0000950130-01-504851.txt : 20011030
0000950130-01-504851.hdr.sgml : 20011030
ACCESSION NUMBER: 0000950130-01-504851
CONFORMED SUBMISSION TYPE: 6-K
PUBLIC DOCUMENT COUNT: 3
CONFORMED PERIOD OF REPORT: 20011024
FILED AS OF DATE: 20011025
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: BID COM INTERNATIONAL INC
CENTRAL INDEX KEY: 0001079171
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389]
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 6-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-14835
FILM NUMBER: 1765965
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
d6k.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. 3 for the Month of October, 2001
ADB Systems 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
-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
ADB SYSTEMS INTERNATIONAL INC.
On October 23, 2001, ADB Systems International Inc. (formerly Bid.Com
International Inc.) ("ADB" or the "Company") announced its financial results for
the third quarter ended September 30, 2001. Full financial tables are attached
to this Form 6-K as Exhibit 1. All figures are in Canadian dollars. As of
September 30, 2001, the exchange rate was Cdn $1.58 to US$1.00.
Consistent with its previously announced expectations, the Company's
gross revenue in the third quarter totaled $619,000 a decrease of $796,000 or 56
percent compared to the preceding quarter. In the same period of 2000, ADB's
gross revenue was $1.67 million, which was primarily derived from on-line retail
activities. Since its exit from on-line retail activities, ADB's gross revenue
is comprised strictly of fees earned through customer agreements and deferred
revenues recognized in the quarter.
ADB reported a loss from operations of $2.06 million or $0.04 per
basic share. This compares to an operating loss of $3.47 million or $0.06 per
basic share in the second quarter of 2001 and $5.98 million, or $0.11 per basic
share, during the corresponding period in 2000
Including realized gains from the disposal of marketable securities
and investments, unrealized losses from impairments of assets and the
re-evaluation of marketable securities, and a restructuring charge, ADB reported
a net loss of $3.48 million or $0.06 per basic share in the third quarter. This
compares to a net loss of $2.15 million, or $0.04 per basic share, in the second
quarter of 2001, and $11.28 million, or $0.21 per basic share, during the same
period in 2000.
At the end of September, 2001, ADB Systems held cash and marketable
securities totaling $8.74 million, which given its current burn-rate, will
support the Company's operations well into 2002.
As announced previously, ADB has recently initiated a number
developments designed to reduce operating expenses, expand its customer base and
generate increased shareholder value. Among these activities include:
. The Company is implementing a plan to reduce its workforce by 30
percent, resulting in improved operating expenses.
. The Company acquired ADB Systemer ASA, a Norway-based software vendor
of enterprise asset management and electronic procurement applications
whose customers include BP, Halliburton Energy Sources, TotalFinaElf
among others.
. The Company received notification from the Nasdaq Stock Mark that it
will maintain its listing status.
. The Company changed its name to ADB Systems International Inc to
reflect an expanded product offering, and adopted ADY and ADBI as new
ticker symbols on the Toronto Stock Exchange and Nasdaq Stock Market
respectively.
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 the Company's results to differ materially from
expectations. These risks include the Company's ability to further develop its
business-to-business sales and operations, 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 ADB may
identify and discuss from time to time, including those risks disclosed in ADB's
most recent Form 20-F filed with the Securities and Exchange Commission.
Accordingly, there is no certainty that ADB'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 Exhibit 2 into
its Registration Statement on Form F-3, or 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.
ADB SYSTEMS INTERNATIONAL INC.
Date: October 24, 2001 By: /s/ John Mackie
---------------
Name: John Mackie
Title: Vice-President, General Counsel and
Corporate Secretary
EX-1
3
dex1.txt
THIRD QUARTER FINANCIAL RESULTS
EXHIBIT 1
ADB Systems International Inc.
(formerly 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
----------------------------------------------------------------------------
2001 2001 2000 2001 2001 2000
----------------------------------------------------------------------------
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
(in US$) (in US$)
translated translated
into US$ at into US$ at
Cdn$ 1.5797 Cdn$ 1.5797
for for
convenience convenience
Revenues $ 619 $ 392 $ 1,669 $ 3,289 $ 2,082 $ 11,275
Less: Customer acquisition costs (37) (23) -- (56) (35) (157)
----------------------------------------------------------------------------
Net Revenue 582 369 1,669 3,233 2,047 11,118
----------------------------------------------------------------------------
General and administrative 947 599 4,402 6,184 3,915 12,380
Sales and marketing costs 736 466 1,034 3,362 2,128 1,687
Software development and technology expense 690 437 260 2,464 1,560 985
Depreciation and amortization 302 191 270 940 595 760
Direct expenses -- -- 1,392 -- -- 11,164
Advertising and promotion -- -- 367 -- -- 4,936
Interest Income (35) (22) (77) (308) (195) (382)
----------------------------------------------------------------------------
2,640 1,671 7,648 12,642 8,003 31,530
----------------------------------------------------------------------------
Loss before the undernoted (2,058) (1,302) (5,979) (9,409) (5,956) (20,412)
Realized gains and losses on disposals of
marketable securities, strategic investments
and recovery of assets (77) (49) 20,697 6,669 4,222 20,697
Unrealized gains and losses on revaluation of
marketable securities, strategic
investestments and provision for impairment of assets (1,091) (691) (3,438) (2,225) (1,408) (3,868)
Restructuring charge (255) (161) -- (868) (549) --
Retail activities settlement -- -- -- (404) (256) --
----------------------------------------------------------------------------
(1,423) (901) 17,259 3,172 2,009 16,829
----------------------------------------------------------------------------
NET (LOSS) INCOME FOR THE PERIOD $ (3,481) $ (2,203) $ 11,280 $ (6,237) $ (3,947) $ (3,583)
----------------------------------------------------------------------------
(LOSS) EARNINGS PER SHARE $ (0.06) $ (0.04) $ 0.21 $ (0.11) $ (0.07) $ (0.07)
----------------------------------------------------------------------------
ADB Systems International Inc.
(formerly Bid.Com International Inc.)
Consolidated Balance Sheet
(expressed in thousands of Canadian dollars)
(Canadian GAAP, Unaudited)
--------------------------------------------------------------------------------
September 30 September 30 December 31
----------------------------------------------------------------
2001 2001 2000
----------------------------------------------------------------
(unaudited) (unaudited) (audited)
(in US$)
translated
into US$ at
Cdn$ 1.5797
for
convenience
Cash $ 6,752 $ 4,274 $ 7,363
Marketable securities 1,992 1,261 8,124
Other current assets 560 354 1,881
Other assets 2,500 1,583 3,433
----------------------------------------------------------------
Total assets $ 11,804 $ 7,472 $ 20,801
================================================================
Current liabilities $ 1,419 $ 898 $ 2,086
Short term and long term
deferred revenue 689 436 2,796
Long term debt 24 15 59
Total shareholders' equity 9,672 6,123 15,860
Total liabilities and
----------------------------------------------------------------
shareholders' equity $ 11,804 $ 7,472 $ 20,801
================================================================
EX-2
4
dex2.txt
PRESS RELEASE
EXHIBIT 2
[LOGO]
ADB Systems International Inc.
6725 Airport Road, Suite 201
Mississauga, ON L4V 1V2
Tel: 905-672-7467 / Facsimile: 905-672-5705
Website: www.adbsys.com
(Nasdaq: ADBI, TSE: ADY)
For Immediate Release
ADB SYSTEMS (FORMERLY BID.COM) REPORTS THIRD-QUARTER
2001 FINANCIAL RESULTS
Recent developments provide basis for long-term improvements
TORONTO - October 23, 2001 - ADB Systems International Inc., a global provider
of asset lifecycle management solutions, today announced financial results for
its third quarter ended September 30, 2001. All figures are in Canadian dollars.
As of September 30, 2001, the exchange rate was CDN $1.58 to US$1.00.
Consistent with its previously announced expectations, the Company's gross
revenue in the third quarter totaled $619,000 a decrease of $796,000 or 56
percent compared to the preceding quarter. In the same period of 2000, ADB's
gross revenue was $1.67 million, which was primarily derived from on-line retail
activities. Since its exit from on-line retail activities, ADB's gross revenue
is comprised strictly of fees earned through customer agreements and deferred
revenues recognized in the quarter.
ADB reported a loss from operations of $2.06 million or $0.04 per basic share.
This compares to an operating loss of $3.47 million or $0.06 per basic share in
the second quarter of 2001 and $5.98 million, or $0.11 per basic share, during
the corresponding period in 2000.
Including realized gains from the disposal of marketable securities and
investments, unrealized losses from impairments of assets and the re-evaluation
of marketable securities, and a restructuring charge, ADB reported a net loss of
$3.48 million or $0.06 per basic share in the third quarter. This compares to a
net loss of $2.15 million, or $0.04 per basic share, in the second quarter of
2001, and $11.28 million, or $0.21 per basic share, during the same period in
2000.
At the end of September, 2001, ADB Systems held cash and marketable securities
totaling $8.74 million, which given its current burn-rate, will support the
Company's operations well into 2002.
"Tough economic conditions, particularly in the aftermath of September 11, have
dramatically impacted our financial performance," said Jeff Lymburner, CEO, of
ADB Systems International Inc. "We believe, however, that recent corporate
developments provide a source for improved performance and results. Given our
expanded product offerings and sales pipeline, for example, we believe that our
revenues in the fourth quarter will grow by more than 100 percent over the
previous quarter."
- more -
ADB Announces Third Quarter Results/2
As announced previously, ADB Systems has recently initiated a number
developments designed to reduce operating expenses, expand its customer base and
generate increased shareholder value. Among these activities include:
. The Company is implementing a plan to reduce its workforce by 30
percent, resulting in improved operating expenses.
. The Company acquired ADB Systemer ASA, a Norway-based software vendor
of enterprise asset management and electronic procurement
applications whose customers include BP, Halliburton Energy Sources,
TotalFinaElf among others.
. The Company received notification from the Nasdaq Stock Mark that it
will maintain its listing status.
. The Company changed its name to ADB Systems International Inc to
reflect an expanded product offering, and adopted ADY and ADBI as new
ticker symbols on the Toronto Stock Exchange and Nasdaq Stock Market
respectively.
ADB Systems will hold a conference call at 9:00 a.m. (Eastern time) on October
24, 2001, to discuss its financial results as well as its projections for the
upcoming quarter. Followers of ADB Systems are invited to listen to the call
live over the Internet on the Investor Relations section of the Company's
website at http://www.adbsys.com
--------------------------------
About ADB Systems International Inc.
------------------------------------
ADB Systems International, formerly Bid.Com, delivers asset lifecycle management
solutions that help companies source, manage and sell assets for maximum value.
ADB works with a growing number of customers and partners in a variety of
sectors including oil and gas, government, chemicals, manufacturing and
financial services. Current customers and partners include BP, GE Capital,
Halliburton Energy Resources, ShopNBC, and Skerman Group.
ADB has offices in Toronto (Canada), Tampa, Dublin (Ireland), London (U.K.) and
Stavanger (Norway). The company's shares trade on both the Nasdaq Stock Market
(NASDAQ: ADBI), and the Toronto Stock Exchange (TSE: ADY).
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
cash requirements. Forward-looking statements are subject to risks and
uncertainties that may cause ADB's ("the Company") results to differ materially
from expectations. These risks include the Company's ability to further develop
its business-to-business sales and operations, 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.
- more-
ADB Announces Third Quarter Results/3
To receive additional information on ADB Systems International, please visit
www.adbsys.com
Contacts:
At ADB Systems International
----------------------------
Joe Racanelli, Director of Marketing
Tel: (905) 672-7467 ext. 273
Fax: (905) 672-9928
E-mail: jracanelli@adbsys.com