-----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, BDpOGU0ZldXnIrCqlcNyWIsFlEGPjXlthpIIAffny7VYVLylST1y2PfFBi2EymQ6 mLY5v+qfcw7TZ6bizwMdpQ== /in/edgar/work/0000950130-00-005663/0000950130-00-005663.txt : 20001027 0000950130-00-005663.hdr.sgml : 20001027 ACCESSION NUMBER: 0000950130-00-005663 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20001031 FILED AS OF DATE: 20001026 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: 746316 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 FORM 6-K 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. 2 for the Month of October, 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 October 25, 2000, Bid.Com International Inc. ("Bid.Com" or the "Company") announced its financial results for the third quarter ended September 30, 2000. Full financial tables are attached to this Form 6-K as Exhibit 1. All figures are in Canadian dollars. As of September 30, 2000, the exchange rate was Cdn $1.5070 to US$1.00. Gross revenue in the third quarter 2000 totaled $1.7 million compared to $3.0 million in the second quarter of 2000 and $8.3 million in the third quarter of 1999. The decline in revenues reflects the on-going implementation of the Company's previously announced exit from the business-to-consumer arena. Effective October 24, 2000, a key phase of this transition was completed with the closing of Bid.Com's on-line retail operations. During the third quarter, Bid.Com entered into agreements with 14 new business customers. These agreements typically vary in duration from one to three years. The Company expects that revenues associated with these agreements will begin to be realized in the fourth quarter of 2000. In its business-to- business model, the Company typically recognizes revenues through implementation fees, monthly hosting fees, and a percentage share of transactions. During the quarter, Bid.Com experienced a number of non-operational items: . The Company realized an accounting gain of $20.7 million on the disposition of its investment in Quack.Com as a result of the sale of Quack.Com to AOL. In consideration for the sale, Quack.Com shareholders, including the Company, received AOL shares. This gain was calculated based on a discounted market value of the Company's shares in AOL as of August 31st, 2000. . The Company recorded an adjustment to reflect a reduction of $573,000 in the value of its investment in AOL shares based on market value as of September 30, 2000. . To reflect the volatility of recent market conditions, the Company recorded a special impairment provision for strategic investments in the amount of $2.9 million. During the quarter, the Company reduced expenses by $600,000 primarily through operational efficiencies. Including all non-operational items, Bid.Com reported net income for the quarter of $11.3 million or $0.21 per basic share. Excluding non-operational items, the net loss was $6.0 million, or $0.11 per basic share. This compares to a net loss of $7.1 million, or $0.13 per basic share, for the second quarter of 2000 and a net loss of $5.0 million, or $0.10 per basic share, for the same period in 1999. 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. The Company hereby incorporates by reference this Form 6-K and Exhibit 1 into its Registration Statement on Form F-3, and into the prospectus contained therein (File No. 333-40888). The Company does not incorporate by reference Exhibit 2 into its Registration Statement on Form F-3, nor into the prospectus contained therein. Exhibit 1. Third Quarter Financial Results Exhibit 2. Press Release 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: October 25, 2000 By: /s/ John Mackie --------------- Name: John Mackie Title: Vice-President, General Counsel and Corporate Secretary EX-99.1 2 0002.txt THIRD QUARTER FINANCIAL RESULTS Exhibit 1
Bid.Com International Inc. Consolidated Statement of Operations (expressed in thousands of Canadian dollars, except per share amounts) (Canadian GAAP, Unaudited) - ---------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------- Three Months Ended Nine Months Ended ------------------------------------- September 30 September 30 ----------------------------------------------------------------------------- 2000 2000 1999 2000 2000 1999 ----------------------------------------------------------------------------- translated translated into US$ at = into US$ at = Cdn$ 1.5070 Cdn$ 1.5070 for for convenience convenience Gross revenue $ 1,669 $ 1,107 $ 8,330 $ 11,275 $ 7,482 $ 19,595 Customer acquisition costs - - - (157) (104) - ----------------------------------------------------------------------------- Net revenue 1,669 1,107 8,330 11,118 7,378 19,595 ----------------------------------------------------------------------------- Direct expenses $ 1,392 $ 924 $ 6,377 $ 11,164 $ 7,407 $ 15,886 General and administrative 5,436 3,607 3,205 14,067 9,334 8,481 Advertising and promotion 367 244 3,408 4,936 3,275 6,681 Software development and technology expense 260 173 273 985 654 750 Depreciation and amortization 270 179 245 760 504 425 Interest income (77) (51) (168) (382) (253) (531) ----------------------------------------------------------------------------- 7,648 5,076 13,340 31,530 20,921 31,692 ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- Loss from Operations $(5,979) $(3,969) $(5,010) $(20,412) $(13,543) $(12,097) ============================================================================= Gain on disposal of strategic investments $20,697 $13,734 $ 20,697 $ 13,734 Provision for impaired strategic investments (2,865) (1,901) (3,295) (2,186) Revaluation of marketable Securities (573) (380) (573) (380) ----------------------------------------------------------------------------- $17,259 $11,453 $ - $ 16,829 $ 11,168 $ - ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- Net Income/(Loss) $11,280 $ 7,484 $(5,010) $ (3,583) $ (2,375) $(12,097) ============================================================================= Earnings/(Loss) per basic share $0.21 $0.14 $(0.10) $(0.07) $(0.04) $(0.25) =============================================================================
Weighted average common shares 54,360 54,360 50,111 53,493 53,493 48,066 =============================================================================
September September December 31 ---------------------------------------------------------------------------- Balance Sheet Data 2000 2000 1999 ---------------------------------------------------------------------------- (unaudited) (unaudited) (unaudited) (in US$) translated into US$ at = Cdn$ 1.5070 for convenience Cash $ 2,638 $ 1,750 $ 5,019 Marketable securities 21,634 14,356 16,478 Other current assets 3,822 2,536 6,495 Other assets 7,259 4,817 8,751 ---------------------------------------------------------------------------- Total assets $35,353 $23,459 $36,743 ============================================================================ Current Liabilities $ 1,983 $ 1,316 $ 5,504 Short term and long term deferred revenue 3,121 2,071 2,254 Long Term Debt 72 48 Total shareholders' equity 30,177 20,024 28,985 ---------------------------------------------------------------------------- Total liabilities and shareholders' equity $35,353 $23,459 $36,743 ============================================================================
EX-99.2 3 0003.txt PRESS RELEASE Exhibit 2 Bid.Com International Inc. [LOGO] 6725 Airport Road, Suite 201 Mississauga, ON L4V 1V2 Tel: 905-672-7467 / Facsimile: 905-672-5705 Website: www.bid.com (Nasdaq: BIDS, TSE: BII) FOR IMMEDIATE RELEASE BID.COM ANNOUNCES THIRD QUARTER 2000 RESULTS Liquidity, value of new contracts and operating performance improve TORONTO, ONTARIO -October 25, 2000- Bid.Com International Inc. (Nasdaq: BIDS, TSE: BII), a global application provider of dynamic pricing solutions, today announced results for its third quarter ended September 30, 2000. As evidenced by the increasing value of new contracts signed, improved operational performance and growing global customer base, the results provide an endorsement of the Company's evolution as a business-to-business enabler of e-commerce activities. All figures are in Canadian dollars. As of September 30, 2000, the exchange rate was Cdn $1.5070 to US$1.00. Gross revenue in the third quarter 2000 totaled $1.7 million compared to $3.0 million in the second quarter of 2000 and $8.3 million in the third quarter of 1999. The decline in revenues reflects the on-going implementation of Bid.Com's previously announced exit from the business-to-consumer arena. Effective October 24, 2000, a key phase of this transition was completed with the closing of Bid.Com's on-line retail operations. Customer list and new contract value grow During the third quarter, Bid.Com entered into agreements with 14 new business customers. These agreements typically vary in duration from one to three years. Bid.Com expects that revenues associated with these agreements will begin to be realized in the fourth quarter of 2000. In its business-to-business model, Bid.Com typically recognizes revenues through implementation fees, monthly hosting fees, and a percentage share of transactions. In addition to its gross revenues of $1.7 million, Bid.Com generated $1.3 million in new contract value in the third quarter. New contract value represents contractually committed revenue that will be earned over the course of signed agreements. This total does not include any share of transactions that Bid.Com will receive as a result of its customers' on-line sales activities. When added to its existing deferred revenues of $3.1 million, Bid.Com has developed a cumulative contract value of $4.4 million. "The increasing size of our cumulative contract value is a true indication of the momentum that Bid.Com is building, and one that we will use to measure performance," said Jeff Lymburner, President and CEO of Bid.Com International Inc. "Based on current projections, we are confident that the total of gross revenues and new contract value for the fourth quarter 2000, will meet or exceed the $3 million total achieved in this past quarter. With the close of our on- line retail operations, our revenue in the fourth quarter will be derived almost exclusively from B2B activities." Bid.Com International Inc. -2- Burn-rate and liquidity improve During the quarter, Bid.Com experienced a number of non-operational items that warrant highlighting: . The Company realized an accounting gain of $20.7 million on the disposition of its investment in Quack.Com. This total was calculated based on a discounted market value of the Company's shares in AOL as of August 31st, 2000. . The Company recorded an adjustment to reflect a reduction of $573,000 in the value of its investment in AOL shares based on market value as of September 30, 2000. . To reflect the volatility of recent market conditions, the Company recorded a special impairment provision for strategic investments in the amount of $2.9 million. Including all non-operational items, Bid.Com reported net income for the quarter of $11.3 million or $0.21 per basic share. Excluding non-operational items, the net loss was $6.0 million, or $0.11 per basic share. This compares to a net loss of $7.1 million, or $0.13 per basic share, for the second quarter of 2000 and a net loss of $5.0 million, or $0.10 per basic share, for the same period in 1999. "Bid.Com is realizing a significant improvement in its burn-rate quarter over quarter," Mr. Lymburner continued. "By introducing operational efficiencies, we were able to reduce expenses and improve our cash burn-rate by $600,000 in the quarter." Summary of milestones achieved Throughout the past quarter, Bid.Com continued to focus on its strategy of delivering dynamic pricing solutions to business customers, enabling them to embark on e-commerce initiatives. The following were key developments announced during the third quarter, 2000: . Bid.Com sold its equity investment in Quack.com, significantly improving the Company's liquidity. . The Company entered into multi-year agreements with 14 organizations, representing large and medium-sized operations. Bid.Com's new customer base includes: News International, In2face, MarineMax, Stereo Advantage, and EssentiaLink. . The Company expanded its sales and market presence in Europe, California and New York. . Bid.Com successfully implemented a number of successful e-commerce initiatives for its customers. . The Company continued to enhance its web presence to reflect its business- to-business focus. "The third quarter was a watershed for Bid.Com," Mr. Lymburner concluded. "Without any dilution to shareholder value, we significantly improved our liquidity as a result of the sale of our equity stake in Quack.Com. As our customer base grows and operational performance continues to improve, we believe that Bid.Com will become cash flow positive before the end of 2001." Bid.Com will hold a conference call at 8:30 a.m. EDT on Thursday, October 26 to discuss its financial results. Followers of Bid.Com are invited to listen to the call live over the Internet on Bid.Com International Inc. -3- the Investor Relations section of the Bid.Com.com site at http://www.bid.com/investor.asp. The call will also be broadcast on - ------------------------------- ---------------------------------- http://www.vcall.com and http://www.streetevents.com. - -------------------- --------------------------- About Bid.Com International Inc.: - --------------------------------- Founded in 1995, Bid.Com offers a comprehensive suite of on-line Dynamic Pricing Solutions for business-to-business and business-to-consumer markets. Bid.Com offers multiple on-line transaction methods, providing fixed price, traditional auction, real-time declining price (Dutch) auction and reverse auctions (Request for Quotation/Proposal (RFQ/RFP) all within the same package. Thanks to award- winning modular architecture, the Bid.Com system can be integrated with virtually any business-to-business or consumer-based application. A growing number of organizations have made Bid.Com their on-line sales partner in sectors such as automotive, heavy machinery, capital markets, electronic media, wireless communications, arts and culture, and retail. Customers and partners include GE Capital, News International Inc., Research In Motion, CapGemini, and PricewaterhouseCoopers. Bid.Com has offices in Toronto (Ontario), Tampa (Florida), Sacramento (California), Dublin (Ireland), and Melbourne (Australia). The company's shares trade on both the NASDAQ National Market and the Toronto Stock Exchange (NASDAQ: BIDS, TSE: BII). This news release 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 capital 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 Form 20-F filed with the Securities and Exchange Commission. Accordingly, there is no certainty that the Company's plans will be achieved. To receive additional information about Bid.Com International Inc. please visit www.bid.com. - ----------- CONTACTS: - --------- At Bid.Com: At BenchMark Porter Novelli: - ----------- ---------------------------- Joe Racanelli, Director of Marketing Stacey Tessis Tel: (905) 672-7467 ext. 273 Tel: (416) 423-6605 Fax: (905) 672-9928 E-mail:stessis@bmporternovelli.com E-mail: jracanelli@bid.com ------------------ At FRB - ------ Alison Ziegler Tel: (212) 661-8030 E-mail: aziegler@frb.bsmg.com -----END PRIVACY-ENHANCED MESSAGE-----