UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 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 Number 0-15596
SITI-SITES.COM, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-1940923
(State of incorporation) (I.R.S. Employer Identification No.)
594 Broadway, Suite 1001, New York, New York 10012
(Address of principal executive offices) (Zip Code)
(212) 925-1181
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES |X| NO |_|
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
YES |X| NO |_|
As of August 4, 2001, the registrant had outstanding approximately 15,500,000
shares of its Common Stock, par value $.001 per share.
The following documents are incorporated herein by reference:
(1) Annual Report to security holders on Form 10-K for the year ended
March 31, 1999, as amended by Amendment No. 1 on Form 10-K/A
(collectively, the "Form 10-K for 1999");
(2) Annual Report to security holders on Form 10-K for the year ended
March 31, 2000, (the "Form 10-K for 2000");
(3) Annual Report to security holders on Form 10-K for the year ended
March 31, 2001, (the "Form 10-K for 2001");
(4) Definitive Proxy Statement on Schedule 14A relating to the Company's
Annual Meeting on December 14, 1999 (the "Proxy Statement as of
12/14/99");
Such documents are referred to in this Quarterly Report on Form 10-Q in several
places.
SITI-SITES.COM, INC.
FORM 10-Q
JUNE 30, 2001
INDEX
PART I. FINANCIAL INFORMATION Page No.
--------
Balance Sheets.......................................................... 1
Statements of Operations and Comprehensive Loss......................... 2
Statements of Cash Flows................................................ 3
Notes to Condensed Financial Statements................................. 4
Management's Discussion and Analysis of Financial Condition
and Results of Operations............................................... 10
PART II. OTHER INFORMATION............................................. 13
Item 1. Legal Proceedings .............................................. 13
Item 6. Exhibits and Reports on Form 8-K................................ 13
PART I. FINANCIAL INFORMATION
SITI-Sites.com, Inc.
Balance Sheets
(Amounts in thousands)
June 30, 2001 March 31,
(Unaudited) 2001
- ---------------------------------------------------------------------------------------------
Assets
Current assets:
Cash and cash equivalents $ 479 $ 326
Marketable securities -- 624
Receivables and other assets 30 25
Net assets of discontinued operation 19 --
----------- -----------
Total current assets 528 975
----------- -----------
Equipment, net of accumulated depreciation 111 121
Intangibles:
Goodwill -- 289
Less: Accumulated amortization -- (289)
----------- -----------
Intangibles, net -- --
----------- -----------
Total assets $ 639 $ 1,096
=========== ===========
Liabilities and Stockholders' Equity:
Current Liabilities
Accounts payable and accrued liabilities $ 84 $ 114
Net liabilities of discontinued operation -- 79
----------- -----------
Total current liabilities 84 193
----------- -----------
Total liabilities 84 193
----------- -----------
Commitments and contingencies
Stockholders' Equity:
Preferred stock $.001 par value, 5,000 shares
authorized, respectively, and none issued and outstanding -- --
Common stock, $.001 par value, 35,000 shares authorized,
respectively, and 15,517 issued and outstanding, respectively 16 16
Paid-in capital 77,561 77,486
Accumulated deficit (76,692) (76,272)
----------- -----------
885 1,230
Treasury stock, 112 shares at cost (330) (330)
Accumulated Other Comprehensive Income -- 3
----------- -----------
Total stockholders' equity 555 903
----------- -----------
Total liabilities and stockholders' equity $ 639 $ 1,096
=========== ===========
See accompanying notes to consolidated financial statements.
1
Statements of Operations and Comprehensive Loss
(Amounts in thousands, except per share amounts)
Three months ended June 30, 2001 2000
(Unaudited) (Unaudited)
- -------------------------------------------------------------------------------------------------
Revenues $ -- $ --
------------ ------------
Operating costs and expenses:
Selling, general and administrative expenses 385 431
------------ ------------
Total operating costs and expenses 385 431
------------ ------------
Operating loss (385) (431)
------------ ------------
Other income:
Interest income 4 3
Gain on sale of marketable securities 5 --
Gain on litigation settlement -- 19
------------ ------------
Total other income 9 22
------------ ------------
Loss from continuing operations (376) (409)
------------ ------------
Discontinued operations:
Loss from discontinued operations (44) (71)
------------ ------------
Loss from discontinued operations (44) (71)
------------ ------------
Net loss (420) (480)
Other comprehensive gain (loss), net of tax and reclassification
adjustment for realized gains (3) 8
------------ ------------
Comprehensive loss $ (423) $ (472)
============ ============
Basic and diluted loss per common share:
Loss from continuing operations $ (.024) $ (.038)
Loss from discontinued operations (.003) (.006)
------------ ------------
Net loss per common share $ (.027) $ (.044)
============ ============
Weighted average number of Common Shares used in basic and
diluted calculations 15,517 10,788
============ ============
Interim results are not indicative of the results expected for a full year. See
accompanying notes to consolidated financial statements.
2
Statements of Cash Flows
(Amounts in thousands)
Three months ended June 30, 2001 2000
(Unaudited) (Unaudited)
- -----------------------------------------------------------------------------------------------------
Cash flow from operating activities:
Net loss $ (420) $ (480)
Adjustments to reconcile net loss to net cash (used in) provided by
continuing activities:
Gain on settlement -- (19)
Gain on sale of marketable securities (5) --
Depreciation and amortization 11 24
Contribution of services by management 75 41
Compensation and consulting fees via stock -- 24
Loss on discontinued operations 44 71
(Increase) decrease in:
Prepaid expenses -- 24
Receivables (5) 2
Increase (decrease) in:
Accounts payable (4) (92)
Accrued liabilities (26) 22
-----------------------------
Net cash used in continuing operations (330) (383)
Net cash used in discontinued operations (142) (52)
- -----------------------------------------------------------------------------------------------------
Net cash used in operating activities (472) (435)
- -----------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Proceeds from sale of marketable securities 626 --
Purchase of marketable securities -- (346)
Purchase of property and equipment (1) (12)
- -----------------------------------------------------------------------------------------------------
Net cash (used in) provided by investing activities 625 (358)
- -----------------------------------------------------------------------------------------------------
Cash flow from financing activities:
Proceeds from the issuance of common stock -- 1,000
- -----------------------------------------------------------------------------------------------------
Net cash provided by financing activities -- 1,000
- -----------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents 153 207
Cash and cash equivalents, beginning of quarter 326 714
- -----------------------------------------------------------------------------------------------------
Total cash and cash equivalents, end of quarter (including cash
amounts in net liabilities of discontinued operations) $ 479 $ 921
=============================
See accompanying notes to consolidated financial statements.
3
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) BUSINESS
SITI-Sites.com, Inc., a Delaware corporation, and its various divisions,
(referred to collectively as "SITI" or the "Company") operate as an Internet
media company with three websites for the marketing of news and services. The
Company's current websites relate entirely to the music industry. The Company
intends to develop these websites further by entering into strategic
partnerships and affiliations. As part of this strategy, in June, 1999 the
Company acquired Tropia, Inc. which promotes and markets the music of selected
independent artists on its website www.Tropia.com. On June 20, 2000, Tropia,
Inc. was merged into SITI-Sites.com, Inc. The Company next acquired three
music-related websites, www.HungryBands.com (an e-commerce website and business
promoting and selling music by independent artists), www.NewMediaMusic.com (an
e-news/magazine business), and www.NewYorkExpo.com (a music and Internet
conference business), all in January, 2000. As a result of the loss associated
with 2001 Expo and the inability to produce significant revenue, the Company
wrote off approximately $113,000 of goodwill and discontinued its New York Expo
division effective March 31, 2001. (See Notes 1(b) and 3.) In fiscal 2000, the
Company had made a $500,000 investment in a custom music CD compilation and
promotion company, Volatile Media, Inc., which did business as EZCD.com, now in
bankruptcy liquidation. The investment was written off at March 31, 2000.
The authorized shares have been increased to 35,000,000 common shares and
5,000,000 preferred shares as described in the Proxy Statement as of 12/14/99.
SITI-Sites.com, Inc. was incorporated in Delaware in 1984 under former
management and control persons. As a result of a change of control of the
Company in December, 1998, the Company's senior management and Board of
Directors were replaced. The new senior management and Board of Directors
changed the strategic direction of the Company from being a developer of
patented communication technologies, to that of an Internet media company.
The accompanying unaudited condensed consolidated financial statements
reflect all adjustments which, in the opinion of management, are necessary for a
fair presentation of the results of operations for the periods shown and include
the accounts and results of the Company's wholly-owned subsidiaries. All
significant intercompany accounts have been eliminated in consolidation. The
results of operations for such periods are not necessarily indicative of the
results expected for the full fiscal year or for any future period.
These financial statements should be read in conjunction with the
consolidated financial statements and related notes included in the Company's
Annual Report on Form 10-K for the year ended March 31, 2001.
(b) MANAGEMENT'S PLAN
The Company's management believes that current cash resources will be
sufficient to meet the Company's anticipated cash needs for working capital and
capital expenditures for the next six months. If certain shareholders remain
satisfied with results of the software and database content development now in
process, these shareholders presently intend to invest a total of $500,000 into
equity of the Company by October 31, 2001. There can be no assurance that the
shareholders will remain satisfied with the results or that they will invest the
additional equity in the Company.
(c) DISCONTINUED OPERATIONS
As a result of the losses associated with the April 21-22, 2001 Music and
Internet Expo, the Company discontinued these operations resulting in a loss of
approximately $44,000 and $71,000, respectively, for the three months ended June
30, 2001 and 2000.
In accordance with Accounting Principles Board, ("APB") Statement #30,
"Reporting the Effects of the
4
Disposal of a Segment of a Business," the prior period's financial statements
have been restated to reflect such discontinuation. All assets and liabilities
of the discontinued segment have been reflected as net assets or liabilities of
discontinued operations. The following table reflects the net assets:
For the quarter ended, June 30, 2001
----------
(Amounts in
thousands)
Cash 17
Receivable 18
Prepaid expenses and other --
Accrued expenses (16)
------
Total 19
======
Operating results from discontinued operations are as follows:
For the quarters ended, June 30, 2001 2000
----------------------
(Amounts in thousands)
Revenues $ -- $ --
-------------------
Operating costs and expenses:
Cost of Sales 44 14
Selling, general and administrative expenses -- 57
-------------------
Total operating costs and expenses 44 71
-------------------
Operating Loss (44) (71)
Other income and (expenses) --
-------------------
Income (loss) from discontinued operations $ (44) $ (71)
===================
(d) USE OF ESTIMATES
In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
(e) CASH AND CASH EQUIVALENTS
Cash and cash equivalents include the Company's cash balances and
short-term investments that mature in 90 days or less from the original date of
maturity. Cash and cash equivalents are carried at cost plus accrued interest,
which approximates market.
(f) MARKETABLE SECURITIES
The Company does not intend to hold its investments to maturity, and
classifies these securities as available-for-sale and carries them at fair
value. Unrealized holding gains and losses (determined by specific
identification) on investments classified as available-for-sale, are carried as
a separate component of stockholders' equity.
(g) REVENUE RECOGNITION
Revenues from CD sales are recognized upon shipment to the customer.
(h) LOSS PER COMMON SHARE
Loss per share for the quarters ended June 30, 2001 and June 30, 2000 was
based on the weighted average number of common shares and common stock
equivalents (convertible preferred shares, stock options and warrants), if
applicable, assumed to be outstanding during the year. The weighted average
number of shares used in the
5
computation of loss per share for the quarters ended June 30, 2001 and 2000 are
15,517,178 and 10,787,837, respectively.
Common stock equivalents were not included in the computation of weighted
average shares outstanding for all periods presented because such inclusion
would be anti-dilutive.
(i) EQUIPMENT
Equipment is recorded at cost. Depreciation is recorded using the
straight-line method over the estimated useful lives of the assets of 3 to 7
years.
(j) INTANGIBLES
The carrying amount of goodwill is reviewed if facts and circumstances
suggest that it may be impaired. If this review indicates that goodwill will not
be recoverable, as determined based on the estimated undiscounted cash flows of
the entity acquired over the remaining amortization period, the carrying amount
of goodwill is decreased by the estimated shortfall of cash flows. In the last
quarter of fiscal 2001, the Company determined its goodwill was impaired based
on continuing negative cash flows over the remaining amortization period and
wrote off approximately $134,000.
(k) COMPREHENSIVE LOSS
Comprehensive loss is comprised of net loss and all changes to
stockholders' equity, except those resulting from investments by owners
(changes
in paid in capital) and distributions to owners (dividends). For all periods
presented, comprehensive loss is comprised of unrealized holding gains or losses
on marketable securities.
(l) WEBSITE EXPENSES
In March 2000, the Emerging Issues Task Force of the Financial Accounting
Standards Board issued consensuses on an emerging accounting issue entitled
"Accounting for Web Site Development Costs" (Issue 00-2). These consensuses
addressed costs incurred in the planning stage, the application and
infrastructure development stage, graphics development stage, the content
development stage, and the operating stage. The consensuses call for
capitalization or expense treatment of various costs depending on certain
criteria. The consensuses are applicable for costs incurred for fiscal quarters
beginning after June 30, 2000 and allows a company to adopt the consensuses as a
cumulative effect of a change in accounting principles.
The web site development costs incurred during the quarter ended June 30,
2001 were associated with the operating stage and were expensed as provided for
in Issue 00-2. Web site development costs incurred through June 30, 2000 were
expensed and the Company has elected to not capitalize any previously eligible
costs.
2. STATEMENT OF CASH FLOWS
Three months ended June 30,
---------------------------
2001 2000
---------------------------
(Amounts in thousands)
Supplemental disclosures of cash flow information:
Cash paid during the year for interest $ -- $ --
Cash paid during the year for income taxes $ 1 $ 1
Non-cash transactions:
Contribution of salaries by management $ 75 $ 51
HungryBands $ -- $ 53
Compensation and consulting fees via stock $ -- $ 32
6
3. GOODWILL
As a result of management's review of the carrying amount of goodwill, on
March 31, 2001, the Company wrote off $134,000 of goodwill as a result of the
losses associated with the 2001 Expo, the discontinuation of the New York Expo
business segment, and the estimated future undiscounted cash flows associated
with the remaining entities. Of the $134,000, approximately $21,000 relates to
the NewYork Expo and the remaining $113,000 relates to the other divisions
acquired as described above.
4. LICENSING AGREEMENTS
Throughout the current and prior fiscal years, the Company has entered
into certain royalty agreements with artists whereby, the Company is obligated
to reimburse the artists $5.00 per sale of an artist's CD. Such sales have been
nominal for the quarters ended June 30, 2001 and 2000, respectively.
5. SEGMENT INFORMATION
The Company has divided its operations into 3 reportable segments:
Tropia/HungryBands, NewMediaMusic and Corporate.
The reporting segments follow the same accounting policies used for the
Company's consolidated financial statements as described in the summary of
significant accounting policies. Management evaluates a segment's performance
based upon profit or loss from operations before income taxes. Intersegment
sales or transfers are recorded based on prevailing market prices. The Company
determines its reporting segments based upon their varying product lines.
Following is a tabulation of business segment information for the quarters
ended June 30, 2001 and 2000.
Tropia/ New
Hungry Media Inter-
------ ----- ------
Bands Music Corporate Segment Total
----- ----- --------- ------- -----
Three months
ended June 30,
2001 (Amounts in thousands)
- ---------------
Sales
Operating loss (91) (122) (172) (385)
Interest Income 4 4
Other Income 5 5
Loss from
discontinued
operations (44) (44)
Net loss (91) (122) (207) (420)
Assets 639 639
Depreciation and
amortization 3 4 4 11
7
Tropia/ New
Hungry Media Inter-
------ ----- ------
Bands Music Corporate Segment Total
----- ----- --------- ------- -----
Three months
ended June 30,
2000 (Amounts in thousands)
- ---------------
Sales
Operating loss (162) (96) (173) (431)
Interest Income 3 3
Other Income 19 19
Loss from
discontinued
operations (71) (71)
Net loss (162) (96) (222) (480)
Assets 2,115 2,115
Depreciation and
amortization 2 2 20 24
6. LITIGATION
As of the date of this report the Company knows of no pending or
threatened legal actions against the Company that would have a material impact
on the operations or financial condition of the Company.
On May 1, 2000, the former officers of Tropia (Jonathan Blank, Ari Blank
and Arjun Nayyer) entered into a settlement agreement with the Company in
connection with various claims and their activities since their resignations
during the third quarter of the fiscal 2000. As a result of the agreement, all
claims have been settled and they have returned an additional 50,000 shares to
the Company resulting in an increase in treasury stock and a corresponding gain
on litigation settlement of approximately $19,000. In addition, the former
officers have waived any and all of their rights to the 158,333 escrowed shares
related to the original acquisition of Tropia.
Defaults by EZCD.com as to its investment representations, and its content
and technology sharing agreement with the Company could result in litigation or
other legal complications, and attendant costs and efforts by the Company's
management to resolve such matters. EZCD.com filed for bankruptcy liquidation in
August, 2000 and the Company is making claims in such proceeding.
From time to time in previous years, the Company had been a party to other
legal actions and proceedings incidental to its business. As of the date of this
report, however, the Company knows of no other pending or threatened legal
actions that could have a material impact on the operations or financial
condition of the Company.
7. EQUIPMENT
Equipment consisted of the following:
June 30, 2001 March 31, 2001
-----------------------------
(Amounts in thousands)
Computer Equipment and Furniture $ 160 $ 159
Computer Software 7 7
Accumulated Depreciation (56) (45)
------ ------
Equipment, net $ 111 $ 121
====== ======
8
8. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities were comprised of the following:
June 30, 2001 March 31, 2001
-------------------------------
(Amounts in thousands)
Accrued audit and tax fees $ 39 $ 60
Deferred rent 7 8
Accrued expenses and
Accounts payable 38 46
------ ------
$ 84 $ 114
====== ======
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
THIS QUARTERLY REPORT ON FORM 10-Q CONTAINS FORWARD LOOKING STATEMENTS
WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995,
INCLUDING, BUT NOT LIMITED TO STATEMENTS RELATED TO BUSINESS OBJECTIVES AND
STRATEGY OF THE COMPANY. SUCH FORWARD-LOOKING STATEMENTS ARE BASED ON CURRENT
EXPECTATIONS, ESTIMATES AND PROJECTIONS ABOUT THE COMPANY'S INDUSTRY,
MANAGEMENT'S BELIEFS AND CERTAIN ASSUMPTIONS MADE BY THE COMPANY'S MANAGEMENT.
WORDS SUCH AS "ANTICIPATES," "EXPECTS," "INTENDS," "PLANS," "BELIEVES," "SEEKS,"
"ESTIMATES," VARIATIONS OF SUCH WORDS AND SIMILAR EXPRESSIONS ARE INTENDED TO
IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. THESE STATEMENTS ARE NOT GUARANTEES OF
FUTURE PERFORMANCE AND ARE SUBJECT TO CERTAIN RISKS, UNCERTAINTIES AND
ASSUMPTIONS THAT ARE DIFFICULT TO PREDICT; THEREFORE, ACTUAL RESULTS MAY DIFFER
MATERIALLY FROM THOSE EXPRESSED, FORECASTED, OR CONTEMPLATED BY ANY SUCH
FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE ACTUAL EVENTS OR RESULTS TO
DIFFER MATERIALLY INCLUDE, AMONG OTHERS, THOSE RISK FACTORS SET FORTH IN THE
COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED MARCH 31, 2001. GIVEN
THESE UNCERTAINTIES, INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON ANY
SUCH FORWARD-LOOKING STATEMENTS. UNLESS REQUIRED BY LAW, THE COMPANY UNDERTAKES
NO OBLIGATION TO UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A
RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. HOWEVER, READERS SHOULD
CAREFULLY REVIEW THE RISK FACTORS SET FORTH IN OTHER REPORTS OR DOCUMENTS THE
COMPANY FILES FROM TIME TO TIME WITH THE SECURITIES AND EXCHANGE COMMISSION,
PARTICULARLY THE ANNUAL REPORTS ON FORM 10-K, OTHER QUARTERLY REPORTS ON FORM
10-Q AND ANY CURRENT REPORTS ON FORM 8-K.
OVERVIEW
SITI-Sites.com, Inc., a Delaware corporation, and its various divisions,
(referred to collectively as "SITI" or the "Company") operate as an Internet
media company with three websites for the marketing of news and services. The
Company's current websites relate entirely to the music industry. The Company
intends to develop these websites further by entering into strategic
partnerships and affiliations. As part of this strategy, in June, 1999 the
Company acquired Tropia, Inc. which promotes and markets the music of selected
independent artists on its website www.Tropia.com. On June 20, 2000, Tropia,
Inc. was merged into SITI-Sites.com, Inc. The Company next acquired three
music-related websites, www.HungryBands.com (an e-commerce website and business
promoting and selling music by independent artists), www.NewMediaMusic.com (an
e-news/magazine business), and www.NewYorkExpo.com (a music and Internet
conference business), all in January, 2000. As a result of the loss associated
with 2001 Expo and the inability to produce significant revenue, the Company
wrote off approximately $113,000 of goodwill and discontinued its New York Expo
division effective March 31, 2001. (See Notes 1(b) and 3.) In fiscal 2000, the
Company had made a $500,000 investment in a custom music CD compilation and
promotion company, Volatile Media, Inc., which did business as EZCD.com, now in
bankruptcy liquidation. The investment was written off at March 31, 2000.
RESULTS OF OPERATIONS
The following table sets forth certain financial data for the periods
indicated.
Three months ended
June 30,
----------------------
2001 2000
----------------------
Continuing Operations: (Amounts in thousands)
Revenues 0 0
Operating costs and expenses:
Selling, general and administrative 385 431
Total operating costs and expenses 385 431
Operating income (loss) $(385) $(431)
10
CONSOLIDATED REVENUES
For the three months ended June 30, 2001 and 2000, the Company's revenues
were nominal.
OPERATING COSTS AND EXPENSES
Operating costs and expenses decreased $46,000 or 10% for the three months
ended June 30, 2001 as compared to the quarter ended June 30,2000 as a result of
a decline in selling, general and administrative expenses.
The decrease in selling, general and administrative expenses of $46,000 or
10% for the quarter ended June 30, 2001 as compared to the quarter ended June
30, 2000 is primarily due to $55,000 or 100% decline in legal fees as a result
of a decline in corporate matters. The Company recorded approximately $25,000 in
research and development during the three months ended June 30, 2000 as a result
of a Business Development Agreement the Company entered into with
Mediaviewer.com. There were no new agreements during the current fiscal quarter.
During the prior fiscal quarter, the Company wrote off certain licensing
agreements that were entered into in the prior fiscal year. These agreements
were determined to no longer be of value, and the Company recorded a charge of
approximately $28,000. Accounting fees decreased approximately $15,000 or 50%
for the quarter ended June 30, 2001 as compared to the same period in the prior
fiscal year. As a result of the write-off of goodwill during the prior fiscal
year, depreciation and amortization for the three months ended June 30, 2001
decreased approximately $13,000 or 54% as compared to the quarter ended June 30,
2000. These decreases were partially offset by a $95,000 or 65% increase in
personnel and related expenses. Personnel and related expenses increased as a
result of the hiring of officers and staff. The remaining decrease of
approximately $4,000 for the quarter ended June 30, 2001 as compared to the
quarter ended June 30, 2000 is directly related to the discontinuing of the New
York Expo segment which resulted in the decrease in general expenses.
OPERATING LOSS
The Company experienced an operating loss of approximately $385,000
for the three months ended June 30, 2001 as compared to an operating loss of
approximately $431,000 for the three months ended June 30, 2000. This decreased
loss is directly related to decreased operating costs and expenses for the
current fiscal quarter as compared to the quarter ended June 30, 2000.
OTHER INCOME AND EXPENSE
Other income for the three months ended June 30, 2001 totaled
approximately $9,000 as compared to $22,000 in the prior fiscal year. This
decrease is primarily due to the settlement agreement between the Company and
the former officers of Tropia during the prior fiscal quarter which resulted in
a gain to the Company of approximately $19,000.
DISCONTINUED OPERATIONS
During the three months ended June 30, 2001, the Company experienced an
additional loss of approximately $44,000 relating to the discontinued operation.
These costs are directly relating to the production of the April 2001 Expo that
the Company was unaware of at March 31, 2001.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2001 the Company has working capital of $444,000. The
Company's management believes that current cash resources will be sufficient to
meet the Company's anticipated cash needs for working capital and capital
expenditures for the next six months. If certain shareholders remain satisfied
with results of the software and database content development now in process,
these shareholders presently intend to invest a total of $500,000 into equity of
the Company by October 31, 2001. There can be no assurance that the shareholders
will remain satisfied with the results or that they will invest the additional
equity in the Company.
Net cash used by operating activities for the quarter ended June 30,
2001 totaled approximately $472,000 as compared to $435,000 during the quarter
ended June 30, 2000.
11
During the quarter ended June 30, 2001, the Company recorded approximately
$625,000 in net cash provided by investing activities as a result of the sale of
marketable securities. During the quarter ended June 30, 2000, the Company
recorded approximately $358,000 in net cash used by investing activities
primarily due to the $346,000 purchase of marketable securities in June 2000.
There were no financing activities during the current fiscal quarter.
However, as a result of the June 2000 stock purchase agreements, the Company
received $1,000,000 from the issuance of common stock, resulting in total net
cash provided by financing activities of $1,000,000 for the three months ended
June 30, 2000.
MANAGEMENT'S PLAN
The Company's business strategy in the music field is to build a database
marketing operation, which renders an array of specialized services to musical
artists and their fans, at modest fees on a continuing basis. A major investor
and member of senior management of the Company (Robert Ingenito) is highly
experienced in database marketing techniques he developed and practiced
successfully in several private and publicly owned businesses. This plan has
been underway since January, 2000 and major portions of the necessary software
have been completed and are in use. Portions of the artists' promotion services
software, and the news content sharing software are still being revised.
The Company considers its thousands of musical artists and their fans, a
beginning group of prospects for sale of SITI's services. These musical artists
are mostly emerging rock/pop groups, i.e. independent and not affiliated with
major record companies, in many genres and locales, each comprising several
artists and some fan following.
The Company's software team has been revising and expanding its websites
to handle the various publications, and artist and fan services which will be
offered to its potential database. Revenue sources are expected to include
e-mail distribution of band communications to their fans, touring locations,
clubs and play dates, new record releases, promotion of bands at their own
websites, and hyperlinks to the various websites and stores where their music is
sold.
SITI has added a new streaming radio player to the existing embedded radio
on its Tropia website, which will play its emerging artists' music along with
other content, in multiple streams by genre preference. These Internet streaming
radio channels are expected to become bases for sale of promotional services for
emerging artists, and product advertising across multiple listener preference
communities.
The implementation of the Company's business plan is occurring, in part,
through its newsletter, a free e-magazine in operation this past year and a
half. It contains current new media music news (i.e. digital music coverage,
analysis and interviews on key industry problems) and is seen by thousands of
industry professionals, artists and fans regularly. E-mails from readers and
other comments on this newsletter indicate that it is a respected source of news
and analysis. Artists are being offered free subscriptions to this newsletter,
and to a new weekly artist edition thereof, to encourage their future
participation in promotional services, analysis of industry issues, and
merchandising services to be made available to them, through the Company's band
and fan registry. The software underlying the NewMediaMusic newsletter is being
revised for the addition of targeted, personalized information in each viewer's
interest area, and the newsletter services and archives are expected to become
additional revenue sources to SITI through syndication to product marketers,
service charges and advertising revenues. This e-magazine in business, artist,
fan and special market editions will provide increasingly focused information,
and linkages for the Company's database of artists, fans and affiliated websites
in the music field.
The initial source for these emerging artists are the Company's and music
websites which play and sell CDs and MP3 downloads. Additional groups of artists
and fans are expected to be added to SITI's music websites, or solely to its
artist communication database, from other established music websites or artist
services websites. The Company is attracting a growing supply of music news and
information from many sources to enhance its database.
Further implementation of SITI's strategy occurred through its ownership
of and its related Internet music exposition held for the past two years in New
York City. In May 2001, the Company decided to discontinue the New York Expo due
to insufficient sponsorship and attendance. Internet music sites took
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booths at these expos, joined in the panels of experts, interacted with each
other and with SITI's marketing development team, and provided current
information to emerging artists and fans. The 2001 Expo was held in April 2001
at Madison Square Garden, but resulted in losses because of insufficient
sponsorship and attendance. These Expos, however, placed the Company at the
fulcrum of providers of music services, equipment and new technology, along with
emerging digital music industry problems. Its founder, Steven Zuckerman, has
become a consultant to the Company and is no longer a full-time employee.
No assurances can be given that the Company will successfully complete the
above-described database developments, or its ongoing software development, or
achieve the revenues sought from the described business plan.
RISK FACTORS
See the Company's Annual Report on Form 10-K (filed with the SEC on July
9, 2001), "Item 1 - Risk Factors That May Affect the Company's Business, Future
Operating Results and Financial Condition."
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As of the date of this report the Company knows of no pending or
threatened legal actions against the Company that would have a material impact
on the operations or financial condition of the Company.
On May 1, 2000, the former officers of Tropia (Jonathan Blank, Ari Blank
and Arjun Nayyer) entered into a settlement agreement with the Company in
connection with various claims and their activities since their resignations
during the third quarter of the fiscal 2000. As a result of the agreement, all
claims have been settled and they have returned an additional 50,000 shares to
the Company resulting in an increase in treasury stock and a corresponding gain
on litigation settlement of approximately $19,000. In addition, the former
officers have waived any and all of their rights to the 158,333 escrowed shares
related to the original acquisition of Tropia.
Defaults by EZCD.com as to its investment representations, and its content
and technology sharing agreement with the Company could result in litigation or
other legal complications, and attendant costs and efforts by the Company's
management to resolve such matters. EZCD.com filed for bankruptcy liquidation in
August, 2000 and the Company is making claims in such proceeding.
From time to time in previous years, the Company had been a party to other
legal actions and proceedings incidental to its business. As of the date of this
report, however, the Company knows of no other pending or threatened legal
actions that could have a material impact on the operations or financial
condition of the Company.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits
None
B. Reports on Form 8-K
There were no reports on Form 8-K filed during the quarter ended
June 30, 2001.
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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, thereto duly authorized.
Dated: August 13, 2001
SITI-SITES.COM, INC.
By /s/ Lawrence M. Powers
--------------------------------------
Lawrence M. Powers
Chief Executive Officer and
Chairman of the Board of Directors
By /s/ Robert Ingenito
--------------------------------------
Robert Ingenito
President and Vice-Chairman of the
Board of Directors
By /s/ Toni Ann Tantillo
--------------------------------------
Toni Ann Tantillo
Chief Financial Officer,
Vice President, Secretary and Treasurer
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