SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTION 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, 2001
[ ] 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. 000-23741
INNOTRAC CORPORATION
(Exact name of Registrant as specified in its charter)
GEORGIA 58-1592285
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
6655 SUGARLOAF PARKWAY, DULUTH, GEORGIA 30097
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (678) 584-4000
Securities registered pursuant to Section 12(b) of the Act: None.
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Name of each exchange on which registered: The Nasdaq National Market.
---------------------------
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $.10 Per Share.
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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No .
Indicate 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 nonaffiliates
(which for purposes hereof are all holders other than executive officers and
directors) of the Registrant as of March 18, 2002 was $22,416,988 based on the
closing sale price of the Common Stock as reported by the Nasdaq National Market
on such date. See Item 12.
At March 18, 2002, there were 11,674,595 shares of Common Stock, par
value $0.10 per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's 2001 Annual Report to Shareholders, filed
as an exhibit hereto, are incorporated by reference into Part II of this Annual
Report on Form 10-K for the year ended December 31, 2001 (the "Report").
Portions of the Registrant's Proxy Statement for the 2002 Annual Meeting of
Shareholders, to be filed with the Securities and Exchange Commission (the
"Commission" or the "SEC"), are incorporated by reference into Part III of this
Report.
INNOTRAC CORPORATION
TABLE OF CONTENTS
PAGE
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PART I............................................................................................................2
ITEM 1. BUSINESS....................................................................................2
CERTAIN FACTORS AFFECTING FORWARD-LOOKING STATEMENTS........................................9
EXECUTIVE OFFICERS OF REGISTRANT...........................................................14
ITEM 2. PROPERTIES.................................................................................15
ITEM 3. LEGAL PROCEEDINGS..........................................................................16
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS........................................16
PART II..........................................................................................................17
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS..................17
ITEM 6. SELECTED FINANCIAL DATA....................................................................18
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS......18
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.................................18
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA................................................18
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.......18
PART III.........................................................................................................19
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.........................................19
ITEM 11. EXECUTIVE COMPENSATION.....................................................................19
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.............................19
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.............................................19
PART IV..........................................................................................................20
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K............................20
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS AS TO SCHEDULES..................................S-1
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS...........................................S-2
PART I
ITEM 1. BUSINESS
Innotrac Corporation ("Innotrac" or the "Company"), founded in 1984 and
headquartered in Atlanta, Georgia, provides customized, technology-based order
fulfillment, call center and total customer relationship management services to
large corporations that outsource these functions. In order to perform call
center and fulfillment functions in-house, a company may be required to develop
expensive, labor-intensive infrastructures, which may divert its resources and
management's focus from its principal or core business. By assuming
responsibility for these tasks, we strive to improve the quality of the non-core
operations of our clients and to reduce their overall operating costs. We enable
our clients to manage their sales channels efficiently by utilizing our core
competencies, which include:
- Technology services:
- order management systems
- warehouse management systems
- electronic data interface, or EDI, integration
- interactive voice response, or IVR
- chat box capabilities
- database management/data warehousing/data mining
- integration into clients systems
- full shopping cart, credit card processing
- inventory and customer service integration
- billing services
- Fulfillment services:
- sophisticated warehouse management technology
- automated shipping solutions
- real-time inventory tracking and order status
- purchasing and inventory management
- channel development
- promotions and coupons
- Customer support services:
- inbound call center services
- technical support and order status
- returns and refunds processing
- call centers integrated into fulfillment platform
- cross-sell/up-sell services
We receive most of our clients' orders either through electronic data
interchange ("EDI") or the internet. On a same day basis, depending on product
availability, the Company picks, packs and ships the item, tracks inventory
levels through an automated, integrated perpetual inventory system, warehouses
data and handles customer support inquiries.
Since 1994, we have had a high focus on the telecommunications industry
because of its growth characteristics and increasing marketing needs. We provide
marketing support services and fulfillment of telephones, Caller ID equipment,
Digital Subscriber Line Modems ("DSL modems") and other telecommunications
products to companies such as BellSouth Corporation ("BellSouth"), SBC
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Communications, Inc. ("SBC"), Warranty Corporation of America and Qwest
Communications International, Inc. ("Qwest") and their customers. As of December
1, 2001, we no longer provided these services to SBC, which represented
approximately 15% of our consolidated revenue for the year ended December 31,
2001. During the year ended December 31, 2001, approximately 49% of our revenues
were generated from telecommunications clients, 18% of revenues were from DSL
and cable modem clients and 33% of revenues were from traditional fulfillment
and marketing services clients. Our non-telecommunications clients include such
companies as Coca-Cola, National Automotive Parts Association, Tactica, Porsche,
Nordstrom.com, Wilsons Leather and Thane International. Approximately 88% of our
2000 revenues were from telecommunications clients. We anticipate that the
percentage of our revenues attributable to telecommunications clients will
continue to decrease during 2002 due to the loss of SBC and the addition of
Martha Stewart Living Omnimedia, Inc. as a fulfillment and call center client,
commencing in February 2002.
As a result of the loss of the SBC contract, we elected to close our
call center operations in Atlanta, Georgia in January 2002 and shifted our
Atlanta clients to our call center operations in Pueblo, Colorado. We notified
approximately 260 employees at the Atlanta and Pueblo call center facilities on
October 31, 2001 regarding termination of employment effective January 2002. We
incurred approximately $1.0 million in severance, write-off of assets, and other
expenses related to the closure of the Atlanta call center operations during the
year ended December 31, 2001. We do not anticipate incurring any additional
costs associated with this closure. We continue to operate call center
facilities in Pueblo, Colorado and Reno, Nevada.
With the conversion of a majority of our clients to a fee-for-service
model during 2000, we no longer purchase and sell Caller ID equipped phones, DSL
modems and other telecommunications equipment from third party manufacturers for
these clients. Instead, we warehouse products on a consignment basis and fulfill
equipment on behalf of our customers for a fee. We purchase and own inventory
for certain clients, but on a significantly reduced risk basis as a result of
client guarantees and contractual indemnifications. The new model substantially
reduces revenues as the pass through cost of purchased equipment is no longer
included in revenues. Gross margins have improved since we no longer have
inventory risk or cost of equipment. For the year ended December 31, 2001,
operating cash flows, while remaining positive, have declined from the same
period in 2000 primarily due to the significant increase in inventory levels to
provide for the initiation of the consumer phone and wireless pager sales
programs with BellSouth. We began these new sales programs during the third and
fourth quarters of 2001, and we are indemnified by the client for substantially
all risks associated with the ownership of this new inventory.
On May 17, 2000, we invested in a new venture, Return.com Online, Inc.
("Return.com") with its equity partner, Mail Boxes Etc. ("MBE") to process
product returns for online and catalog retailers. Return.com was converted to a
limited liability corporation on December 28, 2000. As of March 31, 2001, we
owned 60% of this subsidiary with the remaining 40% owned by MBE. However, due
to the announcement in March 2001 that United Parcel Services, Inc. had entered
into a definitive agreement to purchase MBE, we elected to acquire from MBE the
remaining 40% ownership interest in Return.com and terminate our arrangement
with MBE as its exclusive front-end solution. This became effective in April
2001. As a result of our ownership interest in Return.com since the date of
inception, we consolidated the results of operations and financial position of
Return.com in the accompanying consolidated financial statements. During the
year ended December 31, 2001, we utilized a $2.8 million impairment reserve,
which was recorded in the first quarter of 2001, to write off the investment in
Return.com. At December 31, 2001, Return.com is no longer in operation.
In an effort to reduce our industry and client concentration and to
expand our national presence, we acquired iFulfillment, Inc. ("iFulfillment") in
July 2001 and Universal Distribution Services, Inc. ("UDS") in December 2000.
Our iFulfillment subsidiary specializes in fully integrated, automated, order
fulfillment services for multi-channel retailers and catalogers including such
clients as Nordstrom.com, Wilsons Leather and Archibald Candies. It is located
in a 354,000 square foot leased facility in Bolingbrook, Illinois. Our UDS
division provides integrated order processing, order management, fulfillment and
customer relationship management services. UDS's customer base comprises
traditional direct marketing
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companies as well as retailers including Thane International, Tactica and
Gateway Learning. It is located in a 275,000 square foot facility in Reno,
Nevada. Since the acquisition of UDS, we were able to expand UDS's business
during 2001 by taking advantage of our East Coast capabilities. Under the terms
of Innotrac's merger agreement with UDS, the former shareholders of UDS
(including one of our executive officers, Patrick J. West) may receive, as part
of the consideration paid for their shares, annual contingent payments based on
the operating income generated by our UDS division over a three-year period that
commenced December 1, 2000. For the first year of the earn-out period, UDS's
stockholders received approximately $13 million in cash and 310,000 shares of
our common stock pursuant to this arrangement. We do not currently believe any
additional contingent payments will be due.
We intend to continue our search for other selective acquisitions
during the course of 2002 to complete our national model. We are committed to
continued diversification of our client base. Our long-term goal is to have our
business mix spread evenly across a higher number of clients in more diverse
industries.
MARKETING SUPPORT SERVICES
We provide customized, technology-based order fulfillment, call center
and total customer relationship management services to our clients. We act as an
extension of our clients in reaching their end user customers. Our full-range of
services are described below and can be offered to clients who sell products and
services through various sales channels.
TECHNOLOGY SERVICES
Our integrated technology solutions help us provide fulfillment and
call center services to our clients and create barriers to entry for our
competitors. We provide the following technology-based services:
ELECTRONIC DATA INTERFACE INTEGRATION. We use EDI to link our systems
to our clients' systems, which permits the automatic exchange of information.
Our telecommunications clients generally transmit sales orders for telephones,
Caller ID equipment, DSL Modems and other products to us via EDI. We can also
provide sales, billing and individual customer order status updates to our
clients through EDI links. The open architecture of our systems facilitates
adapting our EDI capabilities to new clients and new marketing programs. We also
develop methods to allow clients without EDI capabilities to transmit their
order files to us through other methods.
SYSTEMS INTEGRATION. With some clients, we develop proprietary software
that provides direct integration between our system and theirs. This allows us
to exchange data, update customer records, place orders for products and
services and provide up-to-the-second inventory status. By developing an
integrated system interface with our clients, our systems and our clients'
systems act as one and provide real-time, highly accurate data inquiries and
updates. By developing proprietary software for integration, we are able to
maintain longer, more consistent relationships with our largest clients.
INTERACTIVE VOICE RESPONSE. In many cases, our call center services are
offered through IVR systems. These menu driven systems allow customers to route
their calls by selecting from several offerings. Our IVR systems include text to
speech capabilities, which allow the IVR systems to "read" specific, real-time
data from the client's databases and convert it into speech based on cues from a
caller. These systems generally reduce personnel and physical plant expenses
associated with a call center while expanding the operating capabilities of the
center. Customer support is also integrated into our IVR systems so that an end
user can obtain answers to service questions from an automated system, rather
than a call center representative, regarding the products they purchased.
DATABASE MANAGEMENT/DATA MINING. We manage client databases
independently or in conjunction with other marketing support programs.
Independent database management begins with the client providing the information
to establish the database or our obtaining the data from a variety of sources.
We then customize and manage this data to provide client reports. Many times we
will develop a
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systems integration module that allows our system to fully integrate with our
clients' systems enabling the sharing of database files. In addition, our
integrated marketing support programs generate information about customers,
demographics, recurring technical problems and other useful marketing data. We
are then able to create customized databases that evolve with our ongoing
marketing support and customer service programs. This data is a source of
valuable information as we evaluate ongoing programs and plan and design future
programs with our clients.
FULFILLMENT SERVICES
Providing effective turnkey fulfillment solutions for our clients'
products is one of our core competencies. Our capabilities in this area are
described below:
FULFILLMENT. We are committed to delivering to our clients' products
and services to their customers on a timely and accurate basis. Our personnel
pick, pack and ship product orders and requests for promotional, technical and
educational literature, signage and point of sale materials for clients. We use
several custom-designed, semi-automated packaging and labeling lines to pack and
ship products. By utilizing this technology, we are able to reduce labor costs
and provide more timely shipments to our clients' customers. We streamline and
customize the fulfillment procedures for each client based upon the client
request and the tracking, reporting and inventory controls necessary to
implement that client's marketing support program. We also offer comprehensive
product return services whereby our personnel receive, log, test, repackage and
dispose of products that are returned from end-users.
PURCHASING MANAGEMENT. For selective clients, we place orders for
products we fulfill with vendors chosen by those clients. Our purchasing
management services include assisting a client in negotiating product pricing
with the vendor, arranging returns and credits as well as forecasting product
quantities required for normal business programs or promotions.
INVENTORY MANAGEMENT. An integral part of our marketing support
services is the monitoring and control of a client's inventory. We provide
automated inventory management and reporting to assure real-time stock counts of
a client's products, literature, signage and other items. Our inventory systems
enable us to provide management information to maintain consistent and timely
reorder levels and supply capabilities and also enable the client to quickly
assess stock balances, pricing information, reorder levels and inventory values.
We offer this information to the client on a real-time basis through our
internet gateway or direct system integration. Inventory management data is also
utilized in our reporting services. We utilize bar coding equipment in our
inventory management systems, which improves the efficiency of stock management
and selection.
PRODUCT CONSIGNMENT AND WAREHOUSING. For a majority of our clients, we
no longer purchase and sell telephones, Caller ID equipment, DSL and cable
modems and other telecommunications equipment from third party manufacturers.
Instead, we warehouse products on a consignment basis and fulfill equipment on
behalf of our customers for a fee. In certain cases, we may purchase and own
inventory, but on a significantly reduced risk basis as a result of client
guarantees and contractual indemnifications.
CUSTOMER SUPPORT SERVICES
Another of our core competencies is providing customer support
services. We believe these services are critical to a comprehensive marketing
solution. Our customer support services are described below:
INBOUND CALL CENTER SERVICES. Our call center representatives take
orders for certain clients and resolve questions regarding shipping, billing and
order status as well as a variety of other questions. From time to time they may
sell equipment, other products, telephone company services and extended
warranties to customers who call us.
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Inquiries generally relate to a customer's purchase of a product or a
customer's need for ongoing assistance. These end users dial a support number
printed on the product or in the documentation accompanying the product. To
handle the call properly, Innotrac's automated call distributor identifies each
inbound call by the toll-free number dialed and immediately routes the call to
the IVR system or an Innotrac representative. The IVR system attempts to resolve
support issues by guiding the customer through a series of interactive
questions. If IVR automatic resolution cannot solve the problem, the call is
routed to one of our service representatives who are specially trained in the
applicable client's business and products and answer using the client's name.
Our call center representatives can enter customer information into our
call-tracking system, listen to a question and quickly access a proprietary
network database using a graphical interface to answer a customer's question. A
senior representative is available to provide additional assistance for complex
or unique customer questions. Customer requests are generally resolved with a
single call, whether answered by a trained representative or our automated
systems.
As additional product information becomes available over the course of
a marketing program, we promptly integrate this information into our database to
ensure that IVR and representatives' answers are based upon the latest product
information.
RETURNS AND REFUNDS PROCESSING. The representatives respond to customer
calls about product returns and refunds and obtain information about customer
service problems. They facilitate a customer's return of a product by providing
a bar-coded label to the customer. When the returned item is processed and
entered into our system, it automatically triggers a pre-set action for
reshipment of a product or refund to the customer.
TECHNOLOGY
Our use of technology enables us to design and deliver services for
each client's marketing support needs. Our information technology group, or IT
Group, has developed our database marketing support and management systems,
which utilize a UNIX-based open architecture, comprised of multiple networked
computers and anchored by two Hewlett-Packard HP9000 K460 multiprocessing
systems. We also have multiple Sun Enterprise 6500 servers utilizing Veritas
cluster server software, which provides a high availability computing
environment. Veritas Backup software, DLT tape libraries and Oracle Hot backup
capabilities allow us to backup our production Oracle databases online without
interruption to the business unit. Our burstable bandwidth allows us to quickly
increase data capacity. Our EMC storage solutions provide rapid access to data
and the ability to scale quickly depending on business demands. Network
connectivity is achieved with Cisco routers and local directors.
The open architecture of our computer system permits us to seamlessly
interact with many different types of client systems. Our IT Group uses this
platform to design and implement application software for each client's program,
allowing clients to review their programs' progress on-line to obtain real-time
comprehensive trend analysis, inventory levels and order status and to instantly
alter certain program parameters. As the needs of a client evolve, our IT Group
works with our client services team to modify the program on an ongoing basis.
Information can be exchanged via direct system integration, EDI, internet access
and direct-dial applications. We believe that our technology platform provides
us with the resources to continue to offer leading edge services to current and
new clients and to integrate our systems with theirs. We believe that the
integrity of client information is adequately protected by our data security
system and our off-site disaster back-up facilities.
We utilize three warehouse management systems depending on our business
line and our locations. During 2001, we began the implementation of PKMS, an
advanced fulfillment warehouse management system designed to support large
volumes of transactions and users, which enable the effective management of high
levels of throughput, from receiving through shipping. PKMS will provide
efficiencies in inventory management, outbound distribution and task management.
We completed implementation of PKMS for all clients at our Pueblo warehouse and
for BellSouth Caller ID phone and DSL modem programs in our Atlanta warehouse.
Implementation of PKMS for our remaining clients in Atlanta will be completed in
2002. iFulfillment utilizes Optum warehouse management system, which is a highly
configurable fulfillment solution for fast-moving, high volume, piece-pick
operations suitable for
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our multi-channel retailers and catalogers. UDS utilizes an internally
developed, customized order management, warehouse management and customer
relationship management system suitable for its direct marketing and retailer
customer base. We believe that these systems allow us to effectively and
efficiently manage our warehouse operations to secure a competitive advantage in
the fulfillment industry.
In 2002, we will begin the conversion of our existing customized order
management system ("OMS") to Yantra Distributed OMS in Atlanta. This application
will extend our existing supply chain system by managing orders and inventory
across multiple divisions, suppliers and marketplaces.
Our Pueblo call center utilizes the Rockwell Spectrum Automatic Call
Distributor, or ACD, switch to handle call management functions. The ACD system
has the capacity to handle approximately 1,200 call center representatives and
is currently supporting approximately 220 representatives. Additionally, the ACD
system is integrated with software designed to enable management to
automatically staff and supervise the call center based on call length and call
volume data compiled by the ACD system. Our call center in Reno employs an
Aspect ACD Enterprise System switch with the capacity to handle over 1,000 call
center representatives and is currently supporting 75 representatives.
PERSONNEL AND TRAINING
Our success in recruiting, hiring and training large numbers of
employees and obtaining large numbers of hourly employees during peak periods
for fulfillment and call center operations is critical to our ability to provide
high quality marketing support services. Call center representatives and
fulfillment personnel receive feedback on their performance on a regular basis
and, as appropriate, are recognized for superior performance or given additional
training. To maintain good employee relations and to minimize employee turnover,
we offer competitive pay and hire primarily full-time employees who are eligible
to receive a full range of employee benefits.
As of March 8, 2002, we had over 800 employees. Management believes
that the demographics surrounding our facilities and our reputation, stability,
compensation and benefit plans should allow us to continue to attract and retain
qualified employees.
Currently, we are not a party to any collective bargaining agreements.
None of our employees are unionized. Although we consider our relationship with
our employees to be good, we have experienced occasional unionization
initiatives, particularly among our call center personnel.
COMPETITION
In tailoring services to client needs, we compete on the basis of
quality, reliability of service, efficiency, technical capabilities, speed,
flexibility and price. We compete with many companies, some of which have
greater resources than us, with respect to various portions of our business.
Those companies include fulfillment businesses, call center operations and
database management firms. We believe that our comprehensive and integrated
services differentiate us from many of those competitors. We continuously
explore new outsourcing service opportunities, typically in circumstances where
clients are experiencing inefficiencies in non-core areas of their businesses
and management believes we can develop a superior outsourced solution on a
cost-effective basis. We primarily compete with the in-house operations of our
current and potential clients and also compete with certain companies that
provide similar services on an outsourced basis.
GOVERNMENT REGULATION
The Caller ID services offered by our telecommunications clients are
subject to various federal and state regulations. The legality of Caller ID has
been challenged in cases decided under the Electronic Communications Privacy
Act, or the ECPA, and several state statutes. In March 1994, a Federal
Communications Commission, or FCC, report preempted certain state regulation of
interstate calling party number parameter, or CPN, based services, the
technology underlying Caller ID. This report requires certain common carriers to
transmit CPN and its associated privacy indicator (which allows telephone
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callers to block the display of their phone numbers on Caller ID display units)
on an interstate call to connecting carriers without charge (the "Free Passage"
rule). In connection with this report, the Department of Justice issued a
memorandum which concluded that the installation or use of interstate Caller ID
service is not prohibited by any federal wiretap statute and that, in general,
the FCC has authority to preempt state laws that the FCC finds would hinder
federal communications policy on Caller ID services. Court decisions since the
FCC issued its March 1994 report have consistently held that Caller ID does not
violate any state or federal wiretap statute.
In May 1995, the FCC narrowed its March 1994 preemption of state public
utilities blocking regulations by permitting subscribers to choose per-line
blocking or per-call blocking on interstate calls, provided that all carriers
were required to adopt a uniform method of overriding blocking on any particular
call. At the same time, the FCC specifically preempted a California Public
Utilities Commission, or CPUC, per-line blocking default policy, which required
that all emergency service organizations and subscribers with nonpublished
numbers, who failed to communicate their choice between per-call blocking and
per-line blocking, be served with a per-line blocking.
The FCC's revised rules and regulations also require carriers to
explain to their subscribers that their telephone numbers may be transmitted to
the called party and that there is a privacy mechanism (i.e., the "blocking"
feature) available on interstate calls, and explain how the mechanism can be
activated. The CPUC, seeking to protect the caller's privacy, has ruled that a
carrier can offer Caller ID or transmit CPN to interconnecting carriers only
upon CPUC approval of its customer notification and education plan.
The Telecommunications Act of 1996 introduced restrictions on
telecommunications carriers' usage of customer proprietary network information,
or CPNI. CPNI includes information that is personal to customers, including
where, when and to whom a customer places a call, as well as the types of
telecommunications services to which the customer subscribes and the extent
these services are used. The FCC interprets the CPNI restrictions to permit
telecommunications carriers, including BellSouth and Qwest, to use CPNI without
customer approval to market services that are related to the customer's existing
service relationship with his or her carrier. Before carriers may use CPNI to
market services outside a customer's existing service relationships, the carrier
must obtain express customer permission. Because we are dependent upon the
efforts of our clients to promote and market their equipment and services, laws
and regulations inhibiting those clients' ability to market these equipment and
services to their existing customers could have a material adverse effect on our
business, results of operations and financial condition.
Telephone sales practices are regulated at both the federal and state
level. These regulations primarily relate to outbound teleservices, which we
outsource to another company. Outbound teleservices are regulated by the rules
of the FCC under the Federal Telephone Consumer Protection Act of 1991, the
Federal Telemarketing and Consumer Fraud and Abuse Prevention Act of 1994 and
various state regulations regarding telephone solicitations. We believe that we
are in compliance with these federal statutes and the FCC rules thereunder and
the various state regulations and that we would operate in compliance with those
rules and regulations if we were to engage in outbound teleservice operations in
the future.
We work closely with our clients, companies we outsource outbound
teleservices to and their respective advisors to ensure that we and our client
are in compliance with these regulations. We cannot predict whether the status
of the regulation of Caller ID services or e-commerce will change and what
effect, if any, this change would have on us or our industry.
INTELLECTUAL PROPERTY
We have used the service mark "Innotrac" since 1985 and have registered
it and other marks used by us in our business through the US Patent and
Trademark Office. The "innotrac.com" domain name has been a registered domain
name since 1995. We also own several other internet domain names. Due to the
possible use of identical or phonetically similar service marks by other
companies in different businesses, there can be no assurance that our service
marks will not be challenged by other users. Our operations
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frequently incorporate proprietary and confidential information. We rely upon a
combination of contract provisions and trade secret laws to protect the
proprietary technology we use and to deter misappropriation of our proprietary
rights and trade secrets.
CERTAIN FACTORS AFFECTING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains certain forward-looking
statements (as such term is defined in the Private Securities Litigation Reform
Act of 1995). These statements concern the Company's operations, performance and
financial condition, including, in particular, the likelihood that Innotrac will
succeed in developing and expanding its business, among other things. They are
based upon a number of assumptions and estimates that are inherently subject to
significant uncertainties. Many of these uncertainties are beyond Innotrac's
control. Consequently, actual results may differ materially from those expressed
or implied by such forward-looking statements. Factors that could cause actual
results to differ materially include, but are not limited to, those set forth
below.
WE RELY ON A SMALL NUMBER OF LARGE CLIENTS. IF WE LOSE ONE OR MORE OF OUR
LARGEST CLIENTS, OR IF REVENUES FROM OUR LARGEST CLIENTS DECLINE, OUR BUSINESS
COULD BE ADVERSELY AFFECTED.
Innotrac focuses on developing long-term relationships with large
corporations. In recent years, this focus has been on telecommunications
companies. A relatively small number of our clients account for a significant
portion of our revenues. Our three largest clients, BellSouth, SBC and Warranty
Corporation of America, accounted for an aggregate of approximately 49%, 69% and
91% of net revenues for 2001, 2000 and 1999. If we lose one or more of our
largest clients, or if revenues from our largest clients decline, then our
business, results of operations and financial condition could be materially
adversely affected. Additionally, if one of these large clients is lost, or
revenues from our largest clients decline, we cannot assure you that we will be
able to replace or supplement that client with others that generate comparable
revenues or profits. As of December 1, 2001, we no longer provided services to
SBC, Home Depot or Siemens, which represented approximately 15%, 2% and 1%,
respectively, of our consolidated revenue for the year ended December 31, 2001.
OUR BUSINESS IS CONCENTRATED IN THE TELECOMMUNICATIONS INDUSTRY. IF WE CANNOT
CONTINUE TO DIVERSIFY OUTSIDE OF THE TELECOMMUNICATIONS INDUSTRY, OUR STRATEGY
MAY NOT BE SUCCESSFUL AND OUR BUSINESS COULD SUFFER.
Approximately half of our revenues in 2001, and 88% in 2000, were
attributable to telecommunications clients. Consequently, we are particularly
susceptible to negative changes affecting the telecommunications industry in
general. To ameliorate this risk, our strategy depends on diversifying our
client base across more industries, including through selective acquisitions. We
cannot guarantee, however, that we will be successful in expanding into new
industries, or that our services will be as attractive to clients in different
industries as they have been to telecommunications companies. Success in
diversifying the industry base of our clients depends on a number of factors,
such as our sales and marketing efforts, the compatibility of our systems and
processes with non-telecommunications clients and the cost of integrating or
customizing our services to suit those clients. If we fail to expand our
business into new industries, we may not be able to implement our strategy, and
our future prospects could be negatively impacted.
OUR WRITTEN CONTRACTS GENERALLY DO NOT GUARANTEE SPECIFIC VOLUME LEVELS AND CAN
USUALLY BE TERMINATED ON LITTLE NOTICE.
Although we have written agreements with most of our clients, our
agreements generally do not assure specific volume or revenue levels. In
addition, some agreements provide for termination for any reason on short
notice. Our current agreement with BellSouth may be terminated by BellSouth for
any reason upon 90 days notice.
9
IF THE MARKET FOR TELECOMMUNICATIONS PRODUCTS OR SERVICES CHANGES, OR THE NEW
DSL PRODUCTS WE ARE DISTRIBUTING DO NOT ACHIEVE MARKET SUCCESS, OUR BUSINESS
COULD BE ADVERSELY AFFECTED.
Our success depends upon our ability to fulfill advanced
telecommunications equipment. Currently, we rely heavily upon the fulfillment of
Caller ID equipped telephones and DSL modems to the end user customers of our
telecommunications clients for our revenues. We also depend upon these clients
to promote Caller ID and DSL services. Our business, results of operations and
financial condition could be materially adversely affected if:
- the telecommunications products we fulfill and the related
services offered by our clients do not gain or sustain
marketplace acceptance;
- our telecommunications clients fail to adequately promote
these products and services; or
- our telecommunications clients lose market share.
IF THE INTERNET FAILS TO CONTINUE TO GROW, SOME OF OUR CLIENTS MAY NOT SUCCEED
AND OUR BUSINESS MAY BE HARMED.
Commercial use of the internet is relatively new. Internet and
e-commerce usage may be inhibited for a number of reasons, including:
- increased government regulation;
- insufficient availability, reliability or capacity of
telecommunications services;
- security and authentication concerns;
- difficulty of access; and
- inconsistent service quality.
We view e-commerce as another channel of distribution. Some of our
clients are dependent on the success of the internet either because they use
e-commerce as a channel for distribution or they distribute products that
facilitate internet usage. During 2001 and 2000, we lost some business due to
unsuccessful Internet Service Providers that utilized our service to distribute
their DSL modems. If the internet develops as a commercial medium more slowly
than we expect, it could also adversely affect our business.
IF WE ARE NOT ABLE TO CONTINUE OR MANAGE OUR GROWTH, OUR BUSINESS COULD BE
ADVERSELY AFFECTED.
Our operations have grown significantly in recent years. Our business,
results of operations and financial condition could be materially adversely
affected if we cannot effectively manage our growth. Our continued success
depends upon our ability to:
- initiate, develop and maintain existing and new client
relationships;
- respond to competitive developments;
- continue to develop our sales infrastructure;
- attract, train, motivate and retain management and other
personnel; and
- maintain the high quality of our services.
IF THE TREND TOWARD OUTSOURCING DOES NOT CONTINUE, OUR BUSINESS WILL BE
ADVERSELY AFFECTED.
We believe there has recently been a significant increase in businesses
outsourcing services not directly related to their principal business
activities. Our business, results of operations and financial condition could be
materially adversely affected if the outsourcing trend declines or reverses, or
if corporations bring previously outsourced functions back in-house.
Particularly during general economic downturns, businesses may bring in-house
previously outsourced functions in order to avoid or delay layoffs.
10
IF WE ARE NOT ABLE TO RETAIN OR EMPLOY QUALIFIED EMPLOYEES, INCLUDING KEY
EXECUTIVES, OUR EMPLOYMENT-RELATED COSTS MAY RISE AND OUR RESULTS OF OPERATIONS
COULD SUFFER.
WE MAY NOT BE ABLE TO RETAIN OR EMPLOY QUALIFIED MANAGERS.
We depend in large part on the abilities and continuing efforts of our
executive officers and senior management. Our business and prospects could be
materially adversely affected if (1) current officers and managers do not
continue in their key roles and we cannot attract and retain qualified
replacements or (2) we cannot attract and retain additional qualified personnel
to sustain growth. We have employment agreements with our key executive
officers. We cannot assure you that we will be able to retain them. We only
maintain key man life insurance on Scott D. Dorfman, in the amount of $3.5
million. In order to support growth, we must effectively recruit, develop and
retain additional qualified management personnel. We cannot assure you that in
the future we will be able to recruit and retain additional qualified managers.
WE MAY NOT BE ABLE TO RETAIN OR EMPLOY OTHER QUALIFIED EMPLOYEES.
Our success depends largely on our ability to recruit, hire, train and
retain qualified employees. If we cannot do so, our business, results of
operations or financial condition could be materially adversely affected. Our
industry is very labor-intensive and has experienced high personnel turnover. If
our employee turnover rate increases significantly, our recruiting and training
costs could rise and our operating effectiveness and productivity could decline.
In 2001, we terminated approximately 260 call center employees at our Atlanta
and Pueblo facilities and closed our Atlanta call center.
New clients or new large-scale marketing support programs may require
accelerated recruiting, hiring and training. We cannot assure you that we will
be able to continue to hire, train and retain sufficient qualified personnel to
adequately staff new programs or clients.
Some of our operations, particularly technical support and customer
service, require specially trained personnel. In addition, the unemployment rate
in the geographic area where our facilities are located is relatively low. Our
need for specially trained personnel and low unemployment rates may make it more
difficult and costly to hire and retain qualified personnel.
Currently, we are not a party to any collective bargaining agreements.
None of our employees are unionized. Although we consider our relationship with
our employees to be good, there have been occasional unionization initiatives at
Innotrac, particularly among our call center personnel. If our employees were to
join unions, we could incur increased wages, employee benefits and
employment-related administrative costs. A significant portion of our operating
expenses relates to labor costs. Therefore, an increase in wages or employee
benefits could materially adversely affect our business, results of operations
or financial condition.
COMPETITION MAY HURT OUR BUSINESS.
We operate in highly competitive markets and expect this environment to
persist and intensify in the future. Because our marketing support services
comprise marketing and product consultation, sales channel management,
fulfillment and back-end support, including our call center operations and
returns processing, we have many competitors who offer one or more of these
services. Our competitors include:
- in-house marketing support operations of our current and
potential clients;
- other firms offering specific services, like fulfillment and
call center operations; and
- large marketing support services firms.
A number of our competitors have developed or may develop financial and
other resources greater than ours. Additional competitors with greater name
recognition and resources may enter our markets. Our existing or potential
clients' in-house operations are also significant competitors. Our performance
and growth could be negatively impacted if:
11
- existing clients decide to provide, in-house, services they
currently outsource;
- potential clients retain or increase their in-house
capabilities; or
- existing clients consolidate their outsourced services with
other companies.
In addition, competitive pressures from current or future competitors
could result in significant price erosion, which could in turn materially
adversely affect our business, financial condition and results of operations.
Subsequent to 2001, negotiations of contract renewals with BellSouth, Warranty
Corporation of America and Nordstrom.com have resulted in price concessions due
to increased competitive pressures. For more information about our competition,
see "Business--Competition" in this Item 1.
IF WE ARE NOT ABLE TO KEEP PACE WITH CHANGING TECHNOLOGY, OUR BUSINESS WILL BE
MATERIALLY ADVERSELY AFFECTED.
Our success depends significantly upon our ability to:
- enhance existing services;
- develop applications to focus on our clients' needs; and
- introduce new services and products to respond to
technological developments.
If we fail to maintain our technological capabilities or respond
effectively to technological changes, our business, results of operations and
financial condition could be materially adversely affected. We cannot assure you
that we will select, invest in and develop new and enhanced technology on a
timely basis in the future in order to meet our clients' needs and maintain
competitiveness. We provide details about our technology in
"Business--Technology" in this Item 1.
OUR QUARTERLY RESULTS MAY FLUCTUATE, WHICH MAY CAUSE SIGNIFICANT SWINGS IN THE
MARKET PRICE FOR OUR COMMON STOCK.
Our operating results may fluctuate in the future based on many
factors. These factors include, among other things:
- changes in the telecommunications industry;
- changes in the marketing support services industry;
- changes in the timing and level of client-specific marketing
programs, including the timing and nature of promotions;
- pricing pressure;
- increased competition; and
- changes in customer purchasing patterns for products we
fulfill.
Due to these and any unforeseen factors, it is possible that in some
future quarter our operating results may be below the expectations of public
market analysts and investors. If that variance occurs, our common stock price
would likely decline materially.
OUR BUSINESS IS SUBJECT TO GOVERNMENT REGULATION, WHICH MAY LIMIT OUR ACTIVITIES
OR INCREASE OUR COSTS.
In connection with any outbound telemarketing services that we provide,
we must comply with federal and state regulations. These include the Federal
Communications Commission's rules under the Federal Telephone Consumer
Protection Act of 1991 and the Federal Trade Commission's regulations under the
Federal Telemarketing and Consumer Fraud and Abuse Prevention Act of 1994, both
of which govern telephone solicitation. If we conduct outbound telemarketing
services, these rules and regulations would apply to that portion of our
business.
12
Furthermore, there may be additional federal and state legislation or
changes in regulatory implementation. These changes could include
interpretations under the Telecommunications Act of 1996 restricting the ability
of telecommunications companies to use consumer proprietary network information,
or CPNI. New legislation or regulatory implementation in the future may
significantly increase compliance costs or limit our activities, our clients'
activities or the activities of companies to which we outsource outbound
telemarketing functions. Additionally, we could be responsible for failing to
comply with regulations applicable to our clients or companies to which we
outsource telemarketing.
If unfavorable federal or state legislation or regulations affecting
Caller ID service, internet service or other technology related to products we
fulfill and provide customer support for are adopted, our business, financial
condition and results of operations could be materially adversely affected. See
"Business -- Government Regulation" in this Item 1 for further information about
government regulation of our business.
IF WE ARE UNABLE TO INTEGRATE ACQUIRED BUSINESSES SUCCESSFULLY AND REALIZE
ANTICIPATED ECONOMIC, OPERATIONAL AND OTHER BENEFITS IN A TIMELY MANNER, OUR
PROFITABILITY MAY DECREASE.
If we are unable to integrate acquired businesses successfully, we may
incur substantial costs and delays in increasing our customer base. In addition,
the failure to integrate acquisitions successfully may divert management's
attention from Innotrac's existing business and may damage Innotrac's
relationship with its key customers and suppliers. Integration of an acquired
business may be more difficult when we acquire a business in a market in which
we have little or no expertise, or with a corporate culture different from
Innotrac's.
13
EXECUTIVE OFFICERS OF REGISTRANT
The executive officers of Innotrac are as follows:
NAME AGE POSITION
---- --- --------
Scott D. Dorfman.................. 44 Chairman of the Board, President and Chief
Executive Officer
David L. Ellin.................... 43 Senior Vice President--Sales
Larry C. Hanger................... 47 Senior Vice President--Client Services
David L. Gamsey .................. 44 Senior Vice President, Chief Financial Officer and
Secretary
Christopher H. Shaw............... 29 Vice President--Information Technology
Robert J. Toner. Jr. ............. 38 Vice President--Logistics
Patrick J. West .................. 37 President and Chief Executive Officer--UDS Division
Mr. Dorfman founded Innotrac and has served as Chairman of the Board,
President and Chief Executive Officer since its inception in 1984. Prior to
founding Innotrac, Mr. Dorfman was employed by Paymaster Checkwriter Company,
Inc., an equipment distributor. At Paymaster, Mr. Dorfman gained experience in
distribution, tracking and inventory control by developing and managing
Paymaster's mail order catalog.
Mr. Ellin joined Innotrac in 1986 and currently serves as Senior Vice
President--Sales. He has been a director since December 1997. He held the
position of Senior Vice President and Chief Operating Officer from November 1997
to December 2001 and served as Vice President from 1988 to November 1997. From
1984 to 1986, Mr. Ellin was employed by the Atlanta branch of WHERE Magazine,
where he managed the sales and production departments. From 1980 to 1984, Mr.
Ellin was employed by Paymaster, where he was responsible for Paymaster's sales
and collections.
Mr. Hanger joined Innotrac in 1994 and has served as Senior Vice
President--Client Services since April 1999 and as a director since December
1997. He served as Vice President--Business Development from November 1997
through April 1999. He served as Innotrac's Manager of Business Development from
1994 to November 1997, and was responsible for the management of the
telecommunication equipment marketing and service business. From 1979 to 1994,
Mr. Hanger served as Project Manager--Third Party Marketing at BellSouth
Telecommunications, Inc., a regional telecommunications company, where he
managed the marketing program for BellSouth's network services and was involved
in implementing the billing options program for BellSouth with Innotrac.
Mr. Gamsey has served as Senior Vice President, Chief Financial Officer
and Secretary since May 2000. In 2001, Mr. Gamsey was appointed to Innotrac's
Board of Directors. Prior to joining Innotrac, from September 1995 to May 2000,
he served as Chief Financial Officer of AHL Services, Inc., a provider of
contract staffing and outsourcing solutions. From 1988 to September 1995, Mr.
Gamsey was a Managing Director of Investment Banking at the accounting firm
Price Waterhouse LLP (now PricewaterhouseCoopers LLP). From 1987 to 1988, he
served as Chief Financial Officer of Visiontech, Inc., a manufacturer of contact
lenses, and from 1979 to 1987, he was a Senior Audit Manager for the accounting
firm Arthur Andersen LLP. Mr. Gamsey is a certified public accountant.
14
Mr. Shaw joined Innotrac in July of 2001 as Vice President--Information
Technology. From July 2000 through July 2001, he served in that same capacity
for Innotrac's subsidiary, Return.com Online LLC. Prior to that he was founder
and CEO of BigClix.com, Inc. a company that specialized in online community
applications. From 1997 to 1998 Mr. Shaw was the Vice President of Operations
for Flagship Net Solutions, a value-added reseller of computer services. Prior
to that, Mr. Shaw was Director of Technology for the Atlanta Committee for the
Olympic Games for the Athens venue.
Mr. Toner joined Innotrac in June of 2001 as Vice President--Logistics.
He brings 16 years of distribution, logistics, and transportation experience; 14
of those years were with McMaster-Carr Supply Company, a distributor of
industrial supplies. Most recently, Mr. Toner was the General Manager for Webvan
Group Inc., an Internet retailer, where he held the position of General Manager
for East Coast operations.
Mr. West joined Innotrac in December of 2000 when Innotrac acquired
Universal Distribution Services (UDS). Mr. West currently serves as President
and Chief Executive Officer - UDS Division for Innotrac. Mr. West founded UDS in
1992 and has served as its President and Chief Executive Officer since that
time.
ITEM 2. PROPERTIES
Our headquarters and fulfillment facilities are located in 250,000
square feet of leased space in Duluth, Georgia. Our corporate offices occupy
50,000 square feet of this facility and the remaining 200,000 square feet is
fulfillment space. This site also includes approximately 3.5 acres that will be
available for Innotrac's expansion requirements, if required. The lease for our
Duluth facility commenced in October 1998 and has a term of 10 years with two
five-year renewal options. The lease provides for an option to purchase the
facility at the end of the first five years of the term or at the end of the
first 10 years of the term. We have not yet determined whether to exercise this
purchase option.
As a result of the loss of the SBC contract, we elected to close our
call center operations in Duluth, Georgia in January 2002 and shifted our
Atlanta clients to our call center facility in Pueblo, Colorado. The lease will
expire in May 2002.
In June 1999, we entered into a lease for a new facility in Pueblo,
Colorado with an initial term of five years with two five-year renewal options.
The facility provides approximately 87,000 square feet of floor space.
Approximately 45,000 square feet is used as a call center, as well as quality
assurance, administrative, training and management space. This call center
supports 390 workstations and utilizes 220 of the workstations at present. It
currently operates twenty-four hours a day, seven days a week. The remaining
42,000 square feet is used for fulfillment.
In October 1999, we entered into a lease for a facility in Duluth,
Georgia with an initial term of five years with one three-year renewal option.
In August 2000, the Company filed a lease extension and modification that
expanded the facility space from approximately 52,000 square feet to 82,000
square feet. This lease extension has a four-year term. This facility provides
floor space for our literature fulfillment business.
With the acquisition of UDS, located in Reno, Nevada, in December 2000,
we operate a facility that consists of over 275,000 square feet and includes a
call center that can support 250 workstations. UDS leases this facility through
two lease agreements, which were initiated in August 1999 and October 2000.
These agreements have lease terms of three years and seven years, respectively.
Currently, the call center is configured with approximately 120 workstations. At
this time, the call center operates twenty-four hours a day, seven days a week.
The remainder of the facility is used for fulfillment.
With the acquisition of iFulfillment, we operate a 354,000 square foot
facility in Bolingbrook, Illinois. The lease for this facility was initiated at
the date of acquisition in July 2001 and expires on December 31, 2002. This
lease contains two five-year renewal options. This facility is used for
fulfillment.
15
ITEM 3. LEGAL PROCEEDINGS
We are not a party to any material legal proceeding. We are, from time
to time, a party to litigation arising in the normal course of our business.
Management believes that none of these actions, individually or in the
aggregate, will have a material adverse effect on our financial position or
results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders of the Company
during the fourth quarter of the fiscal year covered by this Report.
16
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
SHAREHOLDER MATTERS
The Company's Common Stock trades on the Nasdaq National Market under
the symbol "INOC". The following table sets forth for the periods indicated the
high and low sales prices of the Common Stock on the Nasdaq National Market.
HIGH LOW
---- ---
2001
First Quarter................................................... $ 6.250 $ 3.250
Second Quarter.................................................. $ 7.510 $ 6.130
Third Quarter................................................... $ 8.920 $ 5.550
Fourth Quarter.................................................. $ 8.000 $ 5.000
Fiscal Year Ended December 31, 2001............................. $ 8.920 $ 3.250
2000
First Quarter................................................... $ 13.500 $ 6.750
Second Quarter.................................................. $ 8.250 $ 4.750
Third Quarter................................................... $ 6.750 $ 4.750
Fourth Quarter.................................................. $ 5.750 $ 3.125
Fiscal Year Ended December 31, 2000............................. $ 13.500 $ 3.125
The approximate number of holders of record of Common Stock as of March
18, 2002 was 71. The approximate number of beneficial holders of our Common
Stock as of that date was 2080.
The Company has never declared cash dividends on the Common Stock. The
Company intends to retain its earnings to finance the expansion of its business
and does not anticipate paying cash dividends in the foreseeable future. Any
future determination as to the payment of cash dividends will depend upon such
factors as earnings, capital requirements, the Company's financial condition,
restrictions in financing agreements and other factors deemed relevant by the
Board of Directors. The payment of dividends by the Company is restricted by its
revolving credit facility.
RECENT SALES OF UNREGISTERED SECURITIES
The Company acquired UDS through a merger on December 8, 2000. In
connection with the merger, the Company issued 150,000 shares of its
unregistered Common Stock to two shareholders of UDS, in exchange for their UDS
shares, and a warrant to purchase 150,000 shares of Common Stock to a customer
of UDS, in exchange for the customer's waiver of a right of first refusal with
respect to UDS. Based on a formula for valuing the stock consideration paid by
the Company set forth in the merger agreement, the total value of the shares of
Common Stock issued to UDS's shareholders in connection with the merger was
$742,500. The exercise price per share of Common Stock subject to the warrant is
$6.50. The warrant is exercisable from December 8, 2001 through December 8,
2010, inclusive, based on a vesting schedule of 20% per year for the first 5
years that the warrant is outstanding.
Under the terms of the merger agreement, the former shareholders of UDS
may receive, as part of the consideration paid for their shares, annual
contingent payments ("earnouts") based on the operating income generated by the
Company's UDS Division over a three-year period that commenced December 1, 2000.
Based on an agreement reached between the Company and one former UDS
shareholder, such shareholder agreed to receive a portion of their "earnout" for
the first year of the earnout period in the form of 310,000 shares of
unregistered Common Stock. These shares were issued on February 1, 2002 and were
valued at $5.00 per share for purposes of the earnout.
The shares issued in connection with the merger and earnout were issued
in reliance upon the exemptions from registration contained in Sections 4(2)
and/or 4(6) of the Securities Act of 1933, as amended, and/or Regulation D
promulgated thereunder. In determining that such exemptions were available, the
Company relied upon certain representations and certifications made by the UDS
17
shareholders and the UDS customer. The description of the terms of the merger
agreement herein is qualified in its entirety by the full text of the merger
agreement, filed as an exhibit to this Annual Report on Form 10-K.
ITEM 6. SELECTED FINANCIAL DATA
The information contained under the heading "Selected Financial Data"
in the Company's 2001 Annual Report to Shareholders, filed as an exhibit hereto,
is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The information contained under the heading "Management's Discussion
and Analysis of Financial Condition and Results of Operations" in the Company's
2001 Annual Report to Shareholders, filed as an exhibit hereto, is incorporated
herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information contained under the heading "Management's Discussion
and Analysis of Financial Condition and Results of Operations--Quantitative and
Qualitative Disclosures About Market Risk" in the Company's 2001 Annual Report
to Shareholders, filed as an exhibit hereto, is incorporated herein by
reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information contained under the headings "Report of Independent
Public Accountants" and "Consolidated Financial Statements and Notes to the
Consolidated Financial Statements" in the Company's 2001 Annual Report to
Shareholders, filed as an exhibit hereto, is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
18
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information contained under the heading "Election of Directors" in
the definitive Proxy Statement used in connection with the solicitation of
proxies for the Company's 2002 Annual Meeting of Shareholders, to be filed with
the Commission, is hereby incorporated herein by reference. Pursuant to
Instruction 3 to Paragraph (b) of Item 401 of Regulation S-K, information
relating to the executive officers of the Company is included in Item 1 of this
Report.
ITEM 11. EXECUTIVE COMPENSATION
The information contained under the heading "Executive Compensation" in
the definitive Proxy Statement used in connection with the solicitation of
proxies for the Company's 2002 Annual Meeting of Shareholders, to be filed with
the Commission, is hereby incorporated herein by reference. The information
contained in the Proxy Statement under the headings "Compensation Committee
Report on Executive Compensation" and "Stock Performance Graph" shall not be
deemed incorporated herein by such reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information contained under the heading "Voting Securities and
Principal Shareholders" in the definitive Proxy Statement used in connection
with the solicitation of proxies for the Company's 2002 Annual Meeting of
Shareholders, to be filed with the Commission, is hereby incorporated herein by
reference.
For purposes of determining the aggregate market value of the Company's
voting stock held by nonaffiliates, shares held by all current directors and
executive officers of the Company have been excluded. The exclusion of such
shares is not intended to, and shall not, constitute a determination as to which
persons or entities may be "affiliates" of the Company as defined by the
Commission.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information contained under the heading "Related Party
Transactions" in the definitive Proxy Statement used in connection with the
solicitation of proxies for the Company's 2002 Annual Meeting of Shareholders,
to be filed with the Commission, is hereby incorporated herein by reference.
19
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(A) FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULES AND EXHIBITS
1. FINANCIAL STATEMENTS
The following financial statements and notes thereto are incorporated
herein by reference in Item 8 of this Report.
Report of Independent Public Accountants
Consolidated Balance Sheets as of December 31, 2001 and 2000
Consolidated Statements of Operations for the years ended December 31,
2001, 2000, and 1999
Consolidated Statements of Shareholders' Equity for the years ended
December 31, 2001, 2000, and 1999
Consolidated Statements of Cash Flows for the years ended December 31,
2001, 2000, and 1999
2. FINANCIAL STATEMENT SCHEDULES
Report of Independent Public Accountants as to Schedules
Schedule II - Valuation and Qualifying Accounts
3. EXHIBITS
The following exhibits are required to be filed with this Report by
Item 601 of Regulation S-K:
EXHIBIT NUMBER DESCRIPTION OF EXHIBITS
- -------------- -----------------------
2.1* Agreement and Plan of Merger dated December 8, 2000, by and among the
Registrant, UDS, Patrick West, Daniel Reeves and The Estate of John R. West
3.1 Amended and Restated Articles of Incorporation of the Registrant, (incorporated
by reference to Exhibit 3.1 to the Registrant's Amendment No. 1 to Registration
Statement on Form S-1 (Commission File No. 333-42373), filed with the Commission
on February 11, 1998)
3.2 Amended and Restated By-laws of the Registrant (incorporated by reference to
Exhibit 3.2 to the Registrant's Registration Statement on Form S-1/A (Commission
File No. 333-79929), filed with the Commission on July 22, 1999)
4.1 Form of Common Stock Certificate of the Registrant (incorporated by reference to
Exhibit 4.1 to the Registrant's Amendment No. 1 to Registration Statement on
Form S-1 (Commission File No. 333-42373), filed with the Commission on February
11, 1998)
4.2(a) Rights Agreement between Company and Reliance Trust Company as Rights Agent,
dated as of December 31, 1997 (incorporated by reference to Exhibit 4.2 to the
Registrant's Amendment No. 1 to Registration Statement on Form S-1 (Commission
File No. 333-42373), filed with the Commission on February 11, 1998)
(b) First Amendment to the Rights Agreement dated as of November 30, 2000 between the Company,
Reliance Trust Company and SunTrust Bank, dated as of
20
November 30, 2000 (incorporated by reference to Exhibit 4.2(b) to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 2000 (Commission File No. 000-23741), filed with the
Commission on March 30, 2001)
10.1(a)+ Stock Option and Incentive Award Plan (incorporated by reference to Exhibit 10.2
to the Registrant's Registration Statement on Form S-1 (Commission File No.
333-42373), filed with the Commission on December 16, 1997)
(b)+ Amendment No. 1 to Stock Option and Incentive Award Plan (incorporated by
reference to Exhibit 10.2(b) to the Registrant's Amendment No. 1 to Registration
Statement on Form S-1 (Commission File No. 333-42373), filed with the Commission
on February 11, 1998)
10.2+ 2000 Stock Option and Incentive Award Plan and amendment thereto (incorporated
by reference to Exhibit 4.3 and 4.4 to the Registrant's Form S-8 (Commission
File No. 333-54970) filed with the Commission on February 5, 2001)
10.3 Purchase Agreement for Services between BellSouth Telecommunications, Inc. and
the Registrant, effective November 1, 1998 (incorporated by reference to Exhibit
10.4 to the Registrant's Annual Report on Form 10-K for the year ended December
31, 1998 (Commission File No. 000-23741), filed with the Commission on March 26,
1999)
10.4(a) Form of Indemnification Agreements entered into as of December 11, 1997, by and
between the Registrant and each of Messrs. Scott D. Dorfman, David L. Ellin,
Larry C. Hanger, Donald L. Colter, Jr., John H. Nichols III, Bruce V. Benator,
Martin J. Blank, Campbell B. Lanier, III and William H. Scott, III (incorporated
by reference to Exhibit 10.5 to the Registrant's Registration Statement on Form
S-1 (Commission File No. 333-42373), filed with the Commission on December 16,
1997)
(b) Form of Indemnification Agreements by and between the Registrant and each of Stephen J.
Walden and William Hendrick (incorporated by reference to Exhibit 10.5(b) to the
Registrant's Form S-1 (Commission File No. 333-79929), filed with the Commission on June 3,
1999)
10.5 Lease, dated June 16, 1999, between Lockheed Martin Corporation and the
Registrant (incorporated by reference to Exhibit 10.6 to the Registrant's Form
S-1/A (Commission File No. 333-79929), filed with the Commission on June 28,
1999)
10.6 Lease, dated April 1, 1996, by and between Weeks Realty, L.P. and the Registrant
(incorporated by reference to Exhibit 10.7 to the Registrant's Registration
Statement on Form S-1 (Commission File No. 333-42373), filed with the Commission
on December 16, 1997)
10.7(a) Lease, dated December 8, 1997, by and between Weeks Development Partnership and
the Registrant (incorporated by reference to Exhibit 10.8 to the Registrant's
Amendment No. 1 to Registration Statement on Form S-1 (Commission File No.
333-42373), filed with the Commission on February 11, 1998)
(b) First Amendment to Lease Agreement dated May 1 1999, by and between Weeks
Development Partnership and the Registrant (incorporated by reference to Exhibit
10.8(b) to the Registrant's Registration Statement on From S-1/A (Commission
21
File No. 333-79929), filed with the Commission on June 28, 1999)
10.8 Sublease Agreement, dated May 26, 1999, by and between HSN Realty LLC and
Universal Distribution Services, Inc. (incorporated by reference to Exhibit
4.2(b) to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 2000 (Commission File No. 000-23741), filed with the Commission on
March 30, 2001)
10.9(a) Master Lease Agreement and Addendums, dated March 20, 2000, by and between
Computer Sales International, Inc. and the Registrant (incorporated by reference
to Exhibit 4.2(b) to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000 (Commission File No. 000-23741), filed with the
Commission on March 30, 2001)
(b) First Amendment to Master Lease Agreement dated June 8, 2000, by and between
Computer Sales International, Inc. and the Registrant (incorporated by reference
to Exhibit 4.2(b) to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000 (Commission File No. 000-23741), filed with the
Commission on March 30, 2001)
(c) Second Amendment to Master Lease Agreement dated September 28, 2000, by and
between Computer Sales International, Inc. and the Registrant (incorporated by
reference to Exhibit 4.2(b) to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 2000 (Commission File No. 000-23741), filed with the
Commission on March 30, 2001)
10.10+ Split Dollar Life Insurance Agreement, dated July 10, 1997, by and between the
Registrant, Bruce V. Benator, as Trustee of The Scott David Dorfman Family Trust
#2, and Scott David Dorfman (incorporated by reference to Exhibit 10.9 to the
Registrant's Amendment No. 1 to Registration Statement on Form S-1 (Commission
File No. 333-42373), filed with the Commission on February 11, 1998)
10.11+ Innotrac Corporation Deferred Compensation Plan, effective as of October 16,
1997 (incorporated by reference to Exhibit 10.10 to the Registrant's Amendment
No. 1 to Registration Statement on Form S-1 (Commission File No. 333-42373),
filed with the Commission on February 11, 1998)
10.12+ Grantor Trust Agreement dated October 16, 1997, by and between the Registrant
and Wachovia Bank, N.A. (incorporated by reference to Exhibit 10.11 to the
Registrant's Amendment No. 1 to Registration Statement on Form S-1/A (Commission
File No. 333-42373), filed with the Commission on February 11, 1998)
10.13 (a) Amended and Restated Loan and Security Agreement between the Registrant and
SouthTrust Bank, N.A., dated January 25, 1999 (incorporated by reference to
Exhibit 10.14 to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998 (Commission File No. 0-23741), filed with the Commission on
March 26, 1999)
(b) First Amendment to Amended and Restated Loan and Security Agreement by and
between the Registrant and SouthTrust Bank, N.A., dated April 29, 1999
(incorporated by reference to Exhibit 10.14(b) to the Registrant's Registration
Statement on Form S-1 (Commission File No. 333-79929), filed with the Commission
on June 3, 1999)
22
(c) Letter Modification/Waiver to Amended and Restated Loan and Security Agreement,
as amended, effective August 14, 2000 (incorporated by reference to Exhibit 10.1
to the Registrant's Quarterly Report on Form 10-Q (Commission File No. 0-23741),
filed with the Commission on November 13, 2000)
10.14+* 2002 Senior Executive Incentive Compensation Plan
10.15 (a)+ Amended and Restated Employment Agreement dated August 21, 2000, by and between
David L. Gamsey and the Registrant (incorporated by reference to Exhibit 10.2 to
the Registrant's Quarterly Report on Form 10Q/A (Commission File No. 0-23741),
filed with the Commission on August 21, 2000)
(b)+ Amendment to Amended and Restated Employment Agreement dated February 14, 2001,
by and between David L. Gamsey and the Registrant (incorporated by reference to
Exhibit 4.2(b) to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 2000 (Commission File No. 000-23741), filed with the Commission on
March 30, 2001)
10.16+ Employment Agreement dated August 31, 2000, by and between Scott D. Dorfman and
the Registrant (Incorporated by reference to Exhibit 10.2 to the Registrant's
Quarterly Report on Form 10-Q (Commission File No. 0-23741), filed with the
Commission on November 13, 2000)
10.17+ Employment Agreement dated August 30, 2000, by and between David L. Ellin and
the Registrant (incorporated by reference to Exhibit 10.3 to the Registrant's
Quarterly Report on Form 10-Q (Commission File No. 0-23741), filed with the
Commission on November 13, 2000)
10.18+ Employment Agreement dated August 31, 2000, by and between Larry C. Hanger and
the Registrant (incorporated by reference to Exhibit 10.4 to the Registrant's
Quarterly Report on Form 10-Q (Commission File No. 0-23741), filed with the
Commission on November 13, 2000)
10.19 Operating Agreement dated December 28, 2000, by and among the Registrant,
Return.com Online, LLC, and Mail Boxes Etc., USA, Inc. (Incorporated by
reference to Exhibit 10.22 to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 2000 (Commission File No. 000-23741), filed with
the Commission on March 30, 2001)
10.20 Agreement to Discharge Debt, dated April 17, 2001, between Return.com Online LLC
and Mail Boxes Etc., USA, Inc. (Incorporated by reference to Exhibit 10.1 to the
Registrant's Quarterly Report on Form 10-Q (Commission File No. 0-23741), filed
with the Commission on May 14, 2001)
10.21 Agreement to Terminate Services and Marketing Agreement, dated April 17, 2001,
between Return.com Online LLC, Mail Boxes Etc., USA, Inc. and the Registrant
(Incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report
on Form 10-Q (Commission File No. 0-23741), filed with the Commission on May 14,
2001)
10.22 Letter of Amendment to Amended and Restated Loan and Security Agreement by and
between the Registrant and SouthTrust Bank, N.A. effective September 10, 2001
(Incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report
on Form 10-Q (Commission File No. 0-23741) filed with the Commission on November
13, 2001)
10.23* Lease, dated July 23, 2001, by and between The Lincoln National Life Insurance
Company and iFulfillment, Inc.
23
10.24+* Employment Agreement dated December 31, 2001, by and between Robert J. Toner,
Jr. and the Registrant
10.25+* Employment Agreement dated December 8, 2000, by and between Patrick J. West and
the Registrant
13.1* Portions of the Registrant's Annual Report to Shareholders for 2001 incorporated
into this Form 10-K
21.1* List of Subsidiaries
24.1* Power of Attorney (included on signature page)
99.1* Letter Pursuant to Temporary Note 3T to Regulation S-X
* Filed herewith.
+ Management contract or compensatory plan or arrangement required to be
filed as an exhibit.
(B) REPORTS ON FORM 8-K
No reports on Form 8-K were filed by the Registrant during the fourth
quarter of the Registrant's 2001 fiscal year.
24
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS AS TO SCHEDULES
We have audited in accordance with auditing standards generally accepted in the
United States, the consolidated financial statements of INNOTRAC CORPORATION AND
SUBSIDIARIES included in this Form 10-K and have issued our report thereon dated
February 8, 2002. Our audits were made for the purpose of forming an opinion on
the basic financial statements taken as a whole. The schedule listed in the
index 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 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
ARTHUR ANDERSEN LLP
Atlanta, Georgia
February 8, 2002
S-1
INNOTRAC CORPORATION
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Balance at Charged to Balance at
Beginning Charged to Other End of
Description of Period Expenses Accounts Deductions Period
- ----------- ---------- ---------- ----------- ---------- ----------
(in thousands)
Provision for uncollectible accounts
Year ended December 31,
2001 ......................................... $ 3,416 $ 3,813 $ 50 $ (4,016) $ 3,263
2000 ......................................... 1,177 3,325 1,254 (2,340) 3,416
1999 ......................................... 4,935 5,552 0 (9,310) 1,177
Provisions for returns and allowances
Year ended December 31,
2001 ......................................... $ 725 $ 211 $ 843 $ (1,586) $ 193
2000 ......................................... 297 5,697 12,428 (17,697) 725
1999 ......................................... 602 6,301 15,836 (22,442) 297
Provision for restructuring charge
(e-commerce exit costs)
Year ended December 31,
2001 ......................................... $ 2,831 $ 0 $ (100) $ (900) $ 1,831
2000 ......................................... 0 4,618 0 (1,787) 2,831
S-2
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, on the 28th day of
March, 2002.
INNOTRAC CORPORATION
By: /s/ Scott D. Dorfman
------------------------------------
Scott D. Dorfman
Chairman of the Board, President and
Chief Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature
appears below constitutes and appoints Scott D. Dorfman and David L. Gamsey and
either of them, as attorneys-in-fact, with power of substitution, for him in any
and all capacities, to sign any amendments to this Report on Form 10-K, and to
file the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant in the capacities indicated on the 28th day of March, 2002.
Signature Title
- --------- -----
/s/ Scott D. Dorfman Chairman of the Board, President and Chief Executive
- ------------------------------------------------- Officer (principal executive officer)
Scott D. Dorfman
/s/ David L. Gamsey Senior Vice President, Chief Financial Officer,
- ------------------------------------------------- Secretary (principal financial and accounting
David L. Gamsey officer) and Director
/s/ David L. Ellin Senior Vice President--Sales and Director
- -------------------------------------------------
David L. Ellin
/s/ Larry C. Hanger Senior Vice President--Client Services and Director
- -------------------------------------------------
Larry C. Hanger
/s/ Bruce V. Benator Director
- -------------------------------------------------
Bruce V. Benator
/s/ Martin J. Blank Director
- -------------------------------------------------
Martin J. Blank