------------ ----------- ------------
_____________________________________________________________________________________________
SUCCESSOR COMPANY:
Initial capitalization of Headhunters, L.L.C 0 0 2,000,000
Acquisition of Predecessor Company 106,904 0 71,604
Reorganization (Note 1) 0 0 6,909
Net loss (176,392) 0 (176,392)
------------ ----------- ------------
Balance, December 31, 1997 (176,392) 0 1,830,517
Issuance of stock warrants 0 0 341,834
Issuance of stock options 0 (2,550,950) 0
Amortization of deferred compensation 0 205,574 205,574
Net loss (4,345,868) 0 (4,345,868)
------------ ----------- ------------
Balance, December 31, 1998 (4,522,260) (2,345,376) (1,967,943)
Conversion of short-term borrowings to
convertible Class A preferred stock $(21,699,996) $ 0 $ 3,500,000
Issuance of Class A preferred stock 0 0 2,928,603
Conversion of Class A preferred stock to
common stock 0 0 0
Sale of common stock, net of offering expenses 0 0 28,358,789
Issuance of common stock for acquisition 0 0 356,250
Issuance of stock options 0 (3,441,100) 0
Amortization of deferred compensation 0 1,774,261 1,774,261
Exercise of stock options 0 0 50,000
Net loss (10,256,036) 0 (10,256,036)
------------ ----------- ------------
Balance, December 31, 1999 $(36,478,292) $(4,012,215) $ 24,743,924
============ =========== ============
The accompanying notes are an integral part of these consolidated statements.
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HEADHUNTER.NET, INC. AND SUBSIDIARIES
(SUCCESSOR COMPANY)
AND HNET, INC.
(PREDECESSOR COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998,
TWO MONTHS ENDED DECEMBER 31, 1997, AND
THE TEN MONTHS ENDED OCTOBER 31, 1997
| Predecessor
Successor Company | Company
---------------------------------------------- | -----------
YEAR Year Two Months | Ten Months
ENDED Ended Ended | Ended
DECEMBER 31, December 31, December 31, | October 31,
1999 1998 1997 | 1997
------------ ------------ ------------ | -----------
|
CASH FLOWS FROM OPERATING ACTIVITIES: |
Net loss $(10,256,036) $(4,345,868) $ (176,392) | $ (35,163)
------------ ----------- ----------- | -----------
Adjustments to reconcile net loss to net cash |
provided by (used in) operating activities: |
Depreciation and amortization 528,256 276,706 41,912 | 10,099
Amortization of debt issuance costs 0 341,834 0 | 0
Compensation expense 5,528,114 205,574 0 | 0
Changes in operating assets and liabilities: |
Accounts receivable (1,550,159) (287,789) 1,918 | 10,783
Due from affiliates 0 5,100 (5,100) | 0
Interest receivable (65,650) 0 0 | 0
Prepaid expenses (300,658) (181,690) (13,420) | 0
Other assets 77,940 (244,293) (4,230) | 0
Accounts payable 216,633 316,802 71,248 | 741
Accrued expenses 1,181,725 228,198 0 | 2,548
Customer deposits 103,420 27,936 0 | 0
Deferred revenue 40,919 27,789 11,775 | 0
------------ ----------- ----------- | -----------
Total adjustments 5,760,540 716,167 104,103 | 24,171
------------ ----------- ----------- | -----------
Net cash used in operating activities (4,495,496) (3,629,701) (72,289) | (10,992)
------------ ----------- ----------- | -----------
CASH FLOWS FROM INVESTING ACTIVITIES: |
Purchases of short-term investments (4,125,084) 0 0 | 0
Purchase of Internet domain name 0 (35,000) 0 | 0
Purchases of property and equipment (1,627,462) (434,351) (73,722) | (14,830)
Long-term investments (401,726) 0 0 | 0
Acquisition (250,000) 0 0 | 0
------------ ----------- ----------- | -----------
Net cash used in investing activities (6,404,272) (469,351) (73,722) | (14,830)
------------ ----------- ----------- | -----------
CASH FLOWS FROM FINANCING ACTIVITIES: |
Equity contribution 0 0 1,100,000 | 30,000
Proceeds from issuance of convertible Class A |
preferred stock 406,750 0 0 | 0
Proceeds from issuance of common stock 27,176,789 0 0 | 0
Short-term borrowings 0 3,500,000 0 | 0
Dividends paid (Note 4) 0 0 (100,000) | (21,941)
------------ ----------- ----------- | -----------
Net cash provided by financing activities 27,583,539 3,500,000 1,000,000 | 8,059
------------ ----------- ----------- | -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 16,683,771 $ (599,052) $ 853,989 | $ (17,763)
|
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 254,937 853,989 0 | 25,973
------------ ----------- ----------- | -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 16,938,708 $ 254,937 $ 853,989 | $ 8,210
============ =========== =========== | ===========
SUPPLEMENTAL CASH FLOW INFORMATION: |
Interest paid $ 73,700 $ 18,165 0 | $ 0
============ =========== =========== | ===========
Initial noncash equity contributions (Note 1) $ 0 $ 0 $ 900,000 | $ 0
============ =========== =========== | ===========
Conversion of short-term borrowings to equity $ 3,500,000 $ 0 $ 0 | $ 0
============ =========== =========== | ===========
Stock issued in connection with acquisition $ 356,250 $ 0 $ 0 | $ 0
============ =========== =========== | ===========
The accompanying notes are an integral part of these consolidated statements.
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HEADHUNTER.NET, INC. AND SUBSIDIARIES
(SUCCESSOR COMPANY)
AND HNET, INC.
(PREDECESSOR COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999, 1998, AND 1997,
AND OCTOBER 31, 1997
1. ORGANIZATION AND NATURE OF BUSINESS
ORGANIZATION
On October 10, 1995, HNET, Inc. ("HNI" or the "Predecessor Company"), a Georgia
S corporation, was established as a Web site development consulting firm. In
October 1996, the HeadHunter.NET Web site was launched.
On October 31, 1997, HeadHunters, L.L.C. ("LLC") was organized. Effective
November 1, 1997, in a transaction accounted for as a purchase, ITC Holding
Company, Inc. ("ITC") contributed $1,100,000 in cash in exchange for a 55%
equity interest in LLC. HNI contributed all of its assets and liabilities
(including the right to use the name "HeadHunter.NET") in exchange for the
remaining 45% equity interest. The total fair market value of HNI's equity
contribution to LLC was $900,000, including $21,000 in furniture and fixtures,
$979,000 in goodwill, and $100,000 in dividends payable.
On July 13, 1998, HeadHunter.NET, Inc. (the "Company" or the "Successor
Company") was incorporated under the laws of the state of Georgia.
On July 15, 1998, HNI's sole shareholder and ITC reorganized LLC and HNI as
follows (the "Reorganization"):
a. ITC contributed its 55% ownership interest in LLC to the Company.
b. HNI's sole shareholder contributed 100% of HNI to the Company.
As a result of the Reorganization, LLC and HNI are now wholly owned
subsidiaries of the Company. The transaction has been accounted for in a manner
similar to a pooling of interests.
NATURE OF BUSINESS
HeadHunter.NET provides a leading on-line recruiting service via its web site
at www.HeadHunter.NET. Employers and recruiters use the web site to advertise
job opportunities and review resumes. Job seekers use the web site to identify,
research, and evaluate a broad range of job opportunities.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRESENTATION
The accompanying consolidated financial statements have been prepared on the
accrual basis of accounting. The financial statements reflect the
Reorganization in a manner similar to a pooling of interests and include the
accounts of the Company and its wholly owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated in consolidation.
Certain prior year amounts have been reclassified to conform to the current
year presentation.
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As a result of ITC's acquisition of a majority interest in the Company as
discussed in Note 1, the capital structure of and the basis of accounting for
the Company differ from those of the Predecessor Company prior to ITC's
acquisition and the Reorganization. Financial data of the Company with respect
to all reporting periods subsequent to November 1, 1997 (the "Successor
Period") reflect ITC's acquisition under the purchase method. Therefore,
financial data with respect to HNI prior to the acquisition generally will not
be comparable to that of the Company with respect to the items described below.
As a result of ITC's acquisition of a majority interest in LLC, the statements
of operations for the Successor Period include amortization of goodwill. Also,
as a result of purchase accounting, the fair values of the property and
equipment at the date of their acquisition became their new "cost" basis with
respect to the Company. Accordingly, the depreciation of property and equipment
for the Successor Period is based on the newly established cost basis of these
assets. Other effects of purchase accounting in the Successor Period are not
significant.
ACCOUNTING ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
REVENUE RECOGNITION
Revenues consist of job posting revenues, upgrading revenues, and resume
reserve revenues and advertising revenues. Job posting revenues, upgrading
revenues, and resume reserve revenues are recognized over the service period.
Advertising revenues are recognized in the month that the advertising
impressions are delivered.
DEFERRED REVENUE
Deferred revenue represents the liability for advance billings to customers.
Such amounts are recognized as revenues when the related services are provided.
CASH AND CASH EQUIVALENTS
The Company considers all short-term, highly liquid investments with an
original maturity of three months or less to be cash equivalents. Cash and cash
equivalents are stated at cost, which approximates fair value.
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost and are depreciated using the
straight-line method over the estimated useful lives of the respective assets
for financial reporting purposes. Major additions and improvements are charged
to the property accounts, while maintenance and repairs which do not improve or
extend the lives of the respective assets are expensed in the current period.
Property and equipment and estimated useful lives for the Company's assets as
of December 31, 1999 and 1998 are as follows:
1999 1998 ESTIMATED LIVES
---------- -------- --------------------
Telecommunications and computer equipment 1,785,614 376,558 THREE YEARS
Furniture and fixtures 370,947 152,539 THREE TO FIVE YEARS
---------- --------
Total property and equipment 2,156,561 529,097
Accumulated depreciation (406,850) (81,772)
---------- --------
Total property and equipment, net $1,749,711 $447,325
========== ========
Leasehold improvements are amortized using the straight-line method over the
shorter of the service lives of the improvements or the remaining term of the
lease. Depreciation expense was $325,076, $77,994, and $9,279 for the years
ended December 31, 1999 and 1998 and the two months ended December 31, 1997,
respectively.
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INTANGIBLE ASSETS
Intangible assets consist of the following amounts for December 31, 1999 and
1998:
1999 1998
----------- -----------
Goodwill $ 1,288,896 $ 978,976
Acquired intangibles 307,700 0
Domain name 35,000 35,000
----------- -----------
1,631,596 1,013,976
Accumulated amortization (434,525) (231,345)
----------- -----------
$ 1,197,071 $ 782,631
=========== ===========
The Company has classified as goodwill the cost in excess of fair value of the
net liabilities acquired in a transaction accounted for as a purchase (Note 1).
Goodwill includes all rights to the HeadHunter.NET Web site and is being
amortized on a straight-line basis over a period of five years.
In December 1999, the Company recorded $309,920 and $300,000 to goodwill and
intangible assets, respectively, for the purchase of the All In One Submit
business. The Company is amortizing these assets on a straight-line basis over
a period of five years. In July 1998, the Company acquired the rights to the
Internet domain name, www.Headhunter.com, for $35,000. The Company is
amortizing the intangible asset on a straight-line basis over a period of five
years.
LONG-LIVED ASSETS
The Company periodically reviews the values assigned to long-lived assets, such
as property and equipment and other long-term assets, to determine whether any
impairments are other than temporary. Management believes that the long-lived
assets in the accompanying consolidated balance sheets are appropriately valued.
OTHER ASSETS
Other assets consist of the following at December 31, 1999 and 1998:
1999 1998
----------- -----------
Deposits $ 159,213 $ 248,523
Long-term investments 401,726 0
----------- -----------
$ 560,939 $ 248,523
=========== ===========
INCOME TAXES
The sole shareholder of HNI elected for the Predecessor Company to be taxed
under the S corporation status of the Internal Revenue Code (the "Code"). The
Code and certain applicable state statutes provide that the income and expenses
of an S corporation are not taxable separately to the corporation but rather
accrue directly to the shareholders. Accordingly, no provision for income taxes
has been reflected in the accompanying financial statements of the Predecessor
Company.
Prior to the Reorganization (Note 1), LLC, as a limited liability company, was
treated as a partnership for tax purposes. Therefore, the income tax benefits
generated by LLC were recorded by its members.
Following the Reorganization (Note 1), the Successor Company utilizes the
liability method of accounting for income taxes. Deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax basis. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. At the date of the Reorganization (Note 1), there were no
material effects on the Company's financial statements related to tax
consequences of the Reorganization.
11
12
ADVERTISING COSTS
The Company expenses the costs of advertising as incurred. Advertising expenses
included in marketing and selling expenses were $4,291,017 and $1,627,011 for
the years ended December 31, 1999 and 1998, respectively, $28,240 for the two
months ended December 31, 1997, and $2,632 for the ten months ended October 31,
1997. Prepaid advertising costs of approximately $276,000 and $405,000 were
recorded as assets in the accompanying consolidated balance sheets as of
December 31, 1999 and 1998, respectively.
SOURCES OF SUPPLIES
The Company relies on local telephone companies and other companies to provide
data communications capacity. Although management feels that alternative
telecommunications facilities could be found in a timely manner, disruption of
these services for more than a brief period would have an adverse effect on
operating results.
Although the Company attempts to maintain multiple vendors for each required
product, its property and equipment, which are important components of its
operations, are each currently acquired from only a few sources. In addition,
some of the Company's suppliers have limited resources and production capacity.
If the suppliers are unable to meet the Company's needs as the Company expands
its network infrastructure and sells services, then delays and increased costs
in the expansion of the Company's network infrastructure or losses of potential
customers could result, which would adversely affect operating results.
CONCENTRATION OF CREDIT RISK
Financial instruments that potentially subject the Company to concentrations of
credit risk consist principally of trade receivables. The Company's cash
investment polices limit investments to short-term, low-risk instruments.
Concentrations of credit risk with respect to trade receivables are limited due
to advance billings to customers for services and the ability to terminate
service on delinquent accounts. In addition, the number of customers comprising
the customer base mitigates the concentration of credit risk. The carrying
amount of the Company's receivables approximates their fair value.
SEGMENTAL DISCLOSURES
The Company adopted Statement of Financial Accounting Standards ("SFAS") No.
131, "Segmental Disclosures," effective December 31, 1998. The statement had no
effect, as the Company has only one operating business segment.
STOCK-BASED COMPENSATION PLANS
The Company accounts for its stock-based compensation plans under Accounting
Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to
Employees." Effective in 1997, the Company adopted the disclosure option of
SFAS No. 123, "Accounting for Stock-Based Compensation." SFAS No. 123 requires
that companies that do not choose to account for stock-based compensation as
prescribed by this statement shall disclose the pro forma effects on earnings
and earnings per share as if SFAS No. 123 had been adopted. Additionally,
certain other disclosures are required with respect to stock compensation and
the assumptions used to determine the pro forma effects of SFAS No. 123.
NET LOSS PER SHARE
The Company follows SFAS No. 128, "Earnings Per Share." That statement requires
the disclosure of basic net income (loss) per share and diluted net income
(loss) per share. Basic net income (loss) per share is computed by dividing net
income (loss) available to common shareholders by the weighted average number
of common shares outstanding during the period and does not include any other
potentially dilutive securities. Diluted net income (loss) per share gives
effect to all potentially dilutive securities. The Company has presented basic
and diluted loss per share in accordance with SFAS No. 128. As the Company had
a net loss in all periods presented, basic and diluted loss per share is the
same. Net loss per share is not shown for the Predecessor Company, as it is not
comparable.
In January 1999, a one-time noncash distribution was recorded in conjunction
with the conversion of the loan and security agreement to equity (Note 3). The
following table represents a reconciliation of the net loss per the statements
of operations to the net loss attributable to common shareholders:
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Net loss $(10,256,036)
Distribution to a preferred shareholder (21,699,996)
------------
Net loss available to common shareholders $(31,956,032)
============
Weighted average shares outstanding 5,412,135
============
Net loss per share $(5.90)
============
COMPREHENSIVE LOSS
In 1998, the Company adopted SFAS No. 130, "Reporting Comprehensive Income."
Comprehensive income represents the change in equity of a business during a
period, except for investments by owners and distributions to owners. The
Company does not have any other components of comprehensive loss. For the years
ended December 31, 1999 and 1998 and the two months ended December 31, 1997,
total comprehensive loss is equal to the net loss.
3. CREDIT AGREEMENT
On October 31, 1997, the Company entered into a revolving credit agreement (the
"Credit Agreement") with ITC, which allowed the Company to draw up to
$1,000,000 at an interest rate approximating ITC's cost of debt capital.
On July 16, 1998, the Company, ITC, and ITC Service Company, an affiliate of
ITC, amended and restated the Credit Agreement, pursuant to which ITC made
available to the Company an additional revolving line of credit of up to $2.5
million. Principal amounts outstanding under the credit facility incurred
interest at an annual rate equal to ITC Service Company's cost of debt capital
as reasonably determined from time to time by ITC Service Company (6.8%) on the
first $1 million and at a fixed rate of 14% per annum on the remaining $1.5
million. In connection with the amendments to the Credit Agreement, the Company
issued to ITC Service Company a warrant to purchase $375,000 of common stock at
a price of $1.50 per share, which was amended and restated to $625,000 of
common stock at a price of $1.50 per share in October 1998. This warrant vested
upon issuance and is exercisable for a term of ten years. In connection with
the warrant issued to ITC Service Company, the estimated $342,000 fair value of
the warrant was calculated under the Black-Scholes option pricing model at the
date of grant and was included in stock warrants and interest expense. The
assumptions used in the Black-Scholes calculation were as follows: risk-free
interest rate, 5.52%; expected dividend yield, 0%; expected lives, three years;
and expected volatility, 79%. Short-term borrowings under the Credit Agreement
were $3,500,000 for the year ended December 31, 1998.
On January 28, 1999, the Company and ITC Service Company entered into a
revolving loan and security agreement (the "Loan and Security Agreement"),
pursuant to which ITC Service Company made available to the Company a revolving
line of credit of up to $3 million which is payable in full the earlier of
(i) December 31, 1999, (ii) the closing of an initial public offering of the
Company's common stock at a minimum aggregate offering price of $20 million, or
(iii) any sale, transfer, or exchange of the Company's common stock, not
requiring registration under the Securities and Exchange Commission, in excess
of $20 million. Principal amounts outstanding under the credit facility bear
interest at a fixed rate of 11% per annum. Upon completion of the initial
public offering, the Company repaid the outstanding balance and canceled the
Loan and Security Agreement.
In conjunction with the Loan and Security Agreement, the principal balance of
$3.5 million outstanding under the Credit Agreement was converted into
2,333,333 shares of the Company's Convertible Class A preferred stock at a
price of $1.50 per share. As this represented an extinguishment of debt among
related parties, it was accounted for as a capital transaction. The difference
between the estimated fair value $(10.80) and the conversion price was recorded
to accumulated deficit as a one-time noncash distribution to - ITC Service
Company, a preferred shareholder, with an offsetting amount recorded to
additional paid-in capital.
4. RELATED-PARTY TRANSACTIONS
On November 1, 1997, the Company paid $100,000 in satisfaction of a dividend
payable to the sole shareholder of HNI, which was included in the initial
equity contribution under the organization of the LLC.
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Beginning in January 1998, the Company entered into an agreement with
ITC(LAMBDA)DeltaCom, Inc. ("ITC(LAMBDA)DeltaCom") to serve as the Company's
Internet service provider and host of the Company's Web site.
ITC(LAMBDA)DeltaCom is related to ITC through both common ownership and board
membership. Internet access and long-distance telephone charges totaled
$119,100 and $72,028 for the years ended December 31, 1999 and 1998,
respectively.
Short-term borrowings under a revolving credit agreement with ITC (Note 3) were
$0 and $3,500,000 for the years ended December 31, 1999 and 1998, respectively.
Accrued interest related to the revolving credit agreement was $0 and $100,100
at December 31, 1999 and 1998, respectively.
The Company utilizes an entity for insurance coverage that is related to ITC
through common ownership. Insurance expense related to this entity for the
years ended December 31, 1999 and 1998 was $258,854 and $8,928, respectively.
5. SHAREHOLDERS' EQUITY
During August 1999, the Company completed the sale of 3,000,000 shares of its
common stock to the public at an offering price of $10 a share.
In January 1999, the Company decreased the authorized number of common stock,
par value $.01, from 50,200,000 to 45,500,000 shares and increased the number
of Convertible Class A preferred shares to 7,500,000. The Class A preferred
stock is entitled to one vote per share owned of record on all matters which
shareholders are entitled to vote. Upon the closing of the initial public
offering, each share of Class A preferred stock then outstanding was
automatically converted into one share of common stock and there were no shares
of Class A preferred stock outstanding as of December 31, 1999. The Company has
also authorized 5,000,000 shares of Class B serial preferred stock. The
Company's board of directors has the authority to issue shares of Class B
serial preferred stock in one or more series. There are no shares of Class B
serial preferred stock currently outstanding.
As discussed in Note 1, the purpose of incorporating the Company was to enable
ITC and HNI's sole shareholder to complete a reorganization of LLC and HNI. In
return for the contribution of its 55% interest in LLC to the Company, ITC
received 2,750,000 shares of the Company's Convertible Class A preferred stock.
The sole shareholder of HNI received 2,200,000 shares of the Company's common
stock, $.01 par value, and 50,000 shares of the Company's Convertible Class A
preferred stock in return for the contribution of 100% of HNI.
During 1999, the Company sold 271,167 and 140,000 shares of Convertible Class A
preferred stock and common stock, respectively, to certain executive officers,
key employees, and directors at $1.50 and $2 per share, respectively. In
accordance with APB No. 25, the Company recognized $3,753,853 in compensation
expense in 1999 related to the difference between the purchase price and the
estimated fair value of $10.80 with the offset to additional paid-in capital.
6. EMPLOYEE BENEFIT PLANS
1998 LONG-TERM INCENTIVE PLAN
On July 15, 1998, the Company's board of directors adopted the Company's 1998
Long-Term Incentive Plan (the "Incentive Plan"). At the plan's inception, the
Company reserved 500,000 shares of its common stock for issuance in connection
with options and awards granted under the Incentive Plan. In April 1999, the
Company increased the common shares reserved for issuance in connection with
options and awards granted under the Incentive Plan to 1,000,000 shares.
The Company may grant options and awards to officers and employees of the
Company, a parent or subsidiary, and to nonemployee directors and consultants
to the Company. The Incentive Plan authorizes the granting of awards to
eligible participants in the form of (i) options to purchase shares of the
Company's common stock, which may be incentive stock options or nonqualified
stock options, (ii) stock appreciation rights, (iii) performance shares, (iv)
restricted stock awards, (v) dividend equivalents, or (vi) other stock-based
awards. The Incentive Plan is administered by the Company's board of directors
or the board's compensation committee in accordance with its term. The options
vest ratably over five years from the date of grant. The options expire ten
years from the date of grant.
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A summary of the status of the Company's stock options at December 31, 1999 and
1998 and changes during the year then ended is presented in the following
table:
WEIGHTED
AVERAGE
PRICE PER
SHARES SHARE
--------- ---------
Outstanding at December 31, 1997 0 $ 0.00
Granted 550,750 0.87
Forfeited (68,500) (0.43)
--------- -------
Outstanding at December 31, 1998 482,250 0.93
--------- -------
Granted 1,018,750 7.95
Forfeited (91,500) (1.31)
Exercised (33,333) (1.50)
--------- -------
Outstanding at December 31, 1999 1,376,167 $ 6.02
========= =======
Exercisable at December 31, 1999 and 1998 0 0
========= =======
During 1998 and 1999, the Company granted options with exercise prices below
the fair value at the date of grant. The estimated fair value for options
granted February 1998 to July 1999 was $10.80. Accordingly, the Company
recognized deferred compensation of $3.4 million and $2.5 million for options
granted during the year-ended December 31, 1999 and 1998, respectively. The
Company amortizes deferred compensation over five years, the vesting period of
the options. The Company recognized $1,774,261 and $205,574 of compensation
expense for the years ended December 31, 1999 and 1998, respectively, related
to option grants.
The following table summarizes information about stock options outstanding at
December 31, 1999:
WEIGHTED WEIGHTED AVERAGE WEIGHTED AVERAGE
AVERAGE EXERCISE EXERCISE
RANGE OF OPTIONS REMAINING PRICE OF OPTIONS OPTIONS PRICE OF OPTIONS
EXERCISE PRICES OUTSTANDING LIFE OUTSTANDING EXERCISABLE EXERCISABLE
--------------- ----------- --------- ---------------- ----------- ----------------
$1.50-$2.00 820,167 3.00 $ 1.32 0 $0
$10.80-$14.25 556,000 3.81 12.35 0 0
STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 123
The Company accounts for its stock-based compensation plans in accordance with
APB No. 25, "Accounting for Stock Issued to Employees. "SFAS No. 123 encourages
but does not require the use of a fair value-based method of accounting for
stock-based compensation plans under which the fair value of stock options is
determined on the date of grant and expensed over the vesting period of the
stock options. While the Company has elected to continue to apply the
provisions of APB No. 25, under which no compensation cost has been recognized
by the Company, SFAS No. 123 requires pro forma disclosure of net loss and loss
per share as if the fair value-based method under SFAS No. 123 had been
adopted. The value of all options for shares of the Company's common stock to
employees of the Company has been determined under the market value method
using Black-Scholes valuation principles and the following assumptions:
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1999 1998
----------- -----------
Risk-free interest rate 4.53%-6.24% 5.3%
Expected dividend yield 0% 0%
Expected lives FIVE YEARS Five years
Expected volatility 94% 79%
The total value of options granted during the years ended December 31, 1999 and
1998 was computed as approximately $7.3 million and $300,000, respectively,
which would be amortized on a pro forma basis over the vesting period of the
options. No options were granted in 1997. If the Company had accounted for
these plans in accordance with SFAS No. 123, the Company's net loss for the
year ended December 31, 1999 would have increased as follows:
1999 1998
------------ -----------
Net loss:
As reported $(10,256,036) $(4,345,868)
Pro forma (11,895,815) (4,374,078)
Net loss per share:
As reported:
Basic and diluted $ (5.90) $ (1.98)
Pro forma:
Basic and diluted (6.20) (1.50)
7. INCOME TAXES
Deferred income taxes reflect the net tax effect of temporary differences
between the carrying amount of assets and liabilities for financial reporting
purposes and income tax purposes. Significant components of the Company's
deferred tax assets and liabilities for federal and state income taxes as of
December 31, 1999 and 1998 are as follows:
1999 1998
----------- -----------
Deferred tax assets:
Net operating loss carryforwards $ 2,672,993 $ 1,029,386
Accumulated amortization 127,928 61,692
Allowance for doubtful accounts 83,790 14,938
Deferred compensation 791,934 0
Deferred revenues 32,193 15,826
Other 35,391 20,912
----------- -----------
Total deferred tax assets 3,744,229 1,142,754
Deferred tax liabilities:
Accelerated depreciation 27,628 16,354
----------- -----------
Net deferred tax asset 3,716,601 1,126,400
Valuation allowance (3,716,601) (1,126,400)
----------- -----------
Net deferred taxes $ 0 $ 0
=========== ===========
The Company's net operating loss carryforward will expire in the years 2018
through 2019 unless utilized. Due to the fact that the Company is unable to
conclude that it is more likely than not that its deferred tax assets will be
recognized, the Company has provided a 100% valuation allowance against its net
deferred tax assets. In addition, the Company's ability to recognize the
benefit from the net operating loss carryforwards may be limited under the
Code, as the ownership of the Company has changed more than 50%, as defined.
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A reconciliation of the income tax provision computed at statutory tax rates to
the income tax provision for the years ended December 31, 1999 and 1998 is as
follows:
1999 1998
---- ----
Income tax benefit at statutory rate (34)% (34)%
State and local income taxes (6) (6)
Increase in valuation allowance 40 40
---- ----
Total income tax provision 0% 0%
==== ====
Prior to the Reorganization (Note 1), LLC, as a limited liability company, was
treated as a partnership for tax purposes. Therefore, through June 1998, the
income tax benefits generated by LLC were recorded by its members. Following
the Reorganization (Note 1), the Company recognized the income tax benefits
generated by its subsidiary in the accompanying statements of operations.
8. COMMITMENTS AND CONTINGENCIES
OPERATING LEASES
Lease expense relates to the lease of office space for the administrative
office and sales offices. At December 31, 1999, future minimum lease payments
under these noncancellable operating leases are as follows:
2000 $ 554,602
2001 559,764
2002 500,732
2003 417,332
2004 386,265
-----------
$ 2,418,695
===========
Rental expense under the operating lease amounted to $198,898 and $40,050 for
the years ended December 31, 1999 and 1998, respectively.
PURCHASE COMMITMENTS
The Company has entered into various agreements with Internet companies to
purchase a minimum of approximately $3.2 million in banner advertisements in
2000. Purchase commitments under the agreements are being expensed as the
advertisements are incurred.
LEGAL PROCEEDINGS
The Company is not currently a party to any legal proceedings. The Company,
from time to time, may be subject to legal proceedings and claims in the
ordinary course of business, including claims of alleged infringement of
trademarks and other intellectual property of third parties by the Company.
Such claims, even if not meritorious, could result in the expenditure of
significant financial and managerial resources.
9. ACQUISITIONS
ALL IN ONE SUBMIT, ACQUISITION
In December 1999, the Company purchased all of the assets of All In One Submit,
a division of Chicago Computer Guide, Inc. Chicago Computer Guide may receive
up to 100,000 shares of HeadHunter.NET common stock based on an earn-out
provision and cash consideration of approximately $300,000. Excess purchase
price over fair value of net assets acquired of approximately $300,000 as of
December 31, 1999 has been recorded as goodwill and will be amortized on a
straight-line basis over five years. This transaction has been accounted for as
a purchase.
The following unaudited pro forma results of operations for the year ended
December 31, 1999 assume the acquisition, accounted for as purchase, occurred
as of January 1, 1999:
Revenues $ 9,398,682
============
Net loss (10,190,525)
============
Basic and diluted net loss per share (1.87)
============
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS AS TO SCHEDULE
To HeadHunter.NET, Inc. and Subsidiaries:
We have audited in accordance with generally accepted auditing standards,
the financial statements of HEADHUNTER.NET, INC. AND SUBSIDIARIES (Successor
Company) and HNET, INC. (Predecessor Company) as of December 31, 1999 and 1998
and for the years ended December 31, 1999 and 1998, the two months ended
December 31, 1997, and the ten months ended October 31, 1997, and have issued
our report thereon dated January 26, 2000. Our audits were made for the purpose
of forming an opinion on those statements taken as a whole. The schedule listed
under Schedule II herein as it relates to HeadHunter.NET, Inc. (Successor
Company) and HNET, Inc. (Predecessor Company) is the responsibility of the
Company's management and is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
financial statements. This schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.
/s/ Arthur Andersen LLP
Atlanta, Georgia
January 26, 2000
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HEADHUNTER.NET, INC. AND SUBSIDIARIES
(SUCCESSOR COMPANY)
AND HNET, INC.
(PREDECESSOR COMPANY)
SCHEDULE II: VALUATION AND QUALIFYING ACCOUNTS FOR THE TEN MONTHS
ENDED OCTOBER 31, 1997, THE TWO MONTHS ENDED
DECEMBER 31, 1997, THE YEAR ENDED DECEMBER 31, 1998
AND THE YEAR ENDED DECEMBER 31, 1999
CHARGED TO
BEGINNING COSTS ENDING
DESCRIPTION AND BALANCES EXPENSE WRITE-OFFS BALANCE
----------- --------------- -------- ---------- --------
October 1997 allowance for doubtful accounts...... $ -- $ -- $ -- $ --
December 1997 allowance for doubtful accounts..... $ -- $ -- $ -- $ --
1998 allowance for doubtful accounts.............. $ -- $ 37,346 $ -- $ 37,346
1999 allowance for doubtful accounts.............. $37,346 $404,210 $232,081 $209,475
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PART III
ITEM 11. EXECUTIVE COMPENSATION.
EXECUTIVE COMPENSATION
The following table sets forth information concerning all cash and non-cash
compensation awarded to, earned by or paid to any person who has served as Chief
Executive Officer and our four most highly compensated executive officers (our
"named executive officers") for services rendered to us during the year ended
December 31, 1999. Except as set forth in the table below, no other executive
officer's salary and bonus exceeded $100,000 during the year ended December 31,
1999.
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION SECURITIES
----------------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS(#) COMPENSATION($)
- --------------------------- ---- -------- -------- ------------ --------------
Warren L. Bare(1)....................... 1999 $ 77,933 $ 2,070 -- $ 675
President and Chief Executive Officer
Robert M. Montgomery, Jr.(2)............ 1999 72,917 25,000 400,000 3,399
President and Chief Executive Officer
Mark W. Partin(3)....................... 1999 61,195 42,841 100,000 --
Chief Financial Officer and
Assistant Secretary
Judith G. Hackett....................... 1999 125,000 53,421 10,000 1,125
Senior Vice President -- Marketing
James R. Canfield....................... 1999 91,662 39,128 10,000 737
Vice President of Sales
C. Eric Presley......................... 1999 87,500 20,459 10,000 803
Vice President of Technology
- -------------
(1) Mr. Bare served as our President from October 1995 to January 1999 and our
Chief Executive Officer from October 1995 to March 1999.
(2) Mr. Montgomery has served as President since January 1999 and as Chief
Executive officer since March 1999.
(3) Mr. Partin has served as our Chief Financial Officer and Assistant
Secretary since May 1999.
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OPTION GRANTS IN LAST FISCAL YEAR
PERCENT OF
TOTAL POTENTIAL REALIZABLE
NUMBER OF OPTIONS VALUE RATES OF STOCK
SECURITIES GRANTED TO EXERCISE PRICE APPRECIATION
UNDERLYING EMPLOYEES OR BASE FOR OPTIONS TERMS
OPTIONS IN FISCAL PRICE EXPIRATION ---------------------
NAME GRANTED(#) YEAR ($/SH) DATE 5%($) 10%($)
---- ---------- ---------- -------- ---------- --------- ---------
Robert M. Montgomery, Jr.... 100,000 11.0% 1.50 01/07/09 2,291,000 3,564,000
Robert M. Montgomery, Jr.... 100,000 11.0% 1.50 04/29/09 2,291,000 3,564,000
Robert M. Montgomery, Jr.... 200,000 22.1% 11.81 10/28/09 2,646,000 5,428,000
Mark W. Partin ............. 100,000 11.0% 2.00 04/29/09 2,241,000 3,514,000
Judith G. Hackett .......... 10,000 0.01% 11.81 10/28/09 132,300 271,400
James R. Canfield .......... 10,000 0.01% 11.81 10/28/09 132,300 271,400
C. Eric Presley ............ 10,000 0.01% 11.81 10/28/09 132,300 271,400
The above table sets forth summary information concerning individual grants
of stock options made during the year ended December 31, 1999 to each of the
executive officers named in the Summary Compensation Table. We granted all
options at the market value on the date of grant as determined by our board of
directors. Amounts reported in the "Potential Realizable Value Rates of Stock
Price Appreciation for Options Terms" columns represent hypothetical amounts
that may be realized on exercise of options immediately prior to the expiration
of their term assuming the specified compounded rates of appreciation of our
common stock over the term of the options. These numbers are calculated based on
rules promulgated by the SEC and do not reflect our estimate of future stock
price growth. Actual gains, if any, on stock option exercises and common stock
holdings are dependent on the timing of such exercises and the future
performance of our common stock. We cannot assure you that we can achieve the
rates of appreciation assumed in this table or that the individuals in this
table will receive the amounts reflected.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
NAME SHARES VALUE REALIZED NUMBER OF VALUE OF
ACQUIRED ON ($) SECURITIES UNEXERCISED IN-THE-
EXERCISE UNDERLYING MONEY OPTIONS AT
UNEXERCISED FY-END ($)
OPTIONS AT FY-END
(#)
EXERCISABLE/ EXERCISABLE/
UNEXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------------- -------------------
Robert M. Montgomery, Jr..... 33,333 $383,330 0/ 0/
376,667 $2,380,671
Mark W. Partin............... 0 N/A 0/ 0/
100,000 $1,056,250
Judith G. Hackett............ 0 N/A 0/ 0/
60,000 $ 565,650
James R. Canfield............ 0 N/A 0/ 0/
110,000 $1,113,775
C. Eric Presley.............. 0 N/A 0/ 0/
60,000 $ 615,650
BOARD COMMITTEES
In July 1998, our board of directors established a Compensation Committee
and an Audit Committee. The Compensation Committee reviews and recommends to the
board of directors all compensation and benefit arrangements of our executive
officers and also administers our incentive and stock option plans. The Audit
Committee recommends to the board of directors the engagement of our independent
auditors and reviews and consults with the independent auditors regarding the
scope and results of the audits, our internal accounting controls, audit
practices and the professional services furnished by the independent auditors.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Prior to establishing the Compensation Committee in July 1998, our board of
directors determined executive compensation. Except for Mr. Scott, none of our
executive officers currently serves as a member of the Compensation Committee or
as a director of any entity of which any of our directors serve as an executive
officer. Mr. Scott is a director of ITC for which Ms. Thompson is an executive
officer. Mr. Montgomery was a member of the Compensation Committee until April
1999.
DIRECTOR COMPENSATION
Our bylaws allow our board of directors to determine from time to time the
compensation that directors may receive for their services as directors.
However, from inception through November 1999, our directors have served without
compensation, except for reimbursement of out-of-pocket expenses for each
meeting attended. Beginning in December 1999, our directors are generally paid
$500 for physical attendance at board meetings and $200 for attendance via
telephone at board meetings. Concurrently with their respective elections to the
board of directors, Messrs. Scott, Montgomery, Cox, Weber, Goldstein and
Misikoff, and Ms. Thompson were granted options to purchase 10,000 shares of
Common Stock at per share exercise prices of $0.40, $0.40, $0.40, $1.40, $1.40,
$2.00, and $2.00, respectively. Directors are eligible to receive options and
awards under the HeadHunter.NET, Inc. 1998 Long-Term Incentive Plan.
EMPLOYMENT AGREEMENTS
Our board of directors and Compensation Committee periodically review such
salaries and bonuses and, from time to time, elect to increase an officer's
salary or bonus based on individual performance and our overall performance.
None of our employment agreements contains provisions requiring payments to an
officer upon severance or a change-of-control of our company.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The following table sets forth certain information regarding the beneficial
ownership of our Common Stock as of March 21, 2000 with respect to: (1) each
of our directors, (2) our Chief
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Executive Officer and each of the executive officers named in the Summary
Compensation Table; (3) all of our executive officers and directors as a group;
and (4) each person known by us to own beneficially more than 5% of our common
stock.
SHARES
NAME BENEFICIALLY OWNED PERCENTAGE
- ---- ------------------ ----------
ITC Holding Company, Inc.(1)............................ 5,508,000 48.6%
Warren L. Bare(2)....................................... 1,800,000 16.5
William H. Scott, III(3)(6)............................. 5,511,300 48.6
Robert M. Montgomery, Jr................................ 338,333 3.1
Mark W. Partin.......................................... 20,000 *
Judith G. Hackett....................................... 10,000 *
James R. Canfield(4).................................... 100,000 *
C. Eric Presley(5)..................................... 27,000 *
J. Douglas Cox.......................................... 4,000 *
Burton B. Goldstein, Jr................................. 17,267 *
Donald W. Weber(6)...................................... 5,529,000 48.8
Michael G. Misikoff..................................... 21,000 *
Kimberley E. Thompson(6)................................ 5,512,000 48.6
All directors and executive officers as a group (13
persons)................................................ 7,773,900 68.5
- ----------------
* Less than 1%
(1) ITC's address is 3300 20th Avenue, P.O. Box 20, Valley, Alabama 36854.
Includes 416,667 shares of common stock subject to a warrant held by ITC
Service Company, a wholly owned subsidiary, exercisable within 60 days and
8,000 shares of common stock subject to options originally granted to
Messrs. Cox and Scott as directors of HeadHunter.NET, the benefits of which
have been assigned to ITC and which are exercisable within 60 days.
(2) Mr. Bare resigned as President in January 1999 and as Chief Executive
Officer in March 1999. Mr. Bare's address is 1430 Boundary Boulevard,
Suwanee, Georgia 30024.
(3) Includes 300 shares held by Mr. Scott's spouse.
(4) Includes 30,000 shares held in an individual retirement account.
(5) Includes 20,000 shares subject to options exercisable within 60 days.
(6) Includes 5,508,000 shares beneficially owned by ITC, with respect to which
Messrs. Scott and Weber, and Ms. Thompson, as executive officers and/or
directors of ITC, may be deemed to be the beneficial owner. Messrs. Scott
and Weber, and Ms. Thompson disclaim beneficial ownership of all such
shares.
22
23
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
8-K.
(a) Financial Statements and Schedule
(1) The financial statements are contained in Item 8 of this
Annual Report on Form 10-K/A.
(2) Financial statement schedules required to be included in this
Annual Report on Form 10-K/A appear immediately after our
financial statements contained in Item 8 of this Annual Report
on Form 10-K/A.
(3) The exhibits required by Item 601 of Regulations S-K are
listed in the Exhibit Index in subpart (c) below.
(b) Reports on Form 8-K.
None.
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24
(c) Exhibits.
The following exhibits are filed as part of, or are incorporated
by reference into, this report on Form 10-K:
EXHIBIT
NUMBER DESCRIPTION
------- -----------
2.1 -- Purchase Agreement dated December 17, 1999
between HeadHunter.NET, Chicago Computer
Guide, Inc. and George Scholomite
(incorporated by reference from Exhibit 2.1 of
the Registrant's Current Report on Form 8-K
filed on January 3, 2000)
3.1 -- Articles of Incorporation, as amended
(incorporated by reference from Exhibit 3.1 of
the Registrant's registration statement on
Form S-1, Registration No. 333-80915)
3.2 -- Bylaws (incorporated by reference from Exhibit
3.2 of the Registrant's registration statement
on Form S-1, Registration No. 333-80915)
4.1 -- Specimen common stock certificate
(incorporated by reference from Exhibit 4.1 of
the Registrant's registration statement on
Form S-1, Registration No. 333-80915)
4.2 -- Article II of the Articles of Incorporation,
as amended
(filed as part of Exhibit 3.1)
10.1 -- HeadHunter.NET, Inc. 1998 Long-Term Incentive
Plan, as amended (incorporated by reference
from Exhibit 10.1 of the Registrant's
registration statement on Form S-1,
Registration No. 333-80915)
10.2 -- HeadHunters, L.L.C. Employee Common Unit
Option Plan dated January 14, 1998
(incorporated by reference from Exhibit 10.2
of the Registrant's registration statement on
Form S-1, Registration No. 333-80915)
10.3 -- Form of Indemnity Agreement between
directors/executive officers and
HeadHunter.NET (incorporated by reference from
Exhibit 10.4 of the Registrant's registration
statement on Form S-1, Registration No.
333-80915)
10.4 -- Contribution Agreement dated July 15, 1998
among ITC Holding Company, Inc., Warren L.
Bare and HeadHunter.NET (incorporated by
reference from Exhibit 10.5 of the
Registrant's registration statement on Form
S-1, Registration No. 333-80915)
10.5 -- WorkLife's Internet Content Partners
Agreement between WorkLife Solutions, Inc. and
HeadHunter.NET (incorporated by reference from
Exhibit 10.6 of the Registrant's registration
statement on Form S-1, Registration No.
333-80915)
10.6 -- Amended and Restated Stock Purchase Warrant
between ITC Service Company and HeadHunter.NET
(incorporated by reference from Exhibit 10.10
of the Registrant's registration statement on
Form S-1, Registration No. 333-80915)
10.7 -- Form of Non-Employee Director Non-Qualified
Stock Option Agreement (incorporated by
reference from Exhibit 10.12 of the
Registrant's registration statement on Form
S-1, Registration No. 333-80915)
10.8 -- Lease Agreement between AJ Partners, L.P. and
HeadHunter.NET, as amended by the Tenant
Acceptance Agreement dated September 22,
1999**
10.9 -- Severance letter between HeadHunter.NET and
Warren Bare dated February 24, 1999
(incorporated by reference from Exhibit 10.16
of the Registrant's registration statement on
Form S-1, Registration No. 333-80915)
10.10 -- 2000 Qualified Employee Stock Purchase Plan
(incorporated by reference from Exhibit 4.3
of the Registrant's registration statement on
Form S-8, Registration No. 333-94027)
10.11 -- NBCI Promotion Agreement dated December 9,
1999 between HeadHunter.NET and NBCInternet,
Inc.+**
21.1 -- Subsidiaries of the Company (incorporated by
reference from Exhibit 21.1 of the
Registrant's registration statement on Form
S-1, Registration No. 333-80915)
23.1 -- Consent of Arthur Andersen LLP
27.1 -- Restated Financial Data Schedule (for SEC
use only)***
99.1 -- Risk Factors**
- ----------
+ Confidential treatment has been granted for certain portions which have
been blanked out in the copy of the exhibit filed with the Securities and
Exchange Commission. The omitted information has been filed separately with
the Securities and Exchange Commission.
** Previously filed as an Exhibit to the Registrant's Annual Report on Form
10-K filed with the Commission on March 29, 2000.
*** Previously filed as an Exhibit to the Registrant's Annual Report on Form
10-K/A filed with the Commission on April 6, 2000.
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25
SIGNATURES
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.
HeadHunter.NET, INC.
By: /s/ Mark W. Partin
----------------------------------------
Date: July 20, 2000 Mark W. Partin
Chief Financial Officer and
Assistant Secretary
25
26
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
2.1 -- Purchase Agreement dated December 17, 1999
between HeadHunter.NET, Chicago Computer
Guide, Inc. and George Scholomite
(incorporated by reference from Exhibit 2.1 of
the Registrant's Current Report on Form 8-K
filed on January 3, 2000)
3.1 -- Articles of Incorporation, as amended
(incorporated by reference from Exhibit 3.1 of
the Registrant's registration statement on
Form S-1, Registration No. 333-80915)
3.2 -- Bylaws (incorporated by reference from Exhibit
3.2 of the Registrant's registration statement
on Form S-1, Registration No. 333-80915)
4.1 -- Specimen common stock certificate
(incorporated by reference from Exhibit 4.1 of
the Registrant's registration statement on
Form S-1, Registration No. 333-80915)
4.2 -- Article II of the Articles of Incorporation,
as amended
(filed as part of Exhibit 3.1)
10.1 -- HeadHunter.NET, Inc. 1998 Long-Term Incentive
Plan, as amended (incorporated by reference
from Exhibit 10.1 of the Registrant's
registration statement on Form S-1,
Registration No. 333-80915)
10.2 -- HeadHunters, L.L.C. Employee Common Unit
Option Plan dated January 14, 1998
(incorporated by reference from Exhibit 10.2
of the Registrant's registration statement on
Form S-1, Registration No. 333-80915)
10.3 -- Form of Indemnity Agreement between
directors/executive officers and
HeadHunter.NET (incorporated by reference from
Exhibit 10.4 of the Registrant's registration
statement on Form S-1, Registration No.
333-80915)
10.4 -- Contribution Agreement dated July 15, 1998
among ITC Holding Company, Inc., Warren L.
Bare and HeadHunter.NET (incorporated by
reference from Exhibit 10.5 of the
Registrant's registration statement on Form
S-1, Registration No. 333-80915)
10.5 -- WorkLife's Internet Content Partners
Agreement between WorkLife Solutions, Inc. and
HeadHunter.NET (incorporated by reference from
Exhibit 10.6 of the Registrant's registration
statement on Form S-1, Registration No.
333-80915)
10.6 -- Amended and Restated Stock Purchase Warrant
between ITC Service Company and HeadHunter.NET
(incorporated by reference from Exhibit 10.10
of the Registrant's registration statement on
Form S-1, Registration No. 333-80915)
10.7 -- Form of Non-Employee Director Non-Qualified
Stock Option Agreement (incorporated by
reference from Exhibit 10.12 of the
Registrant's registration statement on Form
S-1, Registration No. 333-80915)
10.8 -- Lease Agreement between AJ Partners, L.P. and
HeadHunter.NET, as amended by the Tenant
Acceptance Agreement dated September 22,
1999**
10.9 -- Severance letter between HeadHunter.NET and
Warren Bare dated February 24, 1999
(incorporated by reference from Exhibit 10.16
of the Registrant's registration statement on
Form S-1, Registration No. 333-80915)
10.10 -- 2000 Qualified Employee Stock Purchase Plan
(incorporated by reference from Exhibit 4.3
of the Registrant's registration statement on
Form S-8, Registration No. 333-94027)
10.11 -- NBCI Promotion Agreement dated December 9,
1999 between HeadHunter.NET and NBCInternet,
Inc.+**
21.1 -- Subsidiaries of the Company (incorporated by
reference from Exhibit 21.1 of the
Registrant's registration statement on Form
S-1, Registration No. 333-80915)
23.1 -- Consent of Arthur Andersen LLP
27.1 -- Restated Financial Data Schedule (for SEC use
only)***
99.1 -- Risk Factors**
- ----------
+ Confidential treatment has been granted for certain portions which have
been blanked out in the copy of the exhibit filed with the Securities and
Exchange Commission. The omitted information has been filed separately with
the Securities and Exchange Commission.
** Previously filed as an Exhibit to the Registrant's Annual Report on
Form 10-K filed with the Commission on March 29, 2000.
*** Previously filed as an Exhibit to the Registrant's Annual Report on
Form 10-K/A filed with the Commission on April 6, 2000.