-----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, K4l+3DvgAa72aAPYT99gM9li9qzp6RVtmnWT8e6ZWKVk/CHMb+m/w6/OokFZpEJB uVCmxKspFNlrWzeWZddaig== 0000950130-02-001159.txt : 20020414 0000950130-02-001159.hdr.sgml : 20020414 ACCESSION NUMBER: 0000950130-02-001159 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020228 FILED AS OF DATE: 20020227 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: 02560451 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. 1 for the Month of February, 2002 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 February 26, 2002, ADB Systems International Inc. ("ADB" or the "Company") announced its financial results for the fourth quarter ended December 31, 2001. Full financial tables are attached to this Form 6-K as Exhibit 1. All figures are in Canadian dollars. As of December 31, 2001, the exchange rate was Cdn $1.59 to US$1.00. Gross revenue in the fourth quarter was $1.2 million compared to $619,000 in the third quarter of 2001 and $1.2 million in the fourth quarter of 2000. Revenue was comprised of software license sales, service fees for software implementation, application hosting, support and training, and transaction fees from on-line activities performed for customers. In compliance with recent changes to Canadian and U.S. generally accepted accounting principles ("GAAP") that govern the treatment of goodwill recorded relating to acquisitions, the Company recorded a goodwill impairment loss of $9.2 million relating to its acquisition of ADB Systemer. Including this impairment loss, ADB recorded a net loss for the period of $12.2 million or $0.32 per basic share. This compares to a net loss of $3.5 million or $0.12 per share in the third quarter of 2001 and a net loss of $16.8 million or $0.61 per basic share in the same period of 2000, each on a post-share consolidation basis. Including a $310,000 non-cash charge for amortization of capitalized software, ADB reported a loss from operations of $2.8 million or $0.07 per basic share during the quarter. This compares to an operating loss of $ 2.1 million or $0.08 per basic share in the third quarter of 2001 and an operating loss of $5.6 million or $0.21 per basic share in the fourth quarter of 2000, each on a post-share consolidation basis. Operating loss is a non-GAAP earnings measure that may be calculated differently by other issuers. Operating loss is defined as net loss excluding restructuring costs and the effects of gains and losses from asset disposals, asset impairments and marketable securities. As at December 31, 2001, ADB held cash and marketable securities totaling $4.2 million. The following key developments were announced during the fourth quarter of 2001: o On October 10, 2001, the Company received shareholder approval to acquire ADB Systemer, change the Company name to ADB Systems International, and consolidate the Company's shares. o On October 18, 2001, the Company changed its trading symbol, and began trading on the Toronto Stock Exchange (TSE) under the symbol ADY and on the Nasdaq Stock Market under the symbol ADBI. o The Company signed a contract with VM Alliansen to provide procurement, logistics, and project management capabilities that will support large-scale oil and gas operations in Norway. o In collaboration with Production Access, the Company signed a contract with Forest Oil, a leading North American energy company, to provide electronic procurement capabilities. o The Company significantly expanded its software licensing agreement with Hordaland fylkeskommune (HFK), a Norwegian county council 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 ADB's results to differ materially from expectations. These risks include ADB's ability to raise additional funding, develop its business-to-business sales and operations, develop appropriate strategic alliances and successful development and implementation of technology, acceptance of ADB'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 by reference Exhibit 2 into its Registration Statement on Form F-3, and into the prospectus contained therein. Exhibit 1. Fourth 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: February 27, 2002 By: /s/ John Mackie --------------- Name: John Mackie Title: Vice-President, General Counsel and Corporate Secretary EX-1 3 dex1.txt FOURTH QUARTER FINANCIAL RESULTS Exhibit 1
ADB Systems International Inc. Consolidated Balance Sheet (expressed in thousands of Canadian dollars) - --------------------------------------------------------------------------------------- (Canadian GAAP, Unaudited) December 31 December 31 December 31 ------------------------------------------------- 2001 2001 2000 ------------------------------------------------- (unaudited) (unaudited) (unaudited) (in US$) translated into US$ at Cdn$ 1.5925 for convenience Cash $ 2,557 $ 1,606 $ 7,363 Marketable securities 1,658 1,041 8,124 Other current assets 1,419 891 1,881 Software Acquired 3,102 1,948 - Other assets 1,856 1,165 3,433 ------------------------------------------------- Total assets $ 10,592 $ 6,651 $ 20,801 ================================================= Current liabilities $ 1,695 $ 1,064 $ 2,086 Short term and long term deferred revenue 855 537 2,796 Long term debt 18 11 59 Minority Interest 8 5 - Total shareholders' equity 8,016 5,034 15,860 Total liabilities and ------------------------------------------------- shareholders' equity $ 10,592 $ 6,651 $ 20,801 -------------------------------------------------
ADB Systems International Inc. Consolidated Statement of Operations (expressed in thousands of Canadian dollars, except per share amounts) (Canadian GAAP, Unaudited) - -------------------------------------------------------------------------------------------------------------- Three Months Ended ------------------------------------------------- December 31 ------------------------------------------------- 2001 2001 2000 (unaudited) (unaudited) (unaudited) ------------------------------------------------- (in US$) translated into US$ at Cdn$ 1.5925 for convenience Revenues $ 1,166 $ 732 $ 1,222 Less: Customer acquisition costs (12) (8) - -------------------------------------------------- Net Revenue 1,154 724 1,222 -------------------------------------------------- General and administrative 1,600 1,005 3,856 Sales and marketing costs 628 394 1,474 Software development and technology expense 1,112 698 817 Depreciation and amortization 632 397 370 Direct expenses - - 296 Advertising and promotion - - 104 Interest Income (37) (23) (85) -------------------------------------------------- 3,935 2,471 6,832 -------------------------------------------------- Loss before the undernoted (2,781) (1,747) (5,610) Realized gains and losses on disposals of marketable securities, strategic investments and recovery of assets 53 34 249 Unrealized gains and losses on revaluation of marketable securities, strategic investments and provision for impairment of assets (210) (132) (11,422) Restructuring charge (91) (57) - Retail activities settlement 20 13 - Goodwill impairment loss (9,195) (5,774) - --------------------------------------------------- (9,423) (5,916) (11,173) --------------------------------------------------- NET (LOSS) INCOME FOR THE PERIOD (12,204) (7,663) (16,783) --------------------------------------------------- (LOSS) EARNINGS PER SHARE $ (0.32) $ (0.20) $ (0.61) --------------------------------------------------- Weighted average common shares 38,185 38,185 27,302 --------------------------------------------------- Loss before the undernoted per basic share $ (0.07) $ (0.05) $ (0.21) --------------------------------------------------- Twelve Months Ended --------------------------------------------------- December 31 --------------------------------------------------- 2001 2001 2000 --------------------------------------------------- (unaudited) (unaudited) (unaudited) (in US$) translated into US$ at Cdn$ 1.5925 for convenience Revenues $ 4,455 $ 2,797 $ 12,497 Less: Customer acquisition costs (68) (43) (157) --------------------------------------------------- Net Revenue 4,387 2,754 12,340 --------------------------------------------------- General and administrative 7,622 4,786 16,236 Sales and marketing costs 4,040 2,537 3,161 Software development and technology expense 3,691 2,318 1,802 Depreciation and amortization 1,572 987 1,130 Direct expenses - - 11,460 Advertising and promotion - - 5,040 Interest Income (345) (217) (467) --------------------------------------------------- 16,580 10,411 38,362 --------------------------------------------------- Loss before the undernoted (12,193) (7,657) (26,022) Realized gains and losses on disposals of marketable securities, strategic investments and recovery of assets 6,722 4,221 20,946 Unrealized gains and losses on revaluation of marketable securities, strategic investments and provision for impairment of assets (2,435) (1,529) (15,290) Restructuring charge (959) (602) - Retail activities settlement (381) (240) - Goodwill impairment loss (9,195) (5,774) --------------------------------------------------- (6,248) (3,924) 5,656 --------------------------------------------------- NET (LOSS) INCOME FOR THE PERIOD (18,441) (11,581) (20,366) --------------------------------------------------- (LOSS) EARNINGS PER SHARE $ (0.63) $ (0.40) $ (0.76) --------------------------------------------------- Weighted average common shares 29,130 29,130 26,844 --------------------------------------------------- Loss before the undernoted per basic share $ (0.42) $ (0.26) $ (0.97) ---------------------------------------------------
EX-2 4 dex2.txt PRESS RELEASE Exhibit 2 [LOGO] ADB 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 ANNOUNCES Q4 2001 FINANCIAL RESULTS TORONTO - February 26, 2002 - ADB Systems International Inc., a global provider of asset lifecycle management solutions, today announced financial results for its fourth quarter ended December 31, 2001. All figures are in Canadian dollars. As of December 31, 2001, the exchange rate was CDN $1.59 to US$ 1.00. Gross revenue in the fourth quarter was $1.2 million compared to $619,000 in the third quarter of 2001 and $1.2 million in the fourth quarter of 2000. Revenue was comprised of software license sales, service fees for software implementation, application hosting, support and training, and transaction fees from on-line activities performed for customers. "Consistent with earlier guidance, this quarter has met our expectations in many ways," said Jeff Lymburner, CEO, ADB Systems. "We completed the acquisition of ADB Systemer, changed our name to ADB Systems International, and implemented a new strategic direction focusing on helping organizations in the oil and gas and public sectors take advantage of asset lifecycle management solutions. These developments position us extremely well for ongoing growth." In compliance with recent changes to Canadian and U.S. generally accepted accounting principles (GAAP) that govern the treatment of goodwill recorded relating to acquisitions, the company recorded a goodwill impairment loss of $9.2 million relating to its acquisition of ADB Systemer. Including this impairment loss, ADB recorded a net loss for the period of $12.2 million or $0.32 per basic share. This compares to a net loss of $3.5 million or $0.12 per share in the third quarter of 2001 and a net loss of $16.8 million or $0.61 per basic share in the same period of 2000, each on a post-share consolidation basis. Including a $310,000 non-cash charge for amortization of capitalized software, ADB reported a loss from operations of $2.8 million or $0.07 per basic share during the quarter. This compares to an operating loss of $ 2.1 million or $0.08 per basic share in the third quarter of 2001 and an operating loss of $5.6 million or $0.21 per basic share in the fourth quarter of 2000, each on a post-share consolidation basis. Operating loss is a non-GAAP earnings measure that may be calculated differently by other issuers. Operating loss is defined as net loss excluding restructuring costs and the effects of gains and losses from asset disposals, asset impairments and marketable securities. - more - As at December 31, 2001, ADB held cash and marketable securities totaling $4.2 million. "Now that this transition period is completed, we expect our burn-rate to fall below $2 million in the first quarter with a further substantial decline in the second quarter. This trend combined with contemplated funding opportunities positions us well for the remainder of the year and beyond," said Mr. Lymburner. Throughout the quarter, ADB experienced a number of significant achievements. The following key developments were announced during the fourth quarter, 2001: o On October 10, 2001, the Company received overwhelming shareholder approval to acquire ADB Systemer, change the Company name to ADB Systems International, and consolidate the Company's shares. o On October 18, 2001, the Company began trading on the Toronto Stock Exchange (TSE) under the symbol ADY and on the Nasdaq Stock Market under the symbol ADBI. o The Company signed a contract with VM Alliansen to provide procurement, logistics, and project management capabilities that will support large-scale oil and gas operations in Norway. o In collaboration with Production Access, the Company signed a contract with Forest Oil, a leading North American energy company, to provide electronic procurement capabilities. o The Company significantly expanded its software licensing agreement with Hordaland fylkeskommune (HFK), a Norwegian county council. Mr. Lymburner concluded: "The fourth quarter marked, in effect, the re-launch of our company. Measured against this backdrop and based on our ability to deliver on expected forecasts, these results are very encouraging. Given our current sales pipeline and recent cost-cutting measures, we believe that ADB will experience a sequential revenue increase between 10 and 20 percent along with an improvement in bottom-line performance in the current quarter." ADB Systems will hold a conference call at 9:00 a.m. (Eastern time) on February 27, 2002, 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), Stavanger (Norway), Tampa (U.S.), Dublin (Ireland), and London (U.K.). 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 - more - 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 raise additional funding, develop its business-to-business sales and operations, 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 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 --------------------- -----END PRIVACY-ENHANCED MESSAGE-----