-----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, H1dyuiSt89MUPud1dS4WO2C5HzQFhI6lvlo6A92KnpwYz0SmgdtE7TmaI7ApONfF 8jqPWr/aDryXvokXT7EFgg== 0000950130-02-007387.txt : 20021031 0000950130-02-007387.hdr.sgml : 20021031 20021031154932 ACCESSION NUMBER: 0000950130-02-007387 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20021031 FILED AS OF DATE: 20021031 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADB SYSTEMS INTERNATIONAL INC CENTRAL INDEX KEY: 0001079171 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14835 FILM NUMBER: 02805008 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 FORMER COMPANY: FORMER CONFORMED NAME: BID COM INTERNATIONAL INC DATE OF NAME CHANGE: 19990210 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 October, 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 October 29, 2002, ADB Systems International Inc. ("ADB" or the "Company") announced its financial results for the third quarter ended September 30, 2002. Full financial tables are attached to this Form 6-K as Exhibit 1. All figures below are in Canadian dollars. As at September 30, 2002, the exchange rate was CDN $1.59 to US$ 1.00. Gross revenues in the third quarter were $1.26 million, a decrease of 18 percent when compared to the $1.54 million achieved in the third quarter of 2002. 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. ADB recorded a net loss for the period of $2.36 million or $0.06 per share, a modest improvement over the second quarter. ADB reported a loss from operations of $2.37 million or $0.06 per share. This compares to an operating loss of $2.41 million or $0.06 per share in the second quarter of 2002. Operating loss is calculated as net loss excluding restructuring costs and the effects of gains and losses from asset disposals, asset impairments and marketable securities. Operating expenses include all personnel, occupancy, sales and marketing, and technology related costs, including depreciation and amortization inherent in providing software and related services to customers. Operating expenses do not reflect realized and unrealized gains and losses on assets as well as restructuring costs. Operating loss and operating expense are not measures of performance calculated in accordance with Canadian generally accepted accounting principles (GAAP). As at September 30, 2002, ADB held cash and marketable securities totaling $1.71 million. The Company experienced a number of important developments in the third quarter: o ADB delivered a regional procurement solution to the city of Narvik, Norway. The solution enables the regional communities to take advantage of reduced purchasing costs and streamlined procurement processes. o ADB transferred its listing from the Nasdaq SmallCap market to OTC Bulletin Board (OTCBB). The Company's ticker symbol on the OTCBB is ADBI. o ADB secured approximately $3 million of gross proceeds through a series of financial agreements with The Brick Warehouse Corporation, Canada's largest volume retailer of home furnishings, mattresses, appliances and home electronics, and Stonestreet LP, a Toronto-based investment management firm, and a group of private investors. o ADB signed a customer-enabling agreement with Strategic Solutions for Industry to help the company sell surplus assets through the Internet. At a special meeting of shareholders held on October 22, 2002, the shareholders of the Company approved the Plan of Arrangement and a private placement of securities for a purchase price of $1,084,000. The Plan of Arrangement was approved by the Ontario Superior Court of Justice on October 24, 2002. The Company will file Articles of Arrangement with the Ontario Ministry of Consumer and Business Services on October 31, 2002 which will effect the Plan of Arrangement. 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 attached hereto into its Registration Statement on Form F-3 (File No. 333-40888) and into the prospectus contained therein. The Company does not incorporate by reference Exhibit 2 or Exhibit 3 attached hereto into its Registration Statement on Form S-3 or the prospectus contained therein. Exhibit 1 -- Third Quarter Financial Data. Exhibit 2 -- Press Release dated October 29, 2002. Exhibit 3 -- Press Release dated October 22, 2002. 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 31, 2002 By: /s/ Mark Wallace -------------------------- Name: Mark Wallace Title: President EX-99.1 3 dex991.txt THIRD QUARTER FINANCIAL DATA Exhibit 1 ADB Systems International Inc. Consolidated Balance Sheet (expressed in thousands of Canadian dollars) (Canadian GAAP, Unaudited) - -------------------------------------------------------------------------------- Sept 30 Sept 30 December 31 ------------------------------------------- 2002 2002 2001 ------------------------------------------- (unaudited) (unaudited) (audited) (in US$) translated into US$ at Cdn$ 1.5863 for convenience Cash $ 1,323 $ 834 $ 2,557 Restricted Cash $ 370 $ 233 $ -- Marketable securities 20 13 1,658 Other current assets 1,110 700 1,419 Other assets 3,666 2,311 4,958 ------- Total assets $ 6,489 $ 4,091 $10,592 ======= Current Liabilities $ 2,030 $ 1,280 $ 1,695 Short term and long term deferred revenue 191 120 855 Demand Loan 1,500 946 18 Other Liabilities 90 57 -- Minority Interest 3 2 8 Total shareholders' equity 2,675 1,686 8,016 Total liabilities and --------------------------------------------- shareholders' equity $ 6,489 $ 4,091 $10,592 ============================================= ADB Systems International Inc. Consolidated Statement of Operations (expressed in thousands of Canadian dollars, except per share amounts) (Canadian GAAP, Unaudited)
------------------------------------- --------------------------------------- Three Months Ended Nine Months Ended ------------------------------------- --------------------------------------- Sept. 30 Sept. 30 ------------------------------------- --------------------------------------- 2002 2002 2001 2002 2002 2001 --------- --------- --------- --------- --------- --------- translated translated into US$ at into US$ at Cdn$1.5683 Cdn$1.5683 for for convenience convenience Revenue $ 1,255 $ 791 $ 619 $ 4,280 $ 2,698 $ 3,289 Customer acquisition costs -- -- (37) -- -- (56) --------- --------- --------- --------- --------- --------- Net revenue $ 1,255 $ 791 $ 582 $ 4,280 $ 2,698 $ 3,233 --------- --------- --------- --------- --------- --------- General and administrative $ 1,334 $ 841 $ 947 $ 4,797 $ 3,024 $ 6,470 Software development and technology 1,098 642 690 3,135 1,976 2,464 Sales and marketing costs 472 298 736 1,467 925 3,076 Depreciation and amortization 674 425 302 1,913 1,206 940 Interest expense 54 34 -- 54 34 -- Interest income (7) (4) (35) (39) (25) (308) --------- --------- --------- --------- --------- --------- $ 3,625 $ 2,285 $ 2,640 $ 11,327 $ 7,140 $ 12,642 --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Loss before the undernoted $ (2,370) $ (1,495) $ (2,058) $ (7,047) $ (4,441) $ (9,409) ========= ========= ========= ========= ========= ========= Realized gains and losses on disposals of marketable securities, strategic investments, capital assets, and recovery of assets $ 9 $ 6 $ (77) $ (89) $ (56) $ 6,669 Unrealized gains and losses on revaluation of marketable securities and strategic investments and provision for impairments of assets -- -- (1,091) 56 35 (2,225) Retail activities settlement -- -- -- -- -- (404) Goodwill Impairment -- -- -- (14) (9) -- Restructuring charge -- -- (255) -- -- (868) --------- --------- --------- --------- --------- --------- $ 9 $ 6 $ (1,423) $ (47) $ (30) $ 3,172 --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- NET LOSS FOR THE PERIOD $ (2,361) $ (1,488) $ (3,481) $ (7,094) $ (4,472) $ (6,237) ========= ========= ========= ========= ========= ========= BASIC AND DILUTED LOSS PER SHARE $ (0.06) $ (0.04) $ (0.13) $ (0.17) $ (0.11) $ (0.23) ========= ========= ========= ========= ========= ========= Weighted average common shares 41,583 41,583 27,320 41,583 41,583 27,320 ========= ========= ========= ========= ========= ========= --------- --------- --------- --------- --------- --------- Loss per share from operations $ (0.06) $ (0.04) $ (0.08) $ (0.17) $ (0.11) $ (0.34) ========= ========= ========= ========= ========= =========
EX-99.2 4 dex992.txt PRESS RELEASE DATED 10/29/2002 Exhibit 2 [ADB 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 (OTCBB: ADBI, TSX: ADY) For Immediate Release ADB SYSTEMS ANNOUNCES Q3 2002 FINANCIAL RESULTS Expects revenue growth and continued expense reductions in Q4 TORONTO - October 29, 2002 - ADB Systems International Inc. (OTCBB: ADBI, TSX: ADY), a global provider of asset lifecycle management solutions, today announced financial results for its third quarter ended September 30, 2002. All figures are in Canadian dollars. As at September 30, 2002, the exchange rate was CDN $1.59 to US$ 1.00. ADB reported gross revenues of $1.26 million in the third quarter, a decrease of 18 percent when compared to the $1.54 million achieved in the second quarter of 2002. 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. "Challenging economic conditions in each of our primary markets and typically slow sales cycles due to seasonal factors combined to decelerate the growth we had experienced since the fourth quarter of 2001," said Jeff Lymburner, CEO of ADB Systems. "Based on early indications as organizations begin to renew their investments in technology-based solutions, we expect a measurable improvement in revenue for the current quarter in excess of approximately 20 percent. "Despite a revenue decrease, we saw a further improvement to our net cash performance as a result of cost-cutting measures we began to implement in the third quarter," Mr. Lymburner said. "We experienced an improvement in our net cash outflow from operating activities from more than $2 million in the second quarter to approximately $1.4 million in the third. Once the full effect of these cost-cutting measures is realized and combined with our revenue targets, we expect that our net cash outflow from operating activities for the fourth quarter will be reduced from approximately $1.4 million to below $1 million." ADB recorded a net loss for the period of $2.36 million or $0.06 per share, a modest improvement over the second quarter. ADB reported a loss from operations of $2.37 million or $0.06 per share. This compares to an operating loss of $2.41 million or $0.06 per share in the second quarter of 2002. Operating loss is calculated as net loss excluding restructuring costs and the effects of gains and losses from asset disposals, asset impairments and marketable securities. Operating expenses include all personnel, occupancy, sales and marketing, and technology related costs, including depreciation and amortization inherent in providing software and related services to customers. Operating expenses do not reflect realized and unrealized gains and losses on assets as well as restructuring costs. Operating loss and operating expense are not measures of performance calculated in accordance with Canadian generally accepted accounting principles (GAAP). As at September 30, 2002, ADB held cash and marketable securities totaling $1.71 million. In addition to its financial performance, the Company experienced a number of operating achievements in the quarter: o ADB delivered a regional procurement solution to the city of Narvik, Norway. The solution enables the regional communities to take advantage of reduced purchasing costs and streamlined procurement processes. o ADB transferred its listing from the Nasdaq SmallCap market to OTC Bulletin Board (OTCBB). The Company's ticker symbol on the OTCBB is ADBI. o ADB secured approximately $3 million of gross proceeds through a series of financial agreements with The Brick Warehouse Corporation, Canada's largest volume retailer of home furnishings, mattresses, appliances and home electronics, Stonestreet LP, a Toronto-based investment management firm, and a group of private investors. o ADB signed a customer-enabling agreement with Strategic Solutions for Industry to help the company sell surplus assets through the Internet. "The recently completed plan of arrangement and private placement provided us with an infusion of capital that is being used to sustain our operations," Mr. Lymburner said. "Although our industry has not yet fully rebounded, we are encouraged by our long-term potential given current sales opportunities and our flexibility in implementing operational plans that reduce expenses while supporting customer initiatives." ADB Systems will hold a conference call at 10:00 a.m. (Eastern time) on October 30, 2002, to discuss its financial results as well as operational activities. 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 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, utilities, manufacturing and financial services. Current customers and partners include BP, GE Capital, Halliburton Energy Resources, HFK, permanent TSB, 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 OTC Bulletin Board (OTCBB: ADBI), and the Toronto Stock Exchange (TSX: 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 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 (financial tables follow) ADB Systems International Inc. Consolidated Balance Sheet (expressed in thousands of Canadian dollars) (Canadian GAAP, Unaudited)
- ------------------------------------------------------------------------------------------ Sept 30 Sept 30 December 31 ----------- ----------- ----------- 2002 2002 2001 ----------- ----------- ----------- (unaudited) (unaudited) (audited) in US$) translated into US$ at Cdn$ 1.5863 for convenience Cash $ 1,323 $ 834 $ 2,557 Restricted Cash $ 370 $ 233 $ -- Marketable securities 20 13 1,658 Other current assets 1,110 700 1,419 Other assets 3,666 2,311 4,958 ---------- ---------- ---------- Total assets $ 6,489 $ 4,091 $ 10,592 ========== ========== ========== Current Liabilities $ 2,030 $ 1,280 $ 1,695 Short term and long term deferred revenue 191 120 855 Demand Loan 1,500 946 18 Other Liabilities 90 57 -- Minority Interest 3 2 8 Total shareholders' equity 2,675 1,686 8,016 ---------- ---------- ---------- Total liabilities and shareholders' equity $ 6,489 $ 4,091 $ 10,592 ========== ========== ==========
ADB Systems 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 ------------------------------------- --------------------------------------- Sept. 30 Sept. 30 ------------------------------------- --------------------------------------- 2002 2002 2001 2002 2002 2001 --------- --------- --------- --------- --------- --------- translated translated into US$ at into US$ at Cdn$1.5683 Cdn$1.5683 for for convenience convenience Revenue $ 1,255 $ 791 $ 619 $ 4,280 $ 2,698 $ 3,289 Customer acquisition costs -- -- (37) -- -- (56) --------- --------- --------- --------- --------- --------- Net revenue $ 1,255 $ 791 $ 582 $ 4,280 $ 2,698 $ 3,233 --------- --------- --------- --------- --------- --------- General and administrative $ 1,334 $ 841 $ 947 $ 4,797 $ 3,024 $ 6,470 Software development and technology 1,098 642 690 3,135 1,976 2,464 Sales and marketing costs 472 298 736 1,467 925 3,076 Depreciation and amortization 674 425 302 1,913 1,206 940 Interest expense 54 34 -- 54 34 -- Interest income (7) (4) (35) (39) (25) (308) --------- --------- --------- --------- --------- --------- $ 3,625 $ 2,285 $ 2,640 $ 11,327 $ 7,140 $ 12,642 --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- Loss before the undernoted $ (2,370) $ (1,495) $ (2,058) $ (7,047) $ (4,441) $ (9,409) ========= ========= ========= ========= ========= ========= Realized gains and losses on disposals of marketable securities, strategic investments, capital assets, and recovery of assets $ 9 $ 6 $ (77) $ (89) $ (56) $ 6,669 Unrealized gains and losses on revaluation of marketable securities and strategic investments and provision for impairments of assets -- -- (1,091) 56 35 (2,225) Retail activities settlement -- -- -- -- -- (404) Goodwill Impairment -- -- -- (14) (9) -- Restructuring charge -- -- (255) -- -- (868) --------- --------- --------- --------- --------- --------- $ 9 $ 6 $ (1,423) $ (47) $ (30) $ 3,172 --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- --------- NET LOSS FOR THE PERIOD $ (2,361) $ (1,488) $ (3,481) $ (7,094) $ (4,472) $ (6,237) ========= ========= ========= ========= ========= ========= BASIC AND DILUTED LOSS PER SHARE $ (0.06) $ (0.04) $ (0.13) $ (0.17) $ (0.11) $ (0.23) ========= ========= ========= ========= ========= ========= Weighted average common shares 41,583 41,583 27,320 41,583 41,583 27,320 ========= ========= ========= ========= ========= ========= --------- --------- --------- --------- --------- --------- Loss per share from operations $ (0.06) $ (0.04) $ (0.08) $ (0.17) $ (0.11) $ (0.34) ========= ========= ========= ========= ========= =========
EX-99.3 5 dex993.txt PRESS RELEASE DATED 10/22/2002 Exhibit 3 [ADB 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 (OTCBB: ADBI, TSX: ADY) For Immediate Release ADB SYSTEMS RECEIVES SHAREHOLDER SUPPORT FOR PLAN OF ARRANGEMENT AND PRIVATE PLACEMENT Will release Q3 results on October 29 TORONTO - October 22, 2002 - ADB Systems International (OTCBB: ADBI, TSE: ADY), a global provider of asset lifecycle management solutions, announced it received overwhelming support from shareholders at a special meeting held earlier today in Toronto for the previously disclosed Plan of Arrangement and private placement. "We thank our shareholders for voting in favor of these transactions since we believe that the related financing significantly enhances ADB's long-term viability," said Jeff Lymburner, CEO of ADB Systems. As announced previously, ADB secured $3 million of gross proceeds through a series of financial agreements with The Brick Warehouse Corporation, Canada's largest volume retailer of home furnishings, mattresses, appliances and home electronics, Stonestreet LP, a Toronto-based investment management firm, and a group of private investors. The Plan of Arrangement and private placement remain subject to final court approval. The Company also announced that it is scheduled to report financial results for the third quarter ended September 30, 2002 on Tuesday, October 29, 2002 after the close of the market. ADB Systems will hold a conference call at 10:00 a.m. (EDT) the following day, Wednesday, October 30 to discuss its financial results and recent operating activities. Followers of ADB Systems are invited to listen to the call live over the Internet on the Investor Relations section of ADB's website at http://www.adbsys.com/investorRelations.asp. About ADB Systems International Inc. ADB Systems International 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, HFK, permanent TSB, ShopNBC, Skerman Group, and Vesta Insurance. 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 Toronto Stock Exchange (TSE: ADY) and the OTC Bulletin Board (OTCBB: ADBI). 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 raise additional funding, obtain regulatory, exchange, shareholder and court approvals for the transactions described herein, 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. 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-----