FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended September 30, 2000 [_] 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 0-25790 IDEAMALL, INC. (Exact name of registrant as specified in its charter) Delaware 95-4518700 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 2555 West 190th Street Torrance, California 90504 (address of principal executive offices) (310) 354-5600 (Registrant's telephone number, including area code) Indicated 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 [_] There were 10,433,866 outstanding shares of Common Stock at November 13, 2000. 1 IDEAMALL, INC. INDEX TO FORM 10-Q Page ---- PART I-FINANCIAL INFORMATION Item 1 - Financial Statements Consolidated Balance Sheet ..................................................... 3 Consolidated Statement of Operations ........................................... 4 Consolidated Statement of Cash Flows ........................................... 5 Condensed Notes to Consolidated Financial Statements ........................... 6 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations ......................................................... 7 Item 3 - Quantitative and Qualitative Disclosures about Market Risk ............ 11 PART II - OTHER INFORMATION Item 6 - Exhibits and Reports on Form 8-K ...................................... 12 SIGNATURE ...................................................................... 13 2 ITEM 1 FINANCIAL STATEMENTS IDEAMALL, INC. CONSOLIDATED BALANCE SHEET (in thousands, except share data) September 30, 2000 December 31, (unaudited) 1999 ------------ ----------- Assets Current assets: Cash and cash equivalents ................................. $ 8,762 $ 24,326 Accounts receivable, net of allowance for doubtful accounts 52,122 47,618 Inventories ............................................... 34,398 39,359 Prepaid expenses and other current assets ................. 2,791 2,962 Income tax refund receivable .............................. 182 177 Notes receivable .......................................... -- 3,331 Deferred income taxes ..................................... 2,047 2,047 --------- --------- Total current assets ................................. 100,302 119,820 Property, plant and equipment, net ........................ 16,132 14,569 Goodwill, net ............................................. 11,446 11,836 Deferred income taxes ..................................... 3,738 3,738 Other assets .............................................. 58 42 --------- --------- $ 131,676 $ 150,005 ========= ========= Liabilities and Stockholders' Equity Current liabilities: Accounts payable .......................................... $ 60,576 $ 86,609 Accrued expenses and other current liabilities ............ 13,388 14,366 Line of credit ............................................ 18,709 -- Capital leases - current portion .......................... 573 142 Notes payable - current portion ........................... 6 6 --------- --------- Total current liabilities ............................ 93,252 101,123 Capital leases ............................................ 705 136 Notes payable ............................................. 143 148 --------- --------- Total liabilities .................................... 94,100 101,407 --------- --------- Stockholders' equity: Preferred stock, $.001 par value; 5,000,000 shares authorized; none issued and outstanding ................ -- -- Common stock, $.001 par value; 15,000,000 shares authorized; 10,430,166 and 10,404,069 shares issued .... 11 11 Additional paid-in capital ................................ 74,395 74,337 Treasury stock, at cost: 15,000 shares .................... (91) (91) Retained earnings (accumulated deficit) ................... (36,739) (25,659) --------- --------- Total stockholders' equity ........................... 37,576 48,598 --------- --------- $ 131,676 $ 150,005 ========= ========= See condensed notes to consolidated financial statements. 3 IDEAMALL, INC. CONSOLIDATED STATEMENT OF OPERATIONS (unaudited, in thousands except per share data) For the three months For the nine months ended ended September 30, September 30, ---------------------- ---------------------- 2000 1999 2000 1999 --------- --------- --------- --------- Net sales .................................. $ 188,306 $ 172,377 $ 621,488 $ 510,201 Cost of goods sold ......................... 166,963 154,162 556,138 452,966 --------- --------- --------- --------- Gross profit ............................... 21,343 18,215 65,350 57,235 Selling, general and administrative expenses 21,607 21,319 75,817 59,713 --------- --------- --------- --------- Income (loss) from operations .............. (264) (3,104) (10,467) (2,478) Interest income (expense), net ............. (410) 147 (583) 109 --------- --------- --------- --------- Income (loss) before income taxes .......... (674) (2,957) (11,050) (2,369) Income tax provision (benefit) ............. 30 (424) 30 53 --------- --------- --------- --------- Income (loss) from continuing operations ... (704) (2,533) (11,080) (2,422) Loss from discontinued operations .......... -- -- -- (6,240) --------- --------- --------- --------- Net income (loss) .......................... $ (704) $ (2,533) $ (11,080) $ (8,662) ========= ========= ========= ========= Earnings (loss) per share Continuing operations ............. $ (0.07) $ (0.24) $ (1.06) $ (0.23) Discontinued operations ........... -- -- -- (0.60) --------- --------- --------- --------- $ (0.07) $ (0.24) $ (1.06) $ (0.83) ========= ========= ========= ========= Diluted earnings (loss) per share Continuing operations ............. $ (0.07) $ (0.24) $ (1.06) $ (0.23) Discontinued operations ........... -- -- -- (0.60) --------- --------- --------- --------- $ (0.07) $ (0.24) $ (1.06) $ (0.83) ========= ========= ========= ========= Basic weighted average number of shares outstanding .................... 10,423 10,400 10,413 10,376 ========= ========= ========= ========= Diluted weighted average number of shares outstanding .................... 10,423 10,400 10,413 10,376 ========= ========= ========= ========= See condensed notes to consolidated financial statements. 4 IDEAMALL, INC. CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited, in thousands) For the nine months ended September 30, -------------------- 2000 1999 -------- -------- Cash flows from operating activities: Net income (loss) ....................................... $(11,080) $ (8,662) Adjustments to reconcile net income (loss) to net cash (used in)/provided by operating activities: Depreciation and amortization ........................... 4,444 3,603 Provision for deferred income taxes ..................... -- 53 Loss from discontinued operations ....................... -- 6,240 Changes in assets and liabilities, net of divestiture: Accounts receivable ................................ (4,504) (7,283) Inventories ........................................ 4,961 23,918 Prepaid expenses and other current assets .......... 94 (40) Other assets ....................................... (16) 99 Accounts payable ................................... (26,033) (3,220) Accrued expenses and other current liabilities ..... (978) (1,644) Income taxes refund receivable ..................... (5) -- -------- -------- Total adjustments .................................. (22,037) 21,706 -------- -------- Net cash (used in)/provided by operating activities ......... (33,117) 13,044 -------- -------- Cash flows from investing activities: Purchase of property, plant and equipment ............... (4,228) (3,158) Collection of notes receivable .......................... 3,331 -- -------- -------- Net cash provided by /(used in) investing activities ........ (897) (3,158) -------- -------- Cash flows from financing activities: Payments under notes payable ............................ (5) (5) Net borrowings under line of credit ..................... 18,709 -- Principal payments of obligations under capital leases .. (312) (188) Proceeds from stock issued under stock option plans ..... 58 849 -------- -------- Net cash provided by (used in) financing activities ......... 18,450 656 -------- -------- Net (decrease)/increase in cash and cash equivalents ........ (15,564) 10,542 Cash and cash equivalents: Beginning of the period ................................. 24,326 6,442 -------- -------- End of the period ....................................... $ 8,762 $ 16,984 ======== ======== See condensed notes to consolidated financial statements. 5 IDEAMALL, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Basis of Presentation The consolidated interim financial statements include the accounts of IdeaMall, Inc., a Delaware corporation, (formerly Creative Computers, Inc.) and its wholly owned subsidiaries (the Company) and have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such regulations. These financial statements should be read in conjunction with the audited financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 1999. In the opinion of management, the accompanying financial statements contain all adjustments necessary to present fairly the financial position of the Company at September 30, 2000 and 1999 and the results of operations and cash flows for the three and nine months ended September 30, 2000 and 1999. The results of operations for the interim periods are not necessarily indicative of the results of operations for the full year. Certain reclassifications have been made to the 1999 financial statements to conform to the 2000 presentation. 2. Discontinued Operations On December 9, 1998, uBid, Inc., a subsidiary of the Company at that time, completed an initial public offering (the Offering) of 1,817,000 shares of common stock. The shares sold to the public in the offering represented approximately 19.9% of uBid's outstanding common stock. On June 7, 1999, the Company divested its ownership in uBid by means of a tax-free distribution of all of its remaining 7.3 million shares of uBid common stock to the Company's shareholders of record as of May 24, 1999. In accordance with Accounting Principles Board Opinion No. 30, "Reporting the Results of Operations," uBid's revenues and expenses have been excluded from the Company's consolidated revenues and expenses from continuing operations. uBid's operating results, net of taxes, have been reported as a separate line item on the Company's consolidated statement of operations under the caption "Loss from discontinued operations". Net sales for the discontinued segment were $64.8 million for the period beginning January 1, 1999 and ending June 7, 1999. 3. Net Income (Loss) Per Share Basic Earnings Per Share (EPS) excludes dilution and is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the reported periods. Diluted EPS reflects the potential dilution that could occur under the treasury stock method if stock options and other commitments to issue common stock were exercised. The computation of Basic and Diluted EPS is as follows: Three Months Ended Nine Months Ended September 30, September 30, ------------------------ ----------------------- 2000 1999 2000 1999 ----------- --------- ----------- -------- (in thousands except per share data) Net income (loss) ................... $ (704) $ (2,533) $ (11,080) $ (8,662) ========== ========= =========== ======== Weighted average shares - Basic ..... 10,423 10,400 10,413 10,376 ========== ========= =========== ======== Weighted average shares-Diluted ..... 10,423 10,400 10,413 10,376 ========== ========= =========== ======== Net earnings/(loss) per share-Basic . $ (0.07) $ (0.24) $ (1.06) $ (0.83) ========== ========= =========== ======== Net earnings/(loss) per share-Diluted $ (0.07) $ (0.24) $ (1.06) $ (0.83) ========== ========= =========== ======== 6 The effect of stock options is antidilutive and accordingly is excluded from diluted earnings per share. For the three and nine months ended September 30, 2000, antidilutive shares were 126,000 and 202,000. For the three and nine months ended September 30, 1999, antidilutive shares were 56,000 and 241,000. 4. Segment Information The Company operates in three reportable segments: 1) a direct marketer of personal computers, hardware, software, peripheral products and consumer electronics under the PCMall, MacMall, ComputAbility and CCIT brands, collectively referred to as the "Core Business"; 2) a multi-category Internet retailer under the eCOST.com brand, and 3) a portal for Linux-based products and services provided under the eLinux brand, which commenced operations in February 2000. Summarized segment information from continuing operations for the three and nine months ended September 30, 2000 and 1999 is as follows (in thousands): Core Business eCOST.com eLinux Consolidated ---------------------------------------------------------------- Three months ended September 30, 2000 - ------------------------------------- Net sales $ 167,640 $ 18,455 $ 2,211 $ 188,306 Gross profit 19,728 1,363 252 21,343 Income (loss) from operations 738 (534) (468) (264) Core Business eCOST.com eLinux Consolidated ---------------------------------------------------------------- Three months ended September 30, 1999 - ------------------------------------- Net sales $ 164,393 $ 7,984 $ -- $ 172,377 Gross profit 18,183 32 -- 18,215 Income (loss) from operations (1,264) (1,840) -- (3,104) Core Business eCOST.com eLinux Consolidated ---------------------------------------------------------------- Nine months ended September 30, 2000 - ------------------------------------ Net sales $ 528,000 $ 89,122 $ 4,366 $ 621,488 Gross profit 61,472 3,414 464 65,350 Income (loss) from operations 1,439 (9,318) (2,588) (10,467) Core Business eCOST.com eLinux Consolidated ---------------------------------------------------------------- Nine months ended September 30, 1999 - ------------------------------------- Net sales $ 500,263 $ 9,938 $ -- $ 510,201 Gross profit 57,208 27 -- 57,235 Income (loss) from operations 133 (2,611) -- (2,478) ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Overview and Recent Developments Net sales of the Company are primarily derived from the sale of personal computer hardware, software, peripherals, 7 accessories and consumer electronics to large corporations, small businesses, home offices and individual consumers through an outbound and inbound telemarketing sales force, the Internet, a direct sales force, retail showrooms and direct response catalogs. During 1999, the Company successfully completed a spin-off of its former subsidiary, uBid, Inc., (uBid) to the Company's stockholders. In February 1999, the Company formed a new subsidiary, eCOST.com, a multi-category Internet retail web site. In December 1999, the Company formed a new subsidiary, eLinux, to provide products, news, discussion groups, services and support to the Linux community. eLinux commenced operations in February 2000. In June 2000, the Company changed its name from Creative Computers, Inc. to IdeaMall, Inc. Results of Operations Unless otherwise stated, all comparisons are results which exclude uBid. Three Months Ended September 30, 2000 Compared to the Three Months Ended September 30, 1999 Net sales for the quarter ended September 30, 2000 were $188.3 million, a 9.2% increase over last year's third quarter. eCOST.com accounted for $18.5 million of sales in the third quarter of 2000, and eLinux accounted for $2.2 million in the same period. The increase in net sales for the quarter is primarily attributable to a 29% increase in outbound business-to-business ("Outbound Business") revenues and a 16.3% increase in Internet revenues. Net sales for eCOST.com for the three months ended September 30, 2000 were $18.5 million, an increase of 131.1% from the comparable quarter of last year. For the Core business, which excludes eCOST.com and eLinux, PC/WINTEL sales increased 3.8% for the three months ended September 30, 2000, from the comparable period last year. Apple/Macintosh-related sales remained virtually unchanged for the three months ended September 30, 2000, from the same period last year. PC/WINTEL sales represented 61.1% of the Core business sales for the quarter ended September 30, 2000, compared to 60.0% for the same quarter last year. Gross profit from continuing operations was $21.3 million for the three months ended September 30, 2000, an increase of $3.1 million over the prior year comparable quarter. For the Core business, gross profit as a percentage of net sales increased to 11.8%, compared with 11.1% in the prior year. Including eCOST.com and eLinux, gross profit as a percentage of net sales increased to 11.3% from 10.6% in the prior year, due primarily to the focus on profitability of eCOST.com. eCOST.com's gross profit as a percentage of sales increased to 7.4% from 0.4% in 1999, reflecting increased sales from higher margin product categories and a shift in pricing strategy to focus on profitability. The Company's gross profit percentage may vary from quarter to quarter, depending on the continuation of key vendor support programs, including price protections, rebates and return policies and based on product mix, pricing strategies and other factors. Selling, general and administrative expenses were $21.6 million for the three months ended September 30, 2000, virtually unchanged from $21.3 million in the prior year. As a percent of sales, selling, general and administrative expenses decreased to 11.5% from 12.4% in the prior year, primarily due to reductions in advertising expenses associated with eCOST.com. Total selling, general and administrative expenses for the start-up subsidiaries in the third quarter of 2000 was $2.6 million. For the Core business, selling, general and administrative expenses as a percent of net sales decreased to 11.3% compared with 11.8% in the third quarter last year. Net interest expense for the three months ended September 30, 2000 was $0.4 million compared to net interest income of $0.1 million for the comparable quarter in 1999. The net interest expense for 2000 resulted primarily from the expense of borrowing under the Company's line of credit. Net interest income for 1999 resulted from the note receivable from uBid and the investment of excess cash, partially offset by expenses of borrowings under the Company's floorplan line of credit. The Company recorded a $30,000 income tax provision for the three months ended September 30, 2000, compared to a benefit of $0.4 million in the prior year. 8 Net loss was $0.7 million for the three months ended September 30, 2000 compared to a net loss of $2.5 million for the same period last year. Excluding the operating losses from the Company's start-ups, eCOST.com and eLinux, net income would have been $0.5 million, or $0.05 per share, in the third quarter of 2000 compared to a net loss of $0.7 million, or $0.07 per share for the three months ended September 30, 1999. Nine Months Ended September 30, 2000 Compared to the Nine Months Ended September 30, 1999 Net sales for the nine months ended September 30, 2000 increased 21.8% to $621.5 million. eCOST.com accounted for $89.1 million of sales in the first nine months of 2000, and eLinux accounted for $4.4 million in the first nine months of 2000. Gross profit from all operations increased by $8.1 million, or 14.1%, to $65.4 million for the nine months ended September 30, 2000, from $57.2 million in the same period of 1999. For the Core business, gross profit as a percentage of net sales for the first nine months of 2000 increased to 11.6% from 11.4% for the same period last year. Gross profit from all operations as a percentage of net sales was 10.5%, down from 11.2% in the prior year, reflecting eCOST.com's lower margins in the first half of 2000. eCOST.com's gross profit as a percentage of sales increased to 3.8% from 0.3% in 1999. Selling, general and administrative expenses increased by $16.1 million to $75.8 million for the nine months ended September 30, 2000 from the comparable period in the prior year. The start-up subsidiaries accounted for $13.1 million of the increase. Selling, general and administrative expenses, as a percentage of net sales, was 12.2%, up from 11.7% in the prior year, primarily due to advertising and brand development expenses of the start-up subsidiaries incurred during the first half of 2000. Excluding the start-up subsidiaries, selling, general and administrative expenses as a percentage of net sales for the first nine months of 2000 was unchanged at 11.4%, compared with the same period of the prior year. Net interest expense for the nine months ended September 30, 2000 was $0.6 million compared to net interest income of $0.1 million for the comparable period in 1999. The net interest expense for 2000 resulted primarily from the expense of borrowing under the Company's line of credit, partially offset by interest income from the Company's note receivable from uBid, which was collected in June 2000. Net interest income for 1999 resulted from interest income from the note receivable from uBid and the investment of excess cash, partially offset by borrowings under the Company's floorplan line of credit. The Company recorded an income tax provision of $30,000 for the nine months ended September 30, 2000, compared to a provision of $53,000 in the prior year. Net loss was $11.1 million for the nine months ended September 30, 2000 compared to a net loss of $8.7 million for the same period last year, inclusive of a $6.2 million net loss of the Company's former subsidiary uBid, an Internet start-up. Excluding operating losses from the Company's starts-ups, eCOST.com, eLinux, and uBid, net income would have been $1.0 million, or $0.10 per share, for the nine months ended September 30, 2000, compared to net income of $0.2 million, or $0.02 per share for the nine months ended September 30, 1999. Liquidity and Capital Resources The Company's primary capital need has been the funding of the working capital requirements created by its growth in sales and the development of the Outbound Business. Historically, the Company's primary sources of financing have been from public offerings and borrowings from its stockholders, private investors and financial institutions. As of September 30, 2000, the Company had cash and cash equivalents of $8.8 million and working capital of $7.1 million. Inventories decreased to $34.4 million at September 30, 2000 from $39.4 million at December 31, 1999 due to tighter management of inventory. Accounts receivable increased to $52.1 million at September 30, 2000 from $47.6 million at December 31, 1999 due to higher credit sales. During the nine months ended September 30, 2000, the Company's capital expenditures were $4.2 million, versus $3.2 million for the comparable period last year. 9 The Company has a $40 million credit facility. Part of the credit facility functions in lieu of a vendor trade payable for inventory purchases, is included in accounts payable, and does not bear interest if paid within terms specific to each vendor. Part of the credit facility functions as a working capital line of credit secured by inventory and accounts receivable, and bears interest at prime. As of September 30, 2000, the Company had $6.8 million in borrowings under the credit facility included in accounts payable and $18.7 million of working capital advances outstanding, which was used to finance inventory purchases, receivables, and its start-up subsidiaries. At September 30, 2000, the Company had $14.5 million available for working capital advances and floorplan inventory financing. The overall credit facility is secured by substantially all of the Company's assets. The credit facility has certain covenants requiring a minimum tangible net worth and limitations on future losses and leverage. As of September 30, 2000, the Company was in compliance with all credit facility covenants. The Company's ability to comply with the financial covenants of the credit facility will depend in part on its success in continuing to reduce operating losses of the Company's eCOST.com and eLinux subsidiaries and improving the operating profitability of the Company's Core business. The Company's ability to service its debt also will be dependent on future performance, which will be affected by, among other things, prevailing economic conditions and financial, business and other factors, certain of which are beyond the Company's control. The Company believes that current working capital, together with cash flows from operations and available lines of credit, will be adequate to support the Company's current operating plans for the next twelve months. However, if the Company requires additional funds, such as for acquisitions or expansion or to fund future losses, there are no assurances that adequate financing will be available at acceptable terms, if at all. In July 1996, the Company announced its plan to repurchase up to 1,000,000 shares of its Common Stock. The shares may be repurchased from time to time at prevailing market prices, through open market or negotiated transactions, depending upon market conditions. No limit was placed on the duration of the repurchase program. There is no guarantee as to the exact number of shares that the Company will repurchase. Subject to applicable securities laws, repurchases may be made at such times and in such amounts as the Company's management deems appropriate. The program can also be discontinued at any time management feels additional purchases are not warranted. The Company will finance the repurchase plan with existing working capital. As of September 30, 2000, the Company has repurchased 15,000 shares under the program. As part of its growth strategy, the Company may, in the future, acquire other companies in the same or complementary lines of business. Any such acquisition and the ensuing integration of the operations of the acquired company would place additional demands on the Company's management and operating and financial resources. The Company currently has no definitive agreements with respect to any acquisitions. Inflation Inflation has not had a material impact upon operating results, and the Company does not expect it to have such an impact in the near future. There can be no assurances, however, that the Company's business will not be so affected by inflation. 10 Business Factors Except for historical information, all of the statements, expectations and assumptions contained in the foregoing are forward-looking statements. The realization of any or all of these expectations is subject to a number of risks and uncertainties and it is possible that the assumptions made by management may not materialize. There can be no assurances that the trends for Apple, Macintosh and PC/Wintel sales will be sustained, that Outbound Business sales trends will continue in future periods, or that the Company's Internet sales will continue to grow. There can be no assurance that the Internal Revenue Service will treat the distribution of uBid shares as a tax-free distribution for federal tax purposes. In addition, there can be no assurance that the Company's eCOST.com and eLinux subsidiaries will be developed successfully, achieve market acceptance or be profitable. There can also be no assurance that the Company will be successful in its efforts to reduce expenditures for its eCOST.com subsidiary, or that the impact of any such reductions on sales will be limited to the short term. There can also be no assurance that the Company will not require additional funding, such as for acquisitions or expansion or to fund significant downturn in sales that causes losses, or that adequate financing or vendor credit will be available at acceptable terms, if at all. There can also be no assurance that the Company will continue to be in compliance with its bank credit facility covenants in future periods. In addition to the factors set forth above, other important factors that could cause actual results to differ materially from the Company's expectations include competition from companies either currently in the market or entering the market, competition from other catalog and retail store resellers and price pressures related thereto, uncertainties surrounding the supply of and demand for products manufactured by and compatible with Apple Computer, the Company's reliance on Apple Computer, IBM, Hewlett Packard, Compaq and other vendors, and risks due to shifts in market demand and/or price erosion of owned inventory. This list of risk factors is not intended to be exhaustive. Reference should also be made to the risk factors set forth from time to time in the Company's SEC reports, including but not limited to those set forth in the section entitled "Certain Factors Affecting Future Results" in its Annual Report on Form 10-K for the year ended December 31, 1999. ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company's financial instruments include cash and long-term debt. As of September 30, 2000, the carrying values of the Company's financial instruments approximated their fair values based on current market prices and rates. It is the Company's policy not to enter into derivative financial instruments. The Company does not have any significant foreign currency exposure since it does not transact business in foreign currencies. Therefore, the Company does not have significant overall currency exposure as of September 30, 2000. 11 Part II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K -------------------------------- a. Exhibits. The exhibit index attached hereto is incorporated herein by reference. b. Reports on Form 8-K None. 12 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. IDEAMALL, INC. Date: November 14, 2000 By /s/ TED SANDERS ----------------------------- Ted Sanders Chief Financial Officer (Duly Authorized Officer of the Registrant and Principal Financial Officer) EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 27 Financial Data Schedule 13