-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DeSlIkTKV9T0pOnJNkg1p2m5Lvw9p51BaIXkcoRGv7db+h4tkwild1oaHG4UEO1/ x4qSuQPpk48fSnKPBPN5+Q== /in/edgar/work/20000530/0000950130-00-003215/0000950130-00-003215.txt : 20000919 0000950130-00-003215.hdr.sgml : 20000919 ACCESSION NUMBER: 0000950130-00-003215 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000530 FILED AS OF DATE: 20000530 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BID COM INTERNATIONAL INC CENTRAL INDEX KEY: 0001079171 STANDARD INDUSTRIAL CLASSIFICATION: [7389 ] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: SEC FILE NUMBER: 001-14835 FILM NUMBER: 646280 BUSINESS ADDRESS: STREET 1: 6725 AIRPORT RD STE 201 STREET 2: MISSISSAUGA ONTARIO CITY: CANADA L4V 1V2 BUSINESS PHONE: 9056727469 MAIL ADDRESS: STREET 1: 6725 AIRPORT RD STE 201 STREET 2: MISSISSAUGA ONTARIO CITY: CANADA L4V 1V2 6-K 1 0001.txt REPORT OF FOREIGN ISSUER SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Issuer PURSUANT to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Filing No. 4 for the Month of May, 2000 Bid.Com International Inc. - ------------------------------------------------------------------------------ (Exact name of Registrant) 6725 Airport Road, Suite 201, Mississauga ON, Canada L4V 1V2 - ------------------------------------------------------------------------------ (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F Form 20-F X Form 40-F __ Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes __ No X BID.COM INTERNATIONAL INC. On May 30, 2000, Bid.Com International Inc. ("Bid.Com") mailed to all registered shareholders its First Quarter 2000 Report. This Form 6-K may include comments that do not refer strictly to historical results or actions and may be deemed to be forward-looking within the meaning of the Safe Harbor provisions of the U.S. federal securities laws. These include, among others, statements about expectations of future revenues, cash flows, and cash requirements. Forward-looking statements are subject to risks and uncertainties that may cause Bid.Com's results to differ materially from expectations. These risks include Bid.Com's ability to further develop its business-to-business and licensing businesses, Bid.Com's ability to develop appropriate strategic alliances and successful development and implementation of technology, acceptance of Bid.Com's products and services, competitive factors, new products and technological changes, and other such risks as Bid.Com may identify and discuss from time to time, including those risks disclosed in Bid.Com's most recent Form 20-F filed with the Securities and Exchange Commission. Accordingly, there is no certainty that Bid.Com's plan will be achieved. Exhibit 1. First Quarter 2000 Report. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BID.COM INTERNATIONAL INC. Date: May 30, 2000 By: /s/ John Mackie ---------------------- Name: John Mackie Title: General Counsel EX-1 2 0002.txt FIRST QUARTER 2000 REPORT Dear Shareholder, During the quarter, our continued focus on the development of business to business (B2B) relationships resulted in several new key strategic alliances and business to business transactions. We believe that our "powered by Bid.Com" e- commerce solutions and services, which include our patented "Dutch" auction process, multiple dynamic pricing formats and Application Service Provider capabilities both in North America and Ireland, position us to continue to build our growing business to business activities. Financial Highlights* - --------------------- The first quarter results reflect the consolidated results of Bid.Com International Inc. and all subsidiaries for the 3 months ending March 31, 2000. Revenue in the first quarter of 2000 increased 31.7% to $6.6 million compared to $5.0 million in the first quarter of 1999. Revenue decreased from $11.4 million in the seasonally strong fourth quarter of 1999. Revenues are derived from merchandise sales and shipping revenue from products sold on www.bid.com and from the provision of Bid.Com's auction enabling technology, consulting and related services. Advertising and promotion expenses in the quarter were $3.1 million, or 47.6% of revenue, compared to $1.4 million, or 28.2% of revenue, for the first quarter of 1999 and $5.2 million, or 45.5% of revenue, in the quarter ending December 31, 1999. Almost all advertising and promotion expenditures during the quarter related to B2C activities, which continue to be curtailed in favour of a more significant B2B focus. Promotion of B2B activities will not typically involve the level of ongoing advertising expenses which has characterized the consumer sector. General and administrative expenses were $3.8 million, or 58.2% of revenue, in the first quarter compared to $2.4 million, or 48.2% of revenue, in the first quarter of 1999 and $3.9 million, or 34.4% of revenue, in the quarter ending December 31, 1999. General and administrative expenses included a non-recurring charge of $1.0 million, increased B2B software development, and additional expenses associated with opening offices in Ireland and Australia. The Company's B2B sales and marketing staff increased 60% in the first quarter. This increase and our R&D expenses were consistent with our B2B initiatives. The net loss for the first quarter of 2000 was $7.8 million, or $0.15 per basic share, compared to a net loss of $3.5 million, or $0.09 per basic share, in the comparable period of 1999 and a net loss of $8.7 million, or $0.17 per basic share, in the fourth quarter of 1999. The Company has a working capital position of $15.7 million with $12.9 million available in cash and marketable securities. The Company also has approximately $8.9 million of other non-current assets, a significant portion of which are strategic investments recorded at cost. * All figures are in Canadian dollars. As of March 31, 2000 the exchange rate was Cdn$1.4538 to US$1.0000 Notable Activities - ------------------ The Company continued to expand its business to business e-commerce strategy throughout the quarter. During the quarter, the Company announced the following key initiatives to enhance acceptance of "powered by Bid.Com" e-commerce enabling solutions: . Formed a strategic marketing alliance with General Electric Capital Corporation, a global diversified financial services company. An integral part of the alliance is GE Capital's agreement to market "powered by Bid.com" e-commerce enabling solutions to other divisions of GE and its partners. In addition, GE Capital's Commercial Equipment Financing division will remarket assets to its global customer base using the full suite of "powered by Bid.Com " dynamic pricing solutions. . Leveraged the strength of its heavy equipment business to business subsidiary Point2 Internet Systems Inc., into achieving a strategic partnership with GE Capital. Point2 will integrate GE financing solutions on its website to provide its customers, dealers, and manufacturers of heavy equipment with flexible financing products and structures. . Announced plans to enter into a strategic alliance with a world leader in the mobile communications market, Research in Motion Limited, to develop and market products and services that allow secure wireless interaction and e-commerce transactions using Bid.Com's on-line auction products and services and RIM's wireless products and services. The two companies will also engage in joint business development to foster solutions based on RIM's Blackberry Internet Edition and "powered by Bid.Com" proprietary auction technologies. . Entered into an agreement with The Art Vault International Limited, to provide online auction technology and related services to enable the implementation of The Art Vault's online auction of art and antiques The relationships entered into this quarter enhanced the Company's transition into the business to business e-commerce sector. By continuing to align ourselves with quality organizations such as GE Capital, Research in Motion, and others, we believe that we are positioning ourselves well to compete in this space. Management Changes - ------------------ . On April 6, 2000, Paul Godin, Co-Founder and Chairman of the Board announced that he will step down effective June 14, 2000 at Bid.Com's Annual General Meeting. Mr. Godin will continue to remain active as a board member, but has elected to pursue interests in the art world and other areas. He is currently, and will continue to be, Chairman of The Board for The Art Vault International Limited. We feel our exceptional strengths include our technology platform and a growing nucleus of extremely talented people. As we continue along our chosen path, we look forward to exciting accomplishments and increased shareholder value. Yours truly, Jeff Lymburner, President and CEO May 24, 2000 Full copies of Bid.Com's Press Releases are available on the Investor Information Section of its website www.bid.com. ----------- This quarterly report may include comments that do not refer strictly to historical results or actions and may be deemed to be forward-looking within the meaning of the Safe Harbor provisions of the U.S. federal securities laws. These include, among others, statements about expectations of future revenues, cash flows, and cash requirements. Forward-looking statements are subject to risks and uncertainties that may cause the Company's results to differ materially from expectations. These risks include the Company's ability to further develop its business-to-business and licensing businesses, the Company's ability to develop appropriate strategic alliances and successful development and implementation of technology, acceptance of the Company's products and services, competitive factors, new products and technological changes, and other such risks as the Company may identify and discuss from time to time, including those risks disclosed in the Company's amended Form 20-F filed with the Securities and Exchange Commission. Accordingly, there is no certainty that the Company's plans will be achieved. (Financial Tables follow) BID.COM International Inc. Statement of Operations (expressed in thousands of Canadian dollars, except per share amounts) (Canadian GAAP, Unaudited)
Three Months Ended March 31 2000 2000 1999 -------- -------- -------- (translated into US$ at $US = Cdn$1.4538 for Convenience) Revenue $ 6,604 $ 4,543 $ 5,015 --------------------------------------------------- Direct expenses 6,943 4,776 4,526 General and administrative 3,841 2,642 2,416 Advertising and promotion 3,141 2,161 1,413 Software development and expense 434 299 186 Depreciation and amortization 256 176 85 --------------------------------------------------- $ 14,615 $ 10,054 $ 8,626 Interest income 248 171 101 --------------------------------------------------- Net loss ($7,763) ($5,340) ($3,510) =================================================== Loss per basic share ($0.15) ($0.10) ($0.09) =================================================== Weighted average common shares outstanding 52,879 52,879 38,529 =================================================== March 31, March 31, Dec. 31, Balance Sheet Data: 2000 2000 1999 --------------------------------------------------- (unaudited) (unaudited) (unaudited) (in US$) Cash $ 12,678 $ 8,720 $ 5,019 Marketable securities 191 132 16,478 Other current assets 5,980 4,113 6,495 Other assets 8,921 6,136 8,751 -------- -------- -------- Total assets $ 27,770 $ 19,101 $ 36,743 ======== ======== ======== Total current liabilities 2,520 1,733 5,504 Total short & long-term deferred revenue 3,178 2,186 2,254 Total stockholders' equity See Note (A) 22,072 15,182 28,985 -------- -------- -------- Total liabilities and shareholders' $ 27,770 $ 19,101 $ 36,743 equity ======== ======== ========
BID.COM International Inc. Consolidated Statement of Cash Flows (expressed in thousands of Canadian dollars, except per share amounts) (Canadian GAAP, Unaudited)
Three Months Ended March 31 2000 2000 1999 -------- -------- -------- (translated into US$ at $US = NET INFLOW (OUTFLOW) OF CASH RELATED TO Cdn$1.4538 for THE FOLLOWING ACTIVITIES Convenience) OPERATING Net Loss for the period ($7,763) ($5,340) ($3,510) Items not affecting cash: Depreciation and amortization 256 176 85 Other 171 118 - ------------------------------------------------------ (7, 336) (5,046) (3,425) Change in long term deferred revenue 731 502 - Change in non-cash operating working capital items (2,276) (1,565) (3,147) ------------------------------------------------------ ($8,881) ($6,109) (6,572) ------------------------------------------------------ INVESTING Purchase of capital assets (160) (110) (42) Purchase of trademarks and intellectual property - - (46) Marketable securities and investments 16,021 11,020 (7,642) ------------------------------------------------------ 15,861 10,910 (7,730) ------------------------------------------------------ FINANCING Issuance of common shares (net of expenses) 679 467 9,870 Issuance of special warrants (net of expenses) - - 2,311 679 467 12,181 ------------------------------------------------------ Net cash inflow (outflow) during the period $ 7,659 $ 5,268 ($2,121) Cash, beginning of period 5,019 3,452 9,792 ------------------------------------------------------ Cash, end of period $ 12,678 $ 8,720 $ 7,671 ======================================================
(A) As of April 28, 2000 stockholders equity included (i) 53,028,854 common shares (ii) 2,918,150 options to Directors, Officers, and Employees convertible into 2,918,150 common shares, (iii) 3,594,646 share purchase warrants exercisable into 3,594,646 common shares and (iv) an additional warrant convertible into $1,000,000 of common shares at the then prevailing market price subject to the achievement of certain thresholds. (B) Certain prior period amounts have been reclassified to conform to the current period presentation.
CORPORATE DIRECTORY - ---------------------------------------------------------------------------------------------------------------------------- Directors Officers Offices of Bid.Com 6725 Airport Road, Suite 201 Paul Godin Jeffrey Lymburner Mississauga, Ontario Director and Chairman CEO and President Canada L4V 1V2 Chairman, The Art Vault 905-672-SHOP (7467) Mark Wallace Jeffrey Lymburner Chief Operating Officer 2701 North Rocky Point Drive, Director, CEO and President Suite 930 Jim Moskos Tampa, Florida 33607 T. Christopher Bulger(1) (2) President, USA 813-636-8205 Director Bid.Com Technologies CEO and President eLab Technology 125 Lower Baggot Street Ventures Paul Hart Dublin 2, Ireland Chief Financial Officer 353-1-639-1135 Duncan Copeland (1) (2) (3) Director Peter Sprukulis Level 50, 101 Collins Street President, Copeland and Company Senior Vice President, Sales, Melbourne, Australia 3000 Marketing and Business Development 61 (03) 9653-9181 Jim Moskos Director Rob Joynt Registrar & Transfer Agent President, Bid.Com Technologies Vice President, Consumer Sales and CIBC Mellon Trust Company Marketing PO Box 70390 David Pamenter (3) Toronto Station A Director John Mackie Toronto, Ontario, Partner, Gowlings Vice President, General Counsel and Canada M5W 2X5 Corporate Secretary Charles Walker (1) (2) Auditors Director David Kirkconnell Deloitte & Touche LLP CEO and President, Vice-President, Human Resources Chartered Accountants Walker Group Inc. Toronto, Ontario, Canada Greg Bewsh Azim Fancy Vice President, Investor Relations Lawyers Director Gowlings David Pamenter Toronto, Ontario, Canada (1) Member of Audit Committee Assistant Secretary (2) Member of the Management Resources Baer Marks & Upham LLP and Compensation Committee Aidan Rowsome, New York, New York USA (3) Member of the Corporate Governance Managing Director, Europe Committee Stock Exchange Listings Hamish Sutherland Toronto Stock Exchange Managing Director, Australia and Symbol BII Asia Pacific Nasdaq Symbol BIDS Web Sites www.bid.com ----------------------------------- www.internetliquidators.com ----------------------------------- www.dutchauction.com ----------------------------------- Shares Outstanding (March 31,2000) Issued 53,026,854 Fully Diluted 58,521,651
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