1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001
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 NO. 000-27003
HEADHUNTER.NET, INC.
(Exact name of registrant as specified in its charter)
GEORGIA 58-2403177
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
333 RESEARCH COURT, SUITE 200, NORCROSS, GA 30092
(Address of principal executive offices)
770.349.2400
(Registrant's telephone number, including area code)
Indicate by check X whether the registrant: (1) has filed all reports
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 outstanding shares of the registrant's common stock on May 3, 2001
was 20,389,915.
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PART I FINANCIAL INFORMATION
ITEM 1 Financial Statements
Condensed Consolidated Balance Sheets as of March 31, 2001 And
December 31, 2000
Condensed Consolidated Statements of Operations for the Three
Month Periods ended March 31, 2001 and 2000
Condensed Consolidated Statements of Cash Flows for the Three
Month Periods ended March 31, 2001 and 2000
Condensed Notes to Financial Statements
ITEM 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations
ITEM 3 Quantitative and Qualitative Disclosures About Market Risk
PART II OTHER INFORMATION
ITEM 1 Legal Proceedings
ITEM 2 Changes in Securities and Use of Proceeds
ITEM 3 Defaults upon Senior Securities
ITEM 4 Submission of Matters to a Vote of Security Holders
ITEM 5 Other Information
ITEM 6 Exhibits and Reports on Form 8-K
SIGNATURES
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
HEADHUNTER.NET, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, DECEMBER 31,
2001 2000
-------------- --------------
(UNAUDITED) (UNAUDITED)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ................................................ $ 7,458,192 $ 13,228,336
Short-term investments ................................................... 88,574 84,500
Accounts receivable - Trade, net of allowances for doubtful accounts of
$1,064,136 for March 31, 2001 and December 31, 2000 ................. 8,343,400 9,576,731
Prepaid expenses ......................................................... 7,915,843 1,921,855
Other current assets ..................................................... 36,638 212,148
-------------- --------------
Total current assets .................................................. 23,842,647 25,023,570
PROPERTY AND EQUIPMENT, NET .................................................... 5,267,697 5,992,894
INTANGIBLE ASSETS, NET ......................................................... 64,930,746 68,583,035
OTHER NONCURRENT ASSETS ........................................................ 813,533 790,430
-------------- --------------
Total assets .......................................................... $ 94,854,623 $ 100,389,929
============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable ............................................................ 1,379,205 1,873,028
Current maturities of notes payable ......................................... 183,208 216,520
Accrued interest - affiliates ............................................... 66,020 66,020
Accrued trade expenses ...................................................... 1,345,479 1,997,839
Other accrued expenses ...................................................... 1,911,961 2,566,349
Customer deposits ........................................................... 1,528,182 1,199,138
Deferred revenue ............................................................ 4,256,147 2,719,167
-------------- --------------
Total current liabilities ............................................. 10,670,202 10,638,061
-------------- --------------
NONCURRENT LIABILITIES:
Long-term borrowings - affiliate ............................................ 10,000,000 10,000,000
-------------- --------------
Total liabilities ..................................................... 20,670,202 20,638,061
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Convertible Class A preferred stock, $.01 par value;
7,500,000 shares authorized and no shares issued and outstanding ......... 0 0
Class B serial preferred stock, $.01 par value; 5,000,000
shares authorized, no shares issued and outstanding ...................... 0 0
Common stock, $.01 par value, 45,500,000 shares authorized
and 20,387,817 shares issued and outstanding at March 31, 2001,
45,500,000 shares authorized and 20,212,772
issued and outstanding at December 31, 2000 .............................. 203,878 202,128
Additional paid-in capital .................................................. 140,509,792 139,546,267
Stock warrants .............................................................. 944,318 341,834
Accumulated deficit ......................................................... (67,473,567) (60,338,361)
-------------- --------------
Total shareholders' equity ............................................... 74,184,421 79,751,868
-------------- --------------
Total liabilities and shareholders' equity ............................ $ 94,854,623 $ 100,389,929
============== ==============
The accompanying notes are an integral part of these statements
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HEADHUNTER.NET, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED
MARCH 31,
-------------------------------------
2001 2000
------------ ------------
REVENUES:
Service fee revenue ...................... $ 16,032,566 $ 5,678,127
Other revenue ............................ 966,532 701,426
------------ ------------
Total revenues ...................... 16,999,098 6,379,553
------------ ------------
COSTS OF REVENUES ........................... 225,515 86,876
------------ ------------
Gross profit ........................ 16,773,583 6,292,677
OPERATING EXPENSES
Marketing and selling expenses ........... 16,353,770 9,250,433
General and administrative expenses ...... 2,515,513 1,865,842
Stock compensation expense ............... 0 255,062
Depreciation and amortization ............ 4,448,789 297,137
------------ ------------
Operating loss ...................... (6,544,489) (5,375,797)
OTHER INCOME (EXPENSE) ..................... (590,717) 277,572
------------ ------------
NET LOSS .................................... $ (7,135,206) $ (5,098,225)
============ ============
NET LOSS PER SHARE:
Basic and diluted net loss per share ..... $ (0.35) $ (0.47)
============ ============
Weighted average common shares
outstanding ........................... 20,272,869 10,851,196
============ ============
The accompanying notes are an integral part of these statements
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HEADHUNTER.NET, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED
MARCH 31,
2001 2000
------------ ------------
(UNAUDITED) (UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ............................................................... $ (7,135,206) $ (5,098,225)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization .......................................... 4,448,789 297,137
Compensation expense ................................................... 0 255,062
Loss on disposal ....................................................... 565,285 0
Changes in working capital:
Increase in current assets ............................................. (3,285,347) (2,343,925)
Increase in current liabilities ........................................ 65,453 6,696,161
------------ ------------
Net cash used in operating activities ............................... (5,341,026) (193,790)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of short-term investments ..................................... (4,074) (1,378,817)
Purchase of property and equipment ..................................... (405,113) (1,855,206)
Goodwill related to acquisitions ....................................... (231,475) 0
Acquisition of domain name ............................................. 0 (50,000)
------------ ------------
Net cash used in investing activities ............................... (640,662) (3,284,023)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock to officers and key employees ... 244,856 116,082
Repayment of debt ...................................................... (33,312) 0
------------ ------------
Net cash provided by financing activities ........................... 211,544 116,082
------------ ------------
NET DECREASE IN CASH AND CASH EQUIVALENTS ................................. (5,770,144) (3,361,731)
CASH AND CASH EQUIVALENTS, beginning of period ............................ 13,228,336 16,938,708
------------ ------------
CASH AND CASH EQUIVALENTS, end of period .................................. $ 7,458,192 $ 13,576,977
============ ============
Supplemental disclosure of non-cash financing activities:
Issuance of Yahoo! warrants ............................................ 602,484 0
Issuance of common stock to prepay interest ............................ 720,418 0
The accompanying notes are an integral part of these statements
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HEADHUNTER.NET, INC. CONDENSED
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2001 AND 2000
(UNAUDITED)
1. The accompanying unaudited interim condensed consolidated financial
statements have been prepared by management of HeadHunter.NET, Inc.
("the Company") in accordance with rules and regulations of the
Securities and Exchange Commission ("SEC"). Accordingly, certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to Article 10 of
Regulation S-X of the SEC. The accompanying unaudited consolidated
condensed financial statements reflect, in the opinion of management,
all adjustments necessary to achieve a fair statement of the Company's
financial position and results for the interim periods presented. All
such adjustments are of a normal and recurring nature. These condensed
financial statements should be read in conjunction with the Company's
Annual Report on Form 10-K for the year ended December 31, 2000.
2. Basic loss per common share ("EPS") was computed by dividing net loss
attributable to common shareholders by the weighted average number of
shares of common stock outstanding for the period then ended. The
effect of the Company's stock options (using the treasury stock
method) was excluded in the computation of diluted EPS for the three
months ended March 31, 2001 and March 31, 2000, respectively, as it is
anti-dilutive.
3. Recent Transaction(s)
On March 5, 2001, the Company entered into an agreement with Yahoo!
Inc. to be the sole provider of job listings for Yahoo!(R)Careers, a
service on the Yahoo.com web site. In connection with the agreement,
the Company and Yahoo! also entered into a warrant purchase agreement
and the Company issued Yahoo! a warrant to purchase up to 310,559
shares of the Company's common stock at an exercise price of $6.44 per
share.
On May 10, 2001, the Company entered into a loan and security agreement
with Wachovia Capital Investments, Inc. ("Wachovia") to borrow $5
million for a term of 18 months. Interest is payable monthly until
maturity, at which time all principal and accrued but unpaid interest
will be due. In addition, under the loan and security agreement,
Wachovia makes available to the Company a $2.5 million line of credit
with Wachovia for a period of 18 months. Under the line of credit,
interest is payable monthly until expiration, at which time all
outstanding principal and accrued but unpaid interest will be due. The
interest rate under both facilities is based on the prime rate offered
by Wachovia plus 200 basis points. As of the date of the loan and
security agreement, such prime rate was 7.5%. Under the line of credit
facility, the Company has up to $500,000 available for issuance of bank
letters of credit with Wachovia. As of the date of filing this
quarterly report on Form 10-Q there were no amounts outstanding under
the line of credit and no letters of credit were outstanding. In
addition to a cash fee in connection with the loan and security
agreement, the Company issued Wachovia Bank a warrant to purchase
100,000 shares of the Company's common stock at an exercise price of
$4.253 per share.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
This Management's Discussion and Analysis of Financial Condition and
Results of Operations contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934. All statements regarding our
expected financial position and operating results, our business
strategy and our financing plans are forward-looking statements. These
statements can sometimes be identified by our use of forward-looking
words such as "may," "will," "anticipate," "estimate," "expect," or
"intend." Known and unknown risks, uncertainties and other factors
could cause our actual results to differ materially from those
contemplated by these statements. Such risks and uncertainties include
our ability to retain and grow our base of employers, recruiters and
job seekers, our ability to successfully integrate new employers,
recruiters and job seekers and/or assets obtained through acquisitions,
the highly competitive markets in which we operate, general economic
conditions in the market in which we operate, and our ability to
respond to technological developments affecting the Internet. The
Company's Annual Report on Form 10-K, filed with the Securities and
Exchange Commission discusses some additional important factors that
could cause the Company's actual results to differ materially from
those in such forward-looking statements.
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OVERVIEW
We provide online recruiting services to job posters and job seekers
via our web site. HNET, Inc., our predecessor, was founded in October 1995 and
was wholly owned by Warren L. Bare. From its inception until late 1996, HNET,
Inc. derived all of its revenues from web site development consulting services.
As a result of the experience that it gained during this period, HNET, Inc.
identified online recruiting as an emerging industry. It launched the
www.headhunter.net web site in October 1996, and began to focus on growing its
online recruiting service business.
In October 1997, HNET, Inc. entered into an investment agreement with
ITC Holding Company, Inc. under which:
- HeadHunters, L.L.C. was formed;
- HNET, Inc. contributed all of its assets related to the
operation of the web site in exchange for a 45% interest in
HeadHunters, L.L.C.; and
- ITC contributed $1.1 million in cash in exchange for a 55%
interest in HeadHunters, L.L.C.
This transaction was accounted for as a purchase.
In July 1998, HeadHunters, L.L.C., ITC and Warren L. Bare entered into
a contribution agreement under which:
- HeadHunter.NET, Inc. was incorporated;
- Mr. Bare contributed all of the outstanding stock of HNET,
Inc. to us in exchange for 2,200,000 shares of our common
stock and 50,000 shares of our Class A preferred stock; and
- ITC Holding Company contributed its 55% interest in
HeadHunters, L.L.C. to us in exchange for 2,750,000 shares of
our Class A preferred stock.
This transaction was accounted for in a manner similar to a pooling of
interest. As a result of this transaction, HeadHunters, L.L.C. and HNET, Inc.
became our wholly-owned subsidiaries.
Our revenue is generated primarily from fees paid by job posters to
post job opportunities and to improve the position of their job postings in
search results. We also generate revenue from access fees for viewing our
extensive resume database. To a lesser extent, we derive revenue from selling
web page sponsorships, banner advertising, cross-posting jobs to partnered web
sites, and hosting online career fairs.
Prior to August 1998, we earned revenue principally from a combination
of job posting upgrade fees and the sale of banner advertisements on our web
site, with sales of banner advertising comprising a more significant percentage
of our revenues. In August 1998, we modified our pricing structure and began
offering upgrade services on a per job basis. On June 1, 1999, we began to
charge all job posters a fee to post job opportunities on our web site. As a
result of this pricing change and the growth of our sales force, revenue from
job posting and upgrade fees has become the principal component of our revenues.
We currently have four primary levels of posting options, which provide
different levels of priority in a job search. The four primary levels are
Economy, Basic, Standard, and Priority. As part of a corporate pricing package,
we generally provide favorable pricing terms to job posters based on volume of
job postings and length of service agreement.
Prior to February 2000, we charged for access to our VIP Resume
Reserve, which contained the resumes that had been posted within the prior
seven-day period. In February 2000, we implemented a new pricing structure
whereby job posters must pay a quarterly, semi-annual or annual subscription fee
to access resumes in the database. Job seekers are not required to post a resume
to our web site. If a job seeker chooses to post a resume, he or she has the
option to allow that resume to be searched in the resume database or to remain
private.
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We believe that job posting fees and fees paid to access resumes will
account for a substantial majority of our revenues for the foreseeable future.
We record advance billings prior to the delivery of services or the
display of an advertisement as deferred revenues and recognize them as revenue
ratably when the services are provided or the advertisements are displayed. At
March 31, 2001, we had approximately $4.3 million of deferred revenues compared
with $2.7 million at December 31, 2000.
Our costs and expenses include:
- costs of revenues, consisting of bandwidth access fees,
co-location costs and Internet connection charges;
- marketing and selling expenses, consisting primarily of
salaries and commissions for sales, marketing and customer
service personnel, advertising costs and other
marketing-related expenses (including strategic relationship
and product design costs);
- general and administrative expenses, consisting primarily of
salaries and related costs for general corporate functions,
including finance, accounting and human resources personnel,
software development and technical personnel, office
facilities and fees for professional services; and
- depreciation and amortization, including depreciation of
computer and other equipment and amortization of goodwill.
We have recently made significant changes to our pricing policy.
Accordingly, we have a limited operating history on which to base an evaluation
of our company. Thus, period-to-period comparisons of our operating results are
not particularly meaningful, and an investor should not rely on the results for
any period as an indication of our future performance.
Our sales and site traffic have consistently reflected the effects of
seasonality during the summer months and toward the end of the year, resulting
in lower revenue growth in those months. We build this assumption into our
projections and planning models. We believe that revenue from classified
advertising and other traditional recruiting services is generally lower in the
months of July, November and December because of vacation periods and holiday
seasons. As the online recruiting market develops, we believe that we will
experience similar seasonal patterns or discover other seasonal patterns.
We have a history of losses and at March 31, 2001 we had an accumulated
deficit of approximately $67.5 million. The majority of our expenses are for
advertising and for salaries and benefits, which made up 24% and 26% of our
total expenses for the three months ended March 31, 2001, respectively. Our
ability to generate a profit in the future is directly correlated to our ability
to manage these expenses in line with our revenue growth. We believe that the
majority of these expenses are variable and can be managed if necessary as most
of our advertising contracts can be reduced or canceled within 30 to 90 days.
However, certain of our contracts with up to a year term cannot be terminated.
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RESULTS OF OPERATIONS
The following table sets forth the percentage of revenues represented by certain
line items in the Company's condensed consolidated statements of operations for
the periods indicated.
FOR THE THREE MONTHS ENDED
MARCH 31,
--------------------------
2001 2000
---- ----
REVENUES:
Service Revenue ............................. 94% 89%
Other Revenue ............................... 6 11
---- ----
Total Revenues .............................. 100 100
---- ----
COST OF REVENUES ............................ 1 1
---- ----
Gross profit ................................ 99 99
OPERATING EXPENSES
Marketing and Selling Expenses .............. 96 145
General and Administrative Expenses ......... 15 29
Stock Compensation Expense .................. -- 4
Depreciation and Amortization ............... 26 5
---- ----
Operating loss .............................. (38) (84)
OTHER INCOME (EXPENSE) ..................... (4) 4
---- ----
NET LOSS .................................... (42)% (80)%
==== ====
THREE MONTHS ENDED MARCH 31, 2001, AS COMPARED TO THE THREE MONTHS ENDED MARCH
31, 2000
Revenues. Our revenues increased $10.6 million, or 166%, from $6.4
million for the three months ended March 31, 2000 to $17.0 million for the three
months ended March 31, 2001. Revenues increased primarily as a result of job
posting sales, up from $4.6 million in 2000 to approximately $11.7 million in
2001. Job posting revenue growth is attributable to three factors: growth in
corporate customers, higher revenue per customer, and price increases. Sales of
the VIP Resume search product generated $3.5 million during the first three
months of 2001 compared with $827,000 for the same period in 2000. The growth in
VIP Resume revenue is the result of more customers purchasing access to our VIP
Resume database and price increases implemented in February 2000. Other revenue,
consisting of banner advertisements, sponsorships and other, were $967,000 for
the three months ended March 31, 2001 compared with $701,000 for the three
months ended March 31, 2000.
Costs of revenues. Our costs of revenues increased $139,000 or 160%,
from $87,000 for the three months ended March 31, 2000 to $226,000 for the three
months ended March 31, 2001. The increase in costs of revenue was due to our
increasing bandwidth and server capacity, and from additional costs to provide
Internet access to a larger employee base. Costs of revenue as a percentage of
revenue remained flat over the two periods.
Marketing and selling expenses. Expenses from marketing and selling
increased by $7.1 million, or 76.8%, from $9.3 million for the three months
ended March 31, 2000 to $16.4 million for the three months ended March 31, 2001.
The growth is attributable to a number of factors, including growth of the sales
organization and increased marketing efforts. We spent $7.2 million on
advertising and other marketing for the three months ended March 31, 2001
compared with $5.9 million for the same period in 2000. Our sales and marketing
headcount grew approximately 152% from March 31, 2000 to March 31, 2001. The
majority of new employees were salespeople. In 2000, we created the Recruiter
Business Unit and the Agency Sales Division and hired additional staff in the
Customer Service and Business Development departments. The build-out and
staffing of the new departments resulted in $2.6 million in additional sales
expenses in the first quarter of 2001 compared with the same period in 2000.
General and administrative expenses. Our general and administrative
expenses increased $650,000, or 35%, from $1.9 million for the three months
ended March 31, 2000 to $2.5 million for the three months ended March 31, 2001.
Additions to technology personnel and increased credit card processing fees
relating to higher processing volume were the primary reasons for the growth.
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Stock compensation expense. There was no stock compensation expense for
the three months ended March 31, 2001, compared with $255,000 for the same
period in 2000. In 1999, we sold 271,167 shares of Class A preferred stock and
140,000 shares of common stock to a group of ten executive officers, key
employees and directors at $1.50 per share and $2.00 per share, respectively. In
accordance with Accounting Principles Board Opinion No. 25, we recognized
compensation expense in 2000 related to the difference between the purchase
price and the estimated fair value of the shares of Class A preferred stock and
common stock. In conjunction with the CareerMosaic acquisition, employee stock
options immediately vested in full causing us to recognize the remaining balance
in 2000. There is no stock compensation expense expected in 2001.
Depreciation and amortization. Depreciation and amortization grew $4.2
million, or 1,397% from $297,000 for the three months ended March 31, 2000 to
$4.4 million for the three months ended December 31, 2001. Depreciation
increased $350,000 as a result of $3.6 million in additional capital purchases
during 2000 and the first quarter of 2001. The majority of the purchases were
for servers to support the web site and furniture and computer equipment related
to the opening of sales offices and the move from our previous headquarters to
our current location on Research Court. Amortization grew from $82,000 for the
three months ended March 31, 2000 to $3.9 million for the three months ended
March 31, 2001 primarily due to the amortization of goodwill that resulted from
the acquisitions of CareerMosaic and Miracle Workers.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2001, we had approximately $7.5 million in cash and
cash equivalents. Net cash used in operating activities was $5.3 million and
$194,000 for the three months ended March 31, 2001 and March 31, 2000,
respectively. Net cash used in operating activities primarily consisted of the
net loss for the periods and an increase in current assets relating to growth in
receivables arising from revenue growth and prepaid expenses related to
advertising contracts. During the three months ended March 31, 2000, $6.7
million was provided by increases in current liabilities, which partially offset
the operating use of funds. Deferred revenues, relating to increased billings,
and accrued expenses, relating to increased advertising expenses, showed
significant growth in 2001.
Net cash used in investing activities of $641,000 for the three months
ended March 31, 2001 was for capital expenditures and goodwill related to the
CareerMosaic and Miracle Workers acquisitions. For the three months ended March
31, 2000, net cash invested of $3.3 million included capital expenditures and
the purchase of short-term investments. Investing activities included the
purchase of high-grade short-term investments having maturities of less than one
year. The majority of the capital purchases relate to computer equipment to
build our network infrastructure and office furniture to accommodate our
increased personnel. We currently have no material commitments for capital
expenditures other than in the ordinary course of business.
Net cash provided by financing activities was $212,000 and $116,000 for
the three months ended March 31, 2001 and March 31, 2000, respectively. Proceeds
from the issuance of common stock to employees for the exercise of stock options
provided $245,000 and $116,000 for the three months ended March 31, 2001 and
March 31, 2000, respectively. In 2001, $33,000 was paid on a note to the seller
of the domain name www.jobsearch.com.
On March 5, 2001, we entered into an agreement with Yahoo! Inc. to be
the sole provider of job listings for Yahoo!(R)Careers, a service on the
Yahoo.com web site. During the term of the agreement, we will pay Yahoo!
approximately $25.5 million. Total cash commitments under this agreement for the
year ended December 31, 2001 are approximately $14.4 million, of which, $5
million was paid during the three month period ended March 31, 2001. In
connection with the agreement, we also issued a warrant to Yahoo! for the
purchase of up to 310,559 shares of HeadHunter.NET, Inc. common stock at an
exercise price of $6.44 per share. The agreement with Yahoo! is non-cancelable.
On May 10, 2001, we entered into a loan and security agreement with
Wachovia Capital Investments, Inc. to borrow $5 million for a term of 18 months.
During the term of such loan, interest is payable monthly until maturity, at
which time all principal and accrued but unpaid interest will be due. In
addition, under the loan and security agreement, for a period of 18 months,
Wachovia will make available to us a $2.5 million line of credit. Under the line
of credit, interest is payable monthly
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until expiration, at which time all outstanding principal and accrued but unpaid
interest will be due. As of the date of filing this quarterly report on form
10Q, there were no amounts outstanding under the line of credit.
We have incurred losses and negative cash flows from operations since
inception as a result of efforts to build out our network infrastructure,
increase staffing, market our web site, and further develop our systems. We
currently estimate that our working capital generated from operations, funds
from the term loan and revolving credit facility with Wachovia, and funds from
the subordinated note with Omnicom Finance will be sufficient to meet our
anticipated operating and capital expenditure needs for at least the next 12
months. Depending on market opportunities, circumstances may arise in which
Headhunter.net would seek to raise additional funds prior to such time through
borrowings or the issuance of equity or debt securities. The method and rate of
our pursuit of these market opportunities could be impacted by our ability to
raise such funding.
Our ability to grow will depend in part on our ability to increase the
capacity and effectiveness of our web site, the effectiveness of our sales and
marketing efforts, and our customer support capabilities. We may need to raise
funds in excess of our current expectations in order to take advantage of new
opportunities, to react to unforeseen difficulties or to otherwise respond to
competitive pressures. If we raise additional funds by issuing equity or
convertible debt securities, the percentage ownership of our existing
shareholders will be reduced, shareholders may experience additional dilution,
and such securities may have rights, preferences or privileges senior to those
of our common stock.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS
We believe our exposure to market rate fluctuations on our investments
is nominal due to the short-term nature of those investments. At present, we do
not employ any derivative financial instruments, other financial instruments or
derivative commodity instruments to hedge any market risks, however, we may
employ them in the future. At March 31, 2001, we held $1.1 million in short-term
investments in high-grade instruments having maturities less than one year.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not a party to, nor is any of its property subject to, any
material legal proceedings.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
a) Not Applicable
b) Not Applicable
c) On March 27, 2001 the Company issued 101,100 shares of common stock to
Omnicom Finance, Inc. in connection with the prepayment of 13 months of
interest on the line of credit. This issuance was exempt from
registration under Sections 4(2) and 4(6) of the Securities Act and
Regulation D promulgated under the Securities Act.
On March 5, 2001 the Company issued a warrant to Yahoo! Inc. to
purchase up to 310,559 shares of the Company's common stock at an
exercise price of $6.44 per share. The warrant was issued in connection
with Yahoo! and the Company entering into a services and content
agreement. The issuance of the warrant was exempt from registration
under Sections 4(2) and 4(6) of the Securities Act and Regulation D
promulgated under the Securities Act.
d) Not Applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable
ITEM 5. OTHER INFORMATION
Not Applicable
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
10.1 Services and Content Agreement dated March 5, 2001 between Yahoo!
Inc. and HeadHunter.NET, Inc.(*)
10.2 Loan and Security Agreement dated May 10, 2001 between
HeadHunter.NET, Inc. and Wachovia Capital Investments, Inc.
10.3 Third Amended and Restated Registration Rights Agreement dated May
10, 2001 among HeadHunter.NET, Inc., Omnicom Finance, Inc.,
Bernard Hodes Group Inc., ITC Holding Company, Inc., Yahoo! Inc.
and Wachovia Capital Investments, Inc.
10.4 Amendment dated May 10, 2001 to the Amended and Restated Credit
Agreement dated February 27, 2001 by and between HeadHunter.NET,
Inc. and Omnicom Finance Inc.
(*) Confidential treatment has been requested with respect to certain
portions of this agreement.
(b) Reports on Form 8-K
HeadHunter.NET, Inc. filed a current report on Form 8-K on March 8, 2001
regarding HeadHunter.NET, Inc. entering into the Services and Content
Agreement with Yahoo! Inc.
15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HEADHUNTER.NET, INC.
Date: May 15, 2001 By: /s/ Robert M. Montgomery
-------------------------------
Robert M. Montgomery
Chief Executive Officer
(Principal Executive Officer)
Date: May 15, 2001 By: /s/ W. Craig Stamm
--------------------------------
W. Craig Stamm
Chief Financial Officer
(Principal Financial Officer)