-----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, OeOtaUp5PWnyrlK9eWrtXlzC8OK2SjCaAh7y8OSi40DYaqkjRqqhnFYNYNyQyB6s sDeDOiR4Z1v4q3HwvQv3Rw== 0000931763-99-002295.txt : 19990812 0000931763-99-002295.hdr.sgml : 19990812 ACCESSION NUMBER: 0000931763-99-002295 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990811 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTELLIGENT LIFE CORP CENTRAL INDEX KEY: 0001080866 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 650423472 STATE OF INCORPORATION: FL FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-25681 FILM NUMBER: 99683771 BUSINESS ADDRESS: STREET 1: 11811 US HIGHWAY ONE STREET 2: STE 101 CITY: N PALM BEACH STATE: FL ZIP: 33408 BUSINESS PHONE: 5616301200 MAIL ADDRESS: STREET 1: 11811 US HIGHWAY ONE STREET 2: STE 101 CITY: N PALM BEACH STATE: FL ZIP: 33408 10-Q 1 10-Q FORM - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [Mark One] X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1999 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 0-25681 INTELLIGENT LIFE CORPORATION (Exact name of registrant as specified in Its charter) Florida 65-0423422 (State or other Jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 11811 U.S. Highway One, Suite 101 33408 North Palm Beach, Florida (Zip Code) (Address of principal executive offices)
Registrant's telephone number, including area code: (561) 627-7330 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes X No o The number of shares of the issuer's class of capital stock as of July 31, 1999, the latest practicable date, is as follows: 13,440,988 shares of Common Stock, $.01 par value. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Intelligent Life Corporation Quarterly Report on Form 10-Q for the Quarter Ended June 30, 1999 Index PART I. FINANCIAL INFORMATION PAGE NO. Item 1. INTERIM CONDENSED FINANCIAL STATEMENTS (UNAUDITED): Condensed Balance Sheets at June 30, 1999 and December 31, 1998........................................... Condensed Statements of Operations for the three and six months ended June 30, 1999 and 1998..................... Condensed Statements of Redeemable Stock and Stockholders' Equity (Deficit) ............................. Condensed Statements of Cash Flows for the three and six months ended June 30, 1999 and 1998..................... Notes to Condensed Financial Statements....................... Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations................................... Item 3. Quantitative and Qualitative Disclosures About Market Risk.... PART II. OTHER INFORMATION Item 1. Legal Proceedings............................................. Item 2. Changes in Securities and Use of Proceeds..................... Item 3. Defaults Upon Senior Securities............................... Item 4. Submission of Matters to a Vote of Security Holders........... Item 5. Other Information............................................. Item 6. Exhibits and Reports on Form 8-K.............................. Signatures............................................................. Intelligent Life Corporation Condensed Balance Sheets
June 30, 1999 December 31, (Unaudited) 1998 ------------------ ---------------------- Assets Cash and cash equivalents $ 39,397,886 $ 1,633,100 Accounts receivable, net of allowance for doubtful accounts of $50,000 and $24,847 at June 30, 1998 and December 31, 1998, respectively 1,040,888 538,536 Other current assets 750,711 109,488 ------------ ------------- Total current assets 41,189,485 2,281,124 Furniture, fixtures and equipment, net 1,328,461 813,659 Intangible assets, net of accumulated amortization of $161,822 and $152,976 at June 30, 1999 and December 31, 1998, respectively 83,498 4,569 ------------ ------------- Total assets $ 42,601,444 $ 3,099,352 ============ ============ Liabilities, Redeemable Stock and Stockholders' Equity (Deficit) Liabilities: Accounts payable $ 1,514,697 $ 308,667 Accrued stock compensation expense 488,072 - Other accrued expenses 995,729 588,212 Deferred revenue 554,203 612,660 Current portion of obligations under capital leases 201,857 113,405 Other current liabilities 109,644 - ------------ ------------ Total current liabilities 3,864,202 1,622,944 Obligations under capital leases, long-term 353,744 263,009 ------------ ------------ Total liabilities 4,217,946 1,885,953 ------------ ------------ Commitments and contingencies Redeemable Convertible Series A preferred stock, noncumulative, par value $.01 per share, liquidation value $65 per share, stated at redemption value -- 90,000 shares authorized; no shares issued or outstanding at June 30, 1999 and 89,612 shares issued and outstanding at December 31, 1998 - 10,215,768 Redeemable Convertible Series B preferred stock, noncumulative, par value $.01 per share, liquidation value $114 per share, stated at redemption value -- 30,000 shares authorized; no shares issued or outstanding at June 30, 1999 and 17,575 shares issued and outstanding at December 31, 1998 - 1,982,535 Redeemable Common Stock: Redeemable common stock, par value $.01 per share, redemption value $0.52 per share -- no shares issued or outstanding at June 30, 1999 and 454,170 shares issued and outstanding at December 31, 1998 - 236,168 Loan receivable for redeemable common stock - (236,168) Stockholders' equity (deficit): Preferred stock, 10,000,000 shares authorized and undesignated - - Common stock, par value $.01 per share -- 100,000,000 shares authorized; 13,440,988 and 4,053,200 shares issued and outstanding at June 30, 1999 and December 31, 1998, respectively 134,410 40,532 Additional paid in capital 58,960,331 - Unamortized stock compensation expense (15,000) (280,690) Accumulated deficit (20,696,243) (10,744,746) ------------ ------------ Total stockholders' equity (deficit) 38,383,498 (10,984,904) ------------ ------------ Total liabilities stockholders' equity (deficit) $ 42,601,444 $ 3,099,352 ============ ============
See accompanying notes to condensed financial statements. 3 Intelligent Life Corporation Condensed Statements of Operations (Unaudited)
Three Months Ended Six Months Ended June 30, June 30, 1999 1998 1999 1998 ------------ ------------ ------------- ------------ Revenue: Online publishing $ 1,925,849 $ 445,359 $ 3,295,685 $ 773,567 Print publishing and licensing 886,104 757,322 1,742,536 1,378,770 ----------- ----------- ------------ ----------- Total revenue 2,811,953 1,202,681 5,038,221 2,152,337 ----------- ----------- ------------ ----------- Cost of operations: Online publishing 944,837 331,372 1,616,998 541,348 Print publishing and licensing 608,414 468,253 1,190,970 1,004,267 Sales 771,982 409,245 1,283,392 547,219 Marketing 1,986,675 79,536 2,700,755 126,107 Product research 658,816 436,521 1,227,978 722,730 General and administrative expenses 1,161,509 546,383 1,738,107 968,301 Depreciation and amortization 105,210 21,039 176,535 42,828 Noncash stock based compensation 711,085 88,563 2,618,867 88,563 ----------- ----------- ------------ ----------- 6,948,528 2,380,912 12,553,602 4,041,363 ----------- ----------- ------------ ----------- Loss from operations (4,136,575) (1,178,231) (7,515,381) (1,889,026) ----------- ----------- ------------ ----------- Other income (expense): Interest income 232,704 8,939 249,450 17,081 Interest expense (24,627) (6,154) (40,023) (6,216) Noncash financing charge - - (2,656,000) - Other 4,325 - 10,457 - ----------- ----------- ------------ ----------- Other income (expense), net 212,402 2,785 (2,436,116) 10,865 ----------- ----------- ------------ ----------- Loss before income taxes (3,924,173) (1,175,446) (9,951,497) (1,878,161) Income taxes - - - - ----------- ----------- ------------ ----------- Net loss $(3,924,173) $(1,175,446) $ (9,951,497) $(1,878,161) Accretion of Convertible Series A and Series B preferred stock to redemption value (429,000) - (2,281,000) - ----------- ----------- ------------ ----------- Net loss applicable to common stock $(4,353,173) $(1,175,446) $(12,232,497) $(1,878,161) =========== =========== ============ =========== Basic and diluted net loss per share $ (0.47) $ (0.31) $ (1.84) $ (0.49) =========== =========== ============ =========== Weighted average shares outstanding used in basic and diluted per-share calculation 9,195,503 3,846,200 6,661,558 3,846,200 =========== =========== ============ ===========
See accompanying notes to condensed financial statements. 4 Intelligent Life Corporation Condensed Statements of Redeemable Stock and Stockholders' Equity (Deficit) (Unaudited)
Redeemable Redeemable Convertible Series A Convertible Series B Redeemable Common Stock Convertible Series A Preferred Stock Preferred Stock Note Preferred Stock Shares Amount Shares Amount Shares Amount Receivable Shares Amount ------ ------ ------ ------ ------ ------ ---------- ------ ------ Balances, June 30, 1998 - $ - - $ - 454,170 $236,168 $(236,168) 89,612 $5,777,627 Issuance of common stock - - - - - - - - - Compensation expense related to common stock grants - - - - - - - - - Issuance of preferred stock, net of issuance costs - - 17,575 1,982,535 - - - - - Conversion of nonredeemable convertible Series A preferred stock to redeemable 89,612 10,215,768 - - - - - (89,612) (5,777,627) Net loss for the period - - - - - - - - - ------- ----------- ------- --------- ------- ------- ------- ------- ---------- Balances, December 31, 1998 89,612 10,215,768 17,575 1,982,535 454,170 236,168 (236,168) - - Accretion of Series A and Series B preferred stock to redemption value - 1,908,000 - 373,000 - - - - - Conversion of Series A and Series B preferred stock to common stock (89,612)(12,123,768) (17,575) (2,355,535) - - - - - Issuance and conversion of promissory note to Series B preferred stock and conversion of Series B preferred stock to common stock including finance charge for beneficial conversion feature on the promissory note of $2,656,000 - - - - - - - - - Forgiveness of note receivable for redeemable common stock, reclassification of redeemable common stock to common stock, cancellation of the put right associated with such shares and reacquisition of forfeited shares, including associated compensation charge - - - - (454,170)(236,168) 236,168 - - Initial public offering of common stock - - - - - - - - - Compensation relating to stock grants - - - - - - - - - Net loss for the period - - - - - - - - - ------- ----------- ------- --------- ------- ------- ------- ------- ---------- Balances, June 30, 1999 - $ - - $ - - $ - $ - - $ - ======= =========== ======= ========= ======= ======= ======= ======= ==========
Unamortized Total Additional Stock Stockholders' Common Stock Paid in Compensation Accumulated Equity Shares Amount Capital Expense Deficit (Deficit) ------ ------ ------- ------- ------- ------- Balances, June 30, 1998 3,846,200 $38,462 $354,253 $(265,690) $(5,247,570) $657,082 Issuance of common stock 207,000 2,070 266,930 (269,000) - - Compensation expense related to common stock grants - - 415,000 254,000 - 669,000 Issuance of preferred stock, net of issuance costs - - - - - - Conversion of nonredeemable convertible Series A preferred stock to redeemable - - (1,036,183) - (3,401,958) (10,215,768) Net loss for the period - - - - (2,095,218) (2,095,218) ---------- ------- ---------- -------- ----------- ----------- Balances, December 31, 1998 4,053,200 40,532 - (280,690) (10,744,746) (10,984,904) Accretion of Series A and Series B preferred stock to redemption value - - (2,281,000) - - (2,281,000) Conversion of Series A and Series B preferred stock to common stock 5,359,350 53,593 14,425,710 - - 14,479,303 Issuance and conversion of promissory note to Series B preferred stock and conversion of Series B preferred stock to common stock including finance charge for beneficial conversion feature on the promissory note of $2,656,000 339,200 3,392 3,659,608 - - 3,663,000 Forgiveness of note receivable for redeemable common stock, reclassification of redeemable common stock to common stock, cancellation of the put right associated with such shares and reacquisition of forfeited shares, including associated compensation charge 189,238 1,893 1,890,417 220,690 - 2,113,000 Initial public offering of common stock 3,500,000 35,000 41,265,596 - - 41,300,596 Compensation relating to stock grants - - - 45,000 - 45,000 Net loss for the period - - - - (9,951,497) (9,951,497) ---------- -------- ----------- -------- ------------ ----------- Balances, June 30, 1999 13,440,988 $134,410 $58,960,331 $(15,000) $(20,696,243) $38,383,498 ========== ======== =========== ======== ============ ===========
See accompanying notes to condensed financial statements. 5
Intelligent Life Corporation Condensed Statements of Cash Flows (Unaudited) Three Months Ended Six Months Ended June 30, June 30, 1999 1998 1999 1998 ------------ ------------ ----------- ------------ Cash flows from operating activities: Net loss $(3,924,173) $(1,175,446) $(9,951,497) $(1,878,161) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 105,210 21,039 176,535 42,828 Noncash stock compensation 711,085 88,563 2,618,867 88,563 Noncash financing charge - - 2,656,000 - Changes in operating assets and liabilities: (Increase) decrease in accounts receivable (384,021) (117,023) (502,352) (37,224) (Increase) decrease in deferred initial public offering costs (708,757) - (1,014,369) - (Increase) decrease in other current assets (671,472) (23,398) (662,298) (25,243) Increase (decrease) in accounts payable and accrued expenses 822,233 157,123 1,649,799 159,855 Increase (decrease) in other current liabilities 109,644 - 109,644 - Increase (decrease) in deferred revenue 74,510 94,272 (58,457) 100,784 ------------ ----------- ----------- ----------- Total adjustments 58,432 220,576 4,973,369 329,563 ------------ ----------- ----------- ----------- Net cash used in operating activities (3,865,741) (954,870) (4,978,128) (1,548,598) ------------ ----------- ----------- ----------- Cash flows used in investing activities: Purchases of equipment (277,738) (19,596) (370,219) (131,423) Acquisitions, net of cash acquired - - (66,700) - ------------ ----------- ----------- ----------- Net cash used in investing activities (277,738) (19,596) (436,919) (131,423) ------------ ----------- ----------- ----------- Cash flows from financing activities: Loans from stockholders - 484,257 1,000,000 484,257 Principal payments on capital lease obligations (41,715) - (135,167) - Proceeds from issuance of preferred stock, net - 992,854 - 992,854 Proceeds from issuance of common stock, net 42,315,000 - 42,315,000 - ------------ ----------- ----------- ----------- Net cash provided by financing activities 42,273,285 1,477,111 43,179,833 1,477,111 ------------ ----------- ----------- ----------- Net increase (decrease) in cash and cash equivalents 38,129,806 502,645 37,764,786 (202,910) Cash and equivalents, beginning of period 1,268,080 407,782 1,633,100 1,113,337 ------------ ----------- ----------- ----------- Cash and equivalents, end of period $ 39,397,886 $ 910,427 $39,397,886 $ 910,427 ============ =========== =========== =========== Supplemental disclosures of cash flow information: Cash paid during the period for interest $ 24,627 $ 6,154 $ 40,023 $ 6,216 ============ =========== =========== =========== Supplemental schedule of noncash investing and finance activities: Equipment acquired under capital leases $ 66,000 $ 18,000 $ 314,000 $ 18,000 ============ =========== =========== =========== Stockholder loans contributed to capital for preferred stock $ - $ 500,000 $ - $ 500,000 ============ =========== =========== =========== Accretion of Series A and Series B preferred stock to redemption value $ 429,000 $ - $ 2,281,000 - ============ =========== =========== ===========
See accompanying notes to condensed financial statements. 6 INTELLIGENT LIFE CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) NOTE 1 -- ORGANIZATION AND BASIS OF PRESENTATION The Company Intelligent Life Corporation (the "Company") is an online financial publisher employing a staff of more than 80 editors and researchers. The Company creates original content for its personal finance web sites bankrate.com, theWhiz.com, consejero.com and CPNet.com. Bankrate.com provides consumers with independent, objective research on banking and credit products including mortgages, home equity loans and credit cards. In addition, this information is published on co- branded Internet web sites through more than 70 distribution partners including Yahoo!, CNNfn, SmartMoney and AOL. The Company's original research is also distributed through major national and local publications. TheWhiz.com is a web site designed for the financial novice where we offer free, easy to understand personal finance information and information on various consumer financial products. Our writers cover topics that include investing, real estate, credit, taxes and insurance. Consejero.com is a comprehensive personal finance web site in the Spanish language providing consumers with information about home buying and financing, credit cards, savings, online banking and investing and other financial topics. The site also offers users a secure site to interact, transact and learn more about the financial options available to them. CPNet.com is an advertising network of online college newspapers from across the country and features an online directory of college newspapers and editorial content written specifically for students. The Company is organized under the laws of the state of Florida. Basis of Presentation The unaudited interim condensed financial statements for the three and six months ended June 30, 1999 and 1998, respectively, included herein have been prepared in accordance with the instructions for Form 10-Q under the Securities Exchange Act of 1934, as amended, and Article 10 of Regulation S-X under the Securities Act of 1933, as amended. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations relating to interim financial statements. In the opinion of management, the accompanying unaudited interim condensed financial statements reflect all adjustments, consisting only of normal, recurring adjustments, necessary to present fairly the financial position of the Company at June 30, 1999, and the results of its operations and its cash flows for the three and six months ended June 30, 1999 and 1998, respectively. The results for the three and six months ended June 30, 1999 are not necessarily indicative of the expected results for the full year or any future period. In April 1999, the Company amended and restated its articles of incorporation to authorize 100,000,000 shares of $.01 par value common stock, 90,000 shares of $.01 par value Series A convertible preferred stock and 30,000 shares of $.01 par value Series B convertible preferred stock. On April 9, 1999, the Company authorized and executed a five to one stock split, effected as a stock dividend, of each issued and outstanding share of common stock. The information in the accompanying unaudited condensed financial statements has been retroactively restated to reflect the effect of this stock dividend. On April 12, 1999, the Company's Board of Directors approved changing the Company's fiscal year-end from June 30 to December 31. On May 13, 1999 the Company completed an initial public offering ("IPO") of 3,500,000 shares of the Company's common stock resulting in net proceeds of approximately $41.3 million. Upon closing of the IPO, both classes of outstanding redeemable convertible preferred stock converted to common stock at 50 shares of common stock for each share of redeemable convertible preferred stock. Additionally, upon the 7 INTELLIGENT LIFE CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) effective date of the IPO, the Company's articles of incorporation were further amended and restated to among other matters, designate 10 million shares of preferred stock with respect to which the Board will have the authority to designate rights and privileges. The unuaudited condensed financial statements included herein should be read in conjunction with the financial statements and related footnotes included in the Company's Form S-1 registration statement, as amended, filed with the Securities and Exchange Commission in connection with the Company's IPO, as well as the audited financial statements included in the Company's transition report for the six months ended December 31, 1998 filed with the Securities and Exchange Commission on Form 10-K. Net Loss Per Share Basic earnings per share is computed using the weighted average number of common shares outstanding during the period. Diluted earnings per share is also computed using the weighted average number of common shares outstanding during the period. Common stock equivalents consisting of stock options have been excluded from the computation as their effect is anti-dilutive. NOTE 2 -- STOCK OPTION PLANS 1997 Equity Compensation Plan In January 1999, the Company amended the 1997 Equity Compensation Plan (the "1997 Plan") to increase the number of shares of common stock authorized for issuance under the plan to 1,500,000 shares. On March 2 and March 12, 1999 the Company granted 201,720 and 5,000 options, respectively, under the 1997 Plan to purchase common stock at $2.97 per share. The options vest over a 48 month period and, accordingly, the Company will recognize compensation expense of approximately $1,620,000 ratably over the vesting period. Effective with the IPO, the Company granted 472,500 options under the 1997 Plan to purchase common stock at the IPO price which vest over a 48 month period. In June 1999, 20,000 options were granted to purchase common stock at fair market value on the date of grant which vest over a 48 month period. Additionally, in July 1999, 40,000 options were granted to purchase common stock at the fair market value on the date of grant which vest over a 48 month period. On April 12, 1999, the Board approved an option plan for outside directors of the Company. Under this plan, 80,000 options were granted on May 13, 1999 to purchase common stock at $13.00 per share. The options vest over 48 months and expire 10 years from date of grant, unless prohibited by the 1997 Plan. Under a currently proposed Financial Accounting Series Interpretation of APB Opinion No. 25, Accounting for Certain Transactions Involving Stock Compensation, the Company would recognize compensation expense of $800,000, or $50,000 per quarter, ratably over the vesting period. No such compensation expense has been recorded as the effects of applying this proposed Interpretation would be recognized on a prospective basis from the effective date of the Interpretation. Additionally, each outside director will receive an annual stock option grant of 5,000 shares at the beginning of each calendar year. These options will vest one year from date of grant and will expire 10 years from date of grant, unless prohibited by the 1997 Plan. Options granted under these programs will expire immediately upon the director's departure from the Company's board. 1999 Equity Compensation Plan In March 1999, the Company's stockholders approved the 1999 Equity Compensation Plan (the "1999 Plan"), to provide designated employees of the Company, certain consultants and non-employee members of the Board of Directors with the opportunity to receive grants of incentive stock options, nonqualified stock options and restricted stock. The 1999 Plan is authorized to grant options for up to 1,500,000 shares. In March 1999, the Company granted 358,500 options to an officer (the "Officer") of the Company to 8 INTELLIGENT LIFE CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) purchase shares of common stock at $2.97 which vest over a 36 month period. The Company will recognize compensation expense of approximately $2,807,000 ratably over the vesting period. NOTE 3 -- LOAN FROM STOCKHOLDER On March 9, 1999, one of the Series B convertible preferred stockholders loaned the Company $1,000,000 bearing interest at 8%, due April 9, 1999. If unpaid on the due date, the note was to convert into fully paid Series B convertible preferred stock at a conversion price of $2.97 per share. On April 9, 1999, the principal amount of the loan plus accrued interest was converted into 6,784 shares of Series B convertible preferred stock. The Company recorded a finance charge of $2,656,000 representing the difference between the estimated fair market value of the common stock (as if the 6,784 shares were converted) and the $2.97 conversion price. NOTE 4 -- REDEEMABLE COMMON STOCK In March 1998, the Company entered into a restricted stock grant agreement with the Officer that provided for the issuance of restricted stock to the Officer in accordance with the 1997 Equity Compensation Plan. Under the terms of this agreement, 454,170 shares of common stock were issued to the Officer for $236,168, which was paid by an interest-bearing promissory note from the Officer. Restriction on such shares lapsed as follows: 113,450 shares on July 1, 1998, and 9,460 shares on the first day of each month starting August 1, 1998 and ending July 1, 2001. The Officer had a put right which required the Company to repurchase shares at the same price paid for the shares including interest. In accordance with Emerging Issues Task Force 95-16, this arrangement is being accounted for as a variable plan which requires increases or decreases in stock based compensation expense based on increases or decreases in the Company's fair market value. On March 10, 1999 the note receivable was forgiven, the unvested shares (264,932) were reacquired by the Company, the Officer's put right was cancelled and the remaining 189,238 shares of redeemable common stock were reclassified to common stock and vested immediately. Accordingly, fixed option accounting treatment was established on this date and a compensation charge of approximately $2,113,000 was recorded. NOTE 5 -- ACQUISITION In January 1999, the Company acquired all of the assets of CPNet.com, excluding cash and real or personal property leases, for $25,000 in cash. The sellers were employed by the Company and were granted 30,000 options under the 1997 Equity Compensation Plan with an exercise price of $1.30 which vest over a 48 month period. The Company will incur total compensation expense of approximately $45,000 over the vesting period. CPNet.com's historical statements of operations are not material to the Company. NOTE 6 -- SEGMENT INFORMATION The Company operates in two reportable business segments: online publishing and print publishing and licensing. The online publishing segment is primarily engaged in the sale of advertising, sponsorships and hyperlinks in connection with our Internet web sites bankrate.com, theWhiz.com, Consejero.com and CPNet.com. The print publishing and licensing segment is primarily engaged in the sale of advertising in the Consumer Mortgage Guide rate tables, newsletter subscriptions and licensing of research information. We also charge a commission for the placement of the Consumer Mortgage Guide in a print publication. Although no one customer accounted for greater than 10% of total revenues for the three and six months ended June 30, 1999 and 1998, the five largest customers accounted for approximately 17% and 15%, and 11% and 11%, respectively, of total revenues for the three and six months ended June 30, 1999 and 1998. 9 INTELLIGENT LIFE CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) Summarized segment information as of June 30, 1999 and 1998, and for the three and six months ended June 30, 1999 and 1998 is presented below.
Print Online Publishing Publishing and Licensing Other Total --------------- ---------------- ---------------- ---------------- Six Months Ended June 30,1999: Revenue $ 3,295,685 $1,742,536 $ - $ 5,038,221 Direct costs of operations 1,616,998 1,190,970 - 2,807,968 Sales and marketing 3,895,516 - 88,631 3,984,147 Product research 923,630 304,348 - 1,227,978 General and administrative expenses 1,136,959 601,148 - 1,738,107 Depreciation and amortization 123,575 52,961 - 176,535 Noncash stock based compensation - - 2,618,867 2,618,867 Noncash financing charge - - 2,656,000 2,656,000 Other income (expense), net - - 219,884 219,884 Net loss (4,400,993) (407,890) (5,143,614) (9,951,497) Total assets 2,444,970 758,588 39,397,886 42,601,444 Six Months Ended June 30,1998: Revenue $ 773,567 $1,378,770 $ - $ 2,152,337 Direct costs of operations 541,348 1,004,267 - 1,545,615 Sales and marketing 655,176 1,742 16,408 673,326 Product research 259,755 462,975 - 722,730 General and administrative expenses 348,015 620,286 - 968,301 Depreciation and amortization 29,980 12,848 - 42,828 Noncash stock based compensation - - 88,563 88,563 Noncash financing charge - - - - Other income (expense), net - - 10,865 10,865 Net loss (1,068,696) (723,348) 2,446 (1,878,161) Total assets 825,881 284,936 - 1,110,817
10 INTELLIGENT LIFE CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)
Print Online Publishing Publishing and Licensing Other Total --------------- ---------------- ---------------- ---------------- Three Months Ended June 30,1999: Revenue $ 1,925,849 $ 886,104 $ - $ 2,811,953 Direct costs of operations 944,837 608,414 - 1,553,251 Sales and marketing 2,700,755 - 57,902 2,758,657 Product research 498,022 160,794 - 658,816 General and administrative expenses 781,175 379,334 - 1,161,509 Depreciation and amortization 73,646 31,564 - 105,210 Noncash stock based compensation - - 711,085 711,085 Noncash financing charge - - - - Other income (expense), net - - 212,402 212,402 Net loss (3,073,587) (294,001) (556,585) (3,924,173) Total assets 2,444,970 758,588 39,397,886 42,601,444 Three Months Ended June 30,1998: Revenue $ 445,359 $ 757,322 $ - $ 1,202,681 Direct costs of operations 331,372 468,253 - 799,625 Sales and marketing 480,792 - 7,989 488,781 Product research 160,839 275,682 - 436,521 General and administrative expenses 202,197 344,186 - 546,383 Depreciation and amortization 14,727 6,311 - 21,039 Noncash stock based compensation - - 88,563 88,563 Noncash financing charge - - - - Other income (expense), net - - 2,785 2,785 Net loss (744,568) (337,110) (93,767) (1,175,446) Total assets 825,881 284,936 - 1,110,817
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Intelligent Life Corporation has included in this filing certain "forward- looking statements" within the meaning of Section 27a of the Securities Act of 1933 and Section 21e of the Securities Exchange Act of 1934, including, without limitation, statements regarding our expectations, beliefs, intentions or future strategies that are signified by words such as "expects", "anticipates", "intends", "believes", or similar language. All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements. 11 Overview Intelligent Life Corporation is an online financial publisher employing a staff of more than 80 editors and researchers. The Company creates original content for its personal finance web sites bankrate.com, theWhiz.com, consejero.com and CPNet.com. Bankrate.com provides consumers with independent, objective research on banking and credit products including mortgages, home equity loans and credit cards. In addition, this information is published on co- branded Internet web sites through more than 70 distribution partners including Yahoo!, CNNfn, SmartMoney and AOL. The Company's original research is also distributed through major national and local publications. TheWhiz.com is a web site designed for the financial novice where we offer free, easy to understand personal finance information and information on various consumer financial products. Our writers cover topics that include investing, real estate, credit, taxes and insurance. Consejero.com is a comprehensive personal finance web site in the Spanish language providing consumers with information about home buying and financing, credit cards, savings, online banking and investing and other financial topics. The site also offers users a secure site to interact, transact and learn more about the financial options available to them. CPNet.com is an advertising network of online college newspapers from across the country and features an online directory of college newspapers and editorial content written specifically for students. Prior to 1995, our principal businesses were the publication of print newsletters and syndication of bank and credit product research to newspapers and magazines. In 1995, we introduced the Consumer Mortgage Guide, which is an advertisement for newspapers consisting of product and rate information in tabular form from local mortgage companies that pay a weekly fee for inclusion in the table. In fiscal 1996, we commenced our online operations by displaying our research through an Internet site, bankrate.com. By putting our information online, we were able to create new revenue opportunities through the sale of graphical and hyperlink advertising associated with our rate and yield tables. In fiscal 1997, we determined that we would concentrate principally on our online operations. Since that time, we have significantly expanded the scope and depth of bankrate.com and made investments in four new online Internet web sites: theWhiz.com, bankrate.com en Espanol, consejero.com and CPNet.com. In order to focus on our online activities, we have reduced the number of print newsletters we publish from five to three and eliminated active marketing of our print publications. We have also ceased marketing Consumer Mortgage Guide as a separate product. We now provide this product to newspapers as part of a broader relationship that is primarily directed toward online activities. We believe that the recognition of our research as a leading source of independent, objective information on banking and credit products is essential to our success. As a result, we have sought to maximize distribution of our research to gain brand recognition as a research authority. We are currently seeking to build greater brand awareness at all of our web sites and reach a grater number of online users. The following are descriptions of the revenue and expense components of our online and print publishing operations: Online publishing revenue represents the sale of advertising, sponsorships and hyperlinks in connection with our web sites. Such advertising is sold to advertisers according to the cost per thousand impressions, or CPM, the advertiser receives. The amount of advertising we sell is a function of (1) the number of advertisements we have per page, (2) the number of visitors viewing our pages, and (3) the capacity of our sales force. Revenue from advertising sales is invoiced monthly based on the expected number of advertisement impressions, or number of times that an advertisement is viewed. Revenue is recognized monthly based on the percentage of impressions delivered to the total number of impressions purchased. Revenue for impressions that have been invoiced but not delivered is deferred. Hyperlinks to various third-party web sites are sold for a fixed monthly fee, which is recognized as revenue in the month 12 earned. For our revenue sharing distribution arrangements with web site operators, revenue is recorded on a gross basis, with payments for our distribution arrangements being included in online publishing costs. Print publishing and licensing revenue represents advertising revenue from the sale of advertising in the Consumer Mortgage Guide rate tables, newsletter subscriptions, and licensing of research information. We charge a commission for placement of the Consumer Mortgage Guide in a print publication. Advertising revenue and commission income is recognized when the Consumer Mortgage Guide runs in the publication. Revenue from our newsletters is recognized ratably over the period of the subscription, which is generally up to one year. Revenue from the sale of research information is recognized ratably over the contract period. Online publishing costs represent expenses directly associated with the creation of online publishing revenue. These costs include contractual revenue sharing obligations resulting from our distribution arrangements (distribution payments), editorial costs, and allocated overhead. Distribution payments are made to web site operators for visitors directed to our web sites. These costs increase with gains in traffic to our sites. Editorial costs relate to writers and editors who create original content for our online publications and associates who build web pages. These costs have increased as we have added online publications and co-branded versions of our sites under distribution arrangements. These sites must be maintained on a daily basis. Print publishing and licensing costs represent expenses directly associated with print publishing revenue. These costs include contractual revenue sharing obligations with newspapers related to Consumer Mortgage Guide, personnel costs, printing and allocated overhead. We have incurred net losses in each of our last three fiscal years and had a net loss for the six months ended June 30, 1999 of approximately $9,951,000. We had an accumulated deficit of approximately $20,696,000 as of June 30, 1999. We also have a limited history of operations in the rapidly evolving online business environment and have little experience forecasting our revenues. Therefore, we believe that period-to-period comparisons of our financial results should not be relied on as an indication of our future performance. We anticipate that we will incur operating losses and negative cash flows in the foreseeable future due to high levels of planned expenditures to enhance our services, develop new content, build brand awareness through marketing campaigns and hire personnel to support our growth. We may also incur significant additional costs related to the acquisition of businesses or technologies to respond to the constant change in our industry. These costs could have an adverse impact on our future financial condition and results of operations. Results of Operations Six Months Ended June 30, 1999 Compared to Six Months Ended June 30, 1998 Revenue Total revenue for the six months ended June 30, 1999 of $5,038,221 increased $2,885,884, or 134%, over the comparable period in 1998. Online publishing revenue increased $2,522,118, or 326%, to $3,295,685 and represented 65% of total revenue compared to 36% in 1998. These increases were due to higher levels of advertising sales and higher advertising rates facilitated by an increase in advertising inventory resulting from an increase in the number of distribution partners and higher overall site traffic. Print publishing and licensing revenue increased $363,766, or 26%, to $1,742,536 due primarily to a $454,296, or 56%, increase in Consumer Mortgage Guide revenues. This increase was a result of an increased sales effort, higher rates charged per unit sale and an increase in the number of advertisers. In June 1999, we were advised by Quicken.com that it would not be renewing its distribution agreement with us. Quicken.com accounted for approximately 7% of our total site traffic during the six months ended June 30, 1999. Management does not believe that the loss of this distribution partner will have a material adverse impact on future results of operations. 13 Cost of Operations Online publishing costs increased 199% to $1,616,998 for the six months ended June 30, 1999 from $541,348 in the comparable period in 1998. This $1,075,650 increase was due to higher advertising costs, expenses incurred in promoting and staffing theWhiz.com and Consejero.com, increases in revenue sharing obligations and higher personnel costs. Print publishing and licensing costs increased 19% to $1,190,970 during the six months ended June 30, 1999 from $1,004,267 in 1998, due primarily to higher revenue sharing payments to newspapers based on higher levels of revenue. Sales costs for the six months ended June 30, 1999 were $736,173, or 135%, higher than 1998 due to higher human resource costs as a result of a doubling of the sales force for sales staff, lead generators and telemarketers, and the opening of the Northern California and Chicago sales offices. Marketing expenses of $2,700,755 for the six months ended June 30, 1999 were $2,574,648 higher than in 1998 primarily due to online advertising monies spent for bankrate.com, theWhiz.com and Consejero.com with the goal of driving more online traffic to our web sites. Product research costs increased $505,248, or 70%, for the six months ended June 30, 1999 compared to 1998 due to higher personnel expenses to support the growth in hyperlinked advertisers, Consumer Mortgage Guide advertisers, new editorial newspaper tables and an expanded number of markets to support additional advertisements and co-branding. Additionally, quality control personnel have been added to lend support to this growth. General and administrative expenses of $1,738,107 for the six months ended June 30, 1999 were $769,806, or 80%, higher than the comparable period in 1998 due primarily to higher human resource costs, facilities and professional services expenses supporting the growth in the business. Depreciation and amortization of $176,535 for the six months ended June 30, 1999 was $133,707, or 312%, higher compared to 1998 due to purchases of software, computer equipment and components. Noncash stock based compensation expense of $2,618,867 was recorded in the six month period ended June 30, 1999 compared to $88,563 in the same period in 1998. Approximately $2,113,000 was recorded when a note receivable for a restricted stock grant to our President was forgiven, the unvested shares under the grant (264,932) were reacquired by us, the associated put right was cancelled and 189,238 shares of redeemable common stock were reclassified to common stock. Approximately $446,000 was recorded for options granted under the 1997 and 1999 Equity Compensation Plans during the six months ended June 30, 1999 and in prior years. A noncash financing charge of $2,656,000 was recorded in March 1999 compared to none in 1998. In March 1999 one of the Series B convertible preferred stockholders loaned us $1,000,000, at 8% interest due April 9, 1999. If unpaid on April 9, 1999 the loan, plus accrued interest, converted to fully paid Series B convertible preferred stock at a conversion price of $2.97 per share. On April 9, 1999 the principal amount of the loan plus accrued interest was converted into 6,784 shares of Series B convertible preferred stock and, accordingly, the finance charge was recorded. Interest income of $249,450 for the six months ended June 30, 1999 was up from $17,081 in the comparable 1998 period due to investing the proceeds from our initial public offering in short-term, interest bearing instruments. Interest expense was up $33,807 over the comparable period in 1998 due to the increase in debt associated with equipment under capital leases. 14 Three Months Ended June 30, 1999 Compared to Three Months Ended June 30, 1998 Revenue Total revenue for the three months ended June 30, 1999 of $2,811,953 increased $1,609,272, or 134%, over the comparable period in 1998. Online publishing revenue increased $1,480,490, or 332%, to $1,925,849 and represented 68% of total revenue compared to 37% in 1998. These increases were due to higher levels of advertising sales and higher advertising rates resulting from the continuing increases in advertising inventory facilitated by an increase in the number of distribution partners and higher overall site traffic. Print publishing and licensing revenue increased $128,782, or 17%, to $886,104 due primarily to a $186,162, or 41%, increase in Consumer Mortgage Guide revenues. This increase was a result of an increased sales effort, higher rates charged per unit sale and an increase in the number of advertisers. Cost of Operations Online publishing costs increased 185% to $944,837 for the three months ended June 30, 1999 from $331,372 in the comparable period in 1998. This $613,465 increase was due to higher advertising costs, expenses incurred in promoting and staffing theWhiz.com and Consejero.com, increases in revenue sharing obligations and higher personnel costs. Print publishing and licensing costs increased 30% to $608,414 during the three months ended June 30, 1999 from $468,253 in 1998, due primarily to higher revenue sharing payments to newspapers based on higher levels of revenue. Sales costs for the three months ended June 30, 1999 were $771,982, or 89%, higher than 1998 due to higher human resource costs as a result of a doubling of the sales force for sales staff, lead generators and telemarketers, and the opening of the Northern California and Chicago sales offices. Marketing expenses of $1,986,675 for the three months ended June 30, 1999 were $1,907,139 higher than in 1998 primarily due to online advertising monies spent for bankrate.com, theWhiz.com and Consejero.com with the goal of driving more online traffic to our web sites. Product research costs increased $222,295, or 51%, for the three months ended June 30, 1999 compared to 1998 due to higher personnel expenses to support the growth in hyperlinked advertisers, Consumer Mortgage Guide advertisers, new editorial newspaper tables and an expanded number of markets to support additional advertisements and co-branding. Additionally, quality control personnel have been added to lend support to this growth. General and administrative expenses of $1,161,509 for the three months ended June 30, 1999 were $615,126, or 113%, higher than the comparable period in 1998 due primarily to higher human resource costs, facilities and professional services expenses supporting the growth in the business. Depreciation and amortization of $105,210 for the three months ended June 30, 1999 was $84,171, or 400%, higher compared to 1998 due to purchases of software, computer equipment and components. Noncash stock based compensation expense of $711,085 was recorded in the three month period ended June 30, 1999 compared to $88,563 in the same period in 1998. Approximately $331,000 was recorded in connection with the reclassification of redeemable common stock to common stock. Approximately $335,000 was recorded for options granted under the 1997 and 1999 Equity Compensation Plans during the six months ended June 30, 1999 and in prior years. Interest income of $232,704 for the three months ended June 30, 1999 compared to none in the comparable 1998 period due to investing the proceeds from our initial public offering in short-term, interest bearing instruments. Interest expense was up $18,473 over the comparable period in 1998 due to the increase in debt associated with equipment under capital leases. 15 Liquidity and Capital Resources Intelligent Life Corporation has been funded using capital raised from shareholders, and most recently, from the proceeds of our initial public offering. As of June 30, 1999, we had working capital of $37,325,283. Cash used in operating activities of $4,978,128 for the six months ended June 30, 1999 was $3,429,530 higher than in the comparable period in 1998 and was primarily for funding operating losses due to the continued expansion of our online publishing efforts through personnel acquisitions and marketing expenditures. Additionally, we funded approximately $1,014,000 of costs related to our initial public offering of common stock during the six months ended June 30, 1999. Cash used in investing activities was primarily for the purchase of computer and office equipment and furniture. Additionally, during the six months ended June 30, 1999, cash was used to acquire CPNet.com and certain other intellectual property rights. Net cash provided from financing activities consisted of a $1,000,000 convertible promissory note to one of the Series B preferred stockholders which was subsequently converted to shares of Series B preferred stock and ultimately into common stock in connection with the initial public offering, as well as the net cash proceeds from our initial public offering of $42,315,000. Other financing activities included cash used for payments on capital lease liabilities. We have experienced significant increases in our capital expenditures which is consistent with our overall business strategy. We anticipate that expenditures will continue to increase in the foreseeable future as we continue to evaluate potential investments in our business, technology and products. We believe that our existing liquidity and capital resources supplemented with the proceeds from the sale of our common stock in our initial public offering will be sufficient to satisfy our cash requirements for the foreseeable future. To the extent that such amounts are insufficient, we will be required to raise additional funds through equity or debt financing. If adequate funds are not available or are not available on acceptable terms, our ability to fund our planned expansion, take advantage of unanticipated opportunities or otherwise respond to competitive pressures would be significantly limited. There can be no assurance that we will be able to raise such funds on favorable terms or, at all. Year 2000 Compliance The Year 2000 computer problem refers to the potential for system and processing failures of date-related data as a result of computer-controlled systems using two digits rather than four to define the applicable year. For example, software programs that have time-sensitive components may recognize a date represented as "00" as the year 1900 rather than the year 2000. This could result in a system failure causing disruptions to our operations. Our internal information technology and non-information technology systems are generally licensed from third parties rather than being internally developed. Our research and subscription systems are two of the major information technology systems that have been internally developed. No non- information technology systems have been internally developed. We have received written certifications from all manufacturers of third-party systems that they are Year 2000 compliant. We have completed the inventory and testing of our mission critical hardware systems, including the routers and servers by which we provide services to our customers. Additionally, all of our mission critical operating software has been tested by the manufacturers as well as internally tested. All of the mission critical hardware and software passed our predetermined Year 2000 criteria for compliance. Our business is also dependent upon the computer-controlled systems of third parties such as suppliers, customers and service providers. A systemic failure outside of our control, such as a prolonged loss of Internet, telecommunications, electrical or telephone services could prevent users from accessing our web sites, which could have a material adverse effect on our business. 16 To date, we have spent approximately $500,000 on Year 2000 compliance issues, including the purchase of hardware and the cost of a third-party consultant. Based on our current assessment, we do not anticipate that additional costs associated with the Year 2000 issue will have a material adverse effect on our business. We do not currently anticipate having to develop a contingency plan for handling a Year 2000 problem that is not detected and corrected prior to its occurrence. There is general uncertainty inherent in the Year 2000 computer problem. The consequences of Year 2000 failures could have a material adverse effect on our business. In particular, unforeseen Year 2000 computer problems could require substantial time and effort on the part of management. Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Interest Rate Risk The primary objective of our investment strategy is to preserve principal while maximizing the income we receive from investments without significantly increasing risk. To minimize this risk, to date we have maintained our portfolio of cash equivalents in short-term and overnight investments which are not subject to market risk as the interest paid on such investments fluctuates with the prevailing interest rates. As of June 30, 1999 all of our cash equivalents mature in less than one year. Exchange Rate Sensitivity Our exposure to foreign currency exchange rate fluctuations is minimal to none as we do not have any revenues denominated in foreign currencies. Additionally, we have not engaged in any derivative or hedging transactions to date. Part II -- OTHER INFORMATION Item 1. LEGAL PROCEEDINGS Intelligent Life Corporation is not a party to any material legal proceeding. Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS The effective date of the Company's registration statement, filed on Form S-1 under the Securities Act of 1933 (File No. 333-74291) relating to the Company's initial public offering of its common stock, was May 13, 1999. A total of 3,500,000 shares of the Company's common stock were sold to an underwriting syndicate at $13.00 per share. The managing underwriters were ING Baring Furman Selz LLC and Warburg Dillon Read LLC. The initial public offering resulted in gross proceeds of $45,500,000, $3,185,000 of which was applied to the underwriting discount and approximately $1,014,000 of which was applied to related expenses. As a result, the net proceeds of the offering to the Company were approximately $41,301,000. From the date of receipt through June 30, 1999 approximately $1,224,000 of the net proceeds was used for marketing, advertising and promotional expenditures, and the remainder was used for working capital or invested on short-term interest bearing investments. None of the net proceeds of the offering were paid directly or indirectly to any director or officer of the Company or any of their associates, or to any persons owning ten percent or more of the Company's common stock, or to any affiliates of the Company. Item 3. DEFAULTS UPON SENIOR SECURITIES None. Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 17 None. Item 5. OTHER INFORMATION None. Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) 3.1 Form of Amended and Restated Articles of Incorporation of Intelligent Life Corporation (incorporated by reference to Amendment No. 1 to Form S-1 Registration Statement filed on April 15, 1999) 3.2 Form of Amended and Restated Bylaws of Intelligent Life Corporation (incorporated by reference to Amendment No. 1 to Form S-1 Registration Statement filed on April 15, 1999) 27 Financial Data Schedule (b) No reports on Form 8-K were filed during the quarter ended June 30, 1999. 18 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. Intelligent Life Corporation Dated: August 11, 1999 By: /s/ Peter W. Minford -------------------------------------- Peter W. Minford Senior Vice President-Administration and Chief Financial Officer Dated: August 11, 1999 By: /s/ Robert J. DeFranco -------------------------------------- Robert J. DeFranco Vice President-Finance and Chief Accounting Officer - -------------------------------------------------------------------------------- 19 EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM INTELLIGENT LIFE CORP.'S FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 6-MOS DEC-31-1999 JAN-01-1999 JUN-30-1999 39,397,886 0 1,090,888 (50,000) 0 41,189,485 1,837,706 (509,246) 42,601,444 3,864,202 0 0 0 134,410 38,249,088 42,601,444 5,038,221 5,038,221 0 12,553,602 2,396,093 0 40,023 (9,951,497) 0 (9,951,497) 0 0 0 (9,951,497) (1.84) (1.84)
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