-----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, DcNo4Eg5e7VhH2fWF0Oh9LOLk+bJpRmJu3/6/hMlysxQSSS9ZTOT9knv2rI2W6nJ TzVuQJ4DNILHTMliXFoc5g== 0001169232-04-005006.txt : 20040929 0001169232-04-005006.hdr.sgml : 20040929 20040929121140 ACCESSION NUMBER: 0001169232-04-005006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040929 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20040929 DATE AS OF CHANGE: 20040929 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLICKNSETTLE COM INC CENTRAL INDEX KEY: 0000925741 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 232753988 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21419 FILM NUMBER: 041051805 BUSINESS ADDRESS: STREET 1: 1010 NORTHERN BLVD STREET 2: STE 336 CITY: GREAT NECK STATE: NY ZIP: 11021 MAIL ADDRESS: STREET 1: 1010 NORTHERN BLVD., SUITE 336 CITY: GREAT NECK STATE: NY ZIP: 11021 FORMER COMPANY: FORMER CONFORMED NAME: NAM CORP DATE OF NAME CHANGE: 19960802 8-K 1 d60823_8-k.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT, PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (Date of Earliest Event Reported): September 29, 2004 (September 28, 2004) clickNsettle.com, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-21419 25-2753988 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) Identification No.) 1010 Northern Boulevard Great Neck, New York 11021 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (516) 829-4343 Index to Current Report on Form 8-K of clickNsettle.com, Inc. September 29, 2004 Item Page - ---- ---- Item 2.02 Disclosure of Results of Operations and Financial Condition 3 Item 99.1 Exhibits 3 Signatures 4 -2- Item 2.02. Disclosure of Results of Operations and Financial Condition On September 28, 2004, clickNsettle.com, Inc. ("the Company") announced its results for the quarter and year ended June 30, 2004. The announcement and attachment are included in Exhibit 99.1. Exhibit List Exhibit Number Description - -------------- ----------- 99.1 Press release announcing the Company's results for the quarter and year ended June 30, 2004. -3- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized. clickNsettle.com, Inc. By: /s/ Roy Israel Name: Roy Israel Title: Chief Executive Officer and President By: /s/ Patricia Giuliani-Rheaume Name: Patricia Giuliani-Rheaume Title: Chief Financial Officer and Vice President Date: September 29, 2004 -4- EX-99.1 2 d60823_ex99-1.txt PRESS RELEASE Exhibit 99.1 Contact: Roy Israel (516) 829-4343 clickNsettle.com Reports Fourth Quarter and Year End Results and Continues to Explore Strategic Alternatives GREAT NECK, N.Y., September 28, 2004/Business Wire/ -- clickNsettle.com, Inc. (OTCBB: CLIK), a global provider of innovative dispute resolution solutions, today announced its revenues and results for the fourth quarter and fiscal year ended June 30, 2004. Revenues for the fourth quarter of fiscal 2004 decreased 18.1% to $1,034,650 from $1,263,987 for the fourth quarter of fiscal 2003. Net income (loss) was ($160,245) for the fourth quarter of fiscal year 2004 or ($0.02) net loss per common share as compared to net income of $57,218 for the prior year quarterly period or $0.01 net income per common share. Operating income (loss) was ($163,146) for the quarter ended June 30, 2004 as compared to operating income of $44,300 for the prior year quarter ended June 30, 2003. Operating loss and net loss in the fourth fiscal quarter of 2004 included the recognition of a loss on impairment of furniture and equipment in the amount of $85,721. There was no similar item in the prior year period. Revenues for the year ended June 30, 2004 declined by 7.8% to $3,759,372 from $4,078,119 for the year ended June 30, 2003. Net loss increased to ($722,704) for fiscal year 2004 from ($479,511) for fiscal year 2003. Net loss per common share was ($0.09) per share for the current year versus ($0.06) per share for fiscal year 2003. Further, operating loss was ($779,684) for the year ended June 30, 2004 as compared to ($503,737) for the prior year ended June 30, 2003. Roy Israel, President & CEO of clickNsettle.com stated, "We believe our revenue has been adversely affected by the consolidation and turmoil in the insurance industry, which represents a major portion of our clientele. Additionally, insurance companies in general and some, in particular, have changed their claims-settling philosophies. Currently, we perceive that many of the larger insurance companies are taking a harder line with the plaintiff bar. This results in a slow down in the number of cases being submitted to our forum, a trend that continues into fiscal year 2005. In a broader sense, we believe that lawsuits continue to be commenced and that our services should prove to be vital to insurers in their ability to address a growing caseload with reduced costs, but the timing of such may be delayed." In July 2004, the Board of Directors of the Company decided to explore strategic alternatives for the Company in an effort to protect shareholder value. During July and August 2004, the Board of Directors reviewed potential alternatives, including merger candidates, as well as the purchase or privatization of the existing business. Currently, the Board is negotiating the terms of an asset purchase agreement with the present Chief Executive Officer of the Company, Roy Israel, whereby he or companies owned by him, would assume the assets and liabilities of the ADR business of the Company and its future commitments. The Company would retain a minimum of $200,000 in cash in order to effect a merger or a similar transaction with the intent to acquire a different operating business, as well as to cover costs directly associated with the asset purchase including, but not limited to, legal costs, accounting fees, the cost of obtaining a fairness opinion and proxy solicitation. The completion of the transaction is subject to the execution of a definitive asset purchase agreement, the receipt of an opinion from an unrelated third party approved by the Board of Directors stating that the transaction is fair, from a financial point of view, to the unaffiliated shareholders of the Company and shareholder approval. There can be no assurances that the transaction will occur. As a result of continued losses, the use of significant cash in operations and the uncertainty as to the ability to obtain approval for the asset purchase agreement and to thereafter effect a merger or a similar transaction with the intent to acquire a different operating business, the Company's independent auditors have included a going concern paragraph in their report on the June 30, 2004 consolidated financial statements which have been prepared assuming the Company will continue as a going concern. Mr. Israel further stated, "While we remain optimistic about the need for the Company's services, we believe that the unavoidability of the escalating costs associated with being a publicly traded company shortens the timeframe that the company needs in order to realize revenues from its sales and marketing initiatives. Therefore, in looking at alternatives that would be in the best interest of the shareholders, the Board of Directors is strongly considering a merger strategy for the public vehicle." About clickNsettle.com Headquartered in Great Neck, New York, clickNsettle.com, Inc. provides innovative and highly effective dispute resolution services and solutions to entities that seek alternatives to the traditional and often time-consuming and expensive legal process. clickNsettle.com, the parent company of National Arbitration and Mediation (NAM), offers a comprehensive selection of some of the finest lawyers globally, with more than 1,800 top-tier former judges and attorneys worldwide. Additionally, the company has a number of inventions designed to enhance transparency and ensure the integrity of ADR (alternative dispute resolution) initiatives. Although the dispute resolution industry is still relatively young, clickNsettle.com has been recognized nationally as a leader in the field and the NAM brand name is well established within the legal and business communities. The statements contained in the release contain forward-looking statements relating to such matters as anticipated financial performance, business prospects, and similar matters. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. In order to comply with the terms of the safe harbor, the Company notes that a variety of factors could cause the Company's actual results to differ materially from the anticipated results or other expenditures expressed in the Company's forward-looking statements. These factors include changes in the insurance and legal industries; the Company's inability to retain current or new hearing officers; changes in the public court system; and the degree and timing of the market's acceptance of its arbitration and mediation programs and electronic oversight applications. Table to follow clickNsettle.com, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three months ended June 30, Year ended June 30, 2004 2003 2004 2003 ----------- ---------- ----------- ----------- Net revenues $ 1,034,650 $1,263,987 $ 3,759,372 $ 4,078,119 ----------- ---------- ----------- ----------- Operating costs and expenses Cost of services 236,731 353,164 860,325 1,006,562 Sales and marketing expenses 306,291 295,412 1,278,207 1,137,489 General and administrative expenses 569,053 571,111 2,314,803 2,437,805 Loss on impairment of furniture and equipment 85,721 85,721 -- ----------- ---------- ----------- ----------- 1,197,796 1,219,687 4,539,056 4,581,856 ----------- ---------- ----------- ----------- (Loss) income from operations (163,146) 44,300 (779,684) (503,737) Other income Investment income 2,242 9,390 54,298 13,448 Other income 659 3,528 2,682 10,778 ----------- ---------- ----------- ----------- 2,901 12,918 56,980 24,226 ----------- ---------- ----------- ----------- (Loss) income before income taxes (160,245) 57,218 (722,704) (479,511) Income taxes -- -- -- -- ----------- ---------- ----------- ----------- NET (LOSS) INCOME $ (160,245) $ 57,218 $ (722,704) $ (479,511) =========== ========== =========== =========== Net (loss) income per common share - basic and diluted $ (0.02) $ 0.01 $ (0.09) $ (0.06) =========== ========== =========== =========== Weighted-average shares outstanding - basic and diluted 8,449,056 8,449,056 8,449,056 8,449,056 =========== ========== =========== ===========
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