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U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-QSB
|X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended September 30, 2003
|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
Commission File Number: 0-21419
CLICKNSETTLE.COM, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 23-2753988
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
1010 Northern Boulevard
Great Neck, New York 11021
(Address of Principal Executive Offices)
(516) 829-4343
(Issuer's Telephone Number, Including Area Code)
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. As of November 11, 2003, 1,408,176
shares of common stock of the issuer were outstanding.
Transitional small business disclosure format (check one): Yes |_| No|X|
---------------------------------
CLICKNSETTLE.COM, INC.
INDEX
PART I. FINANCIAL INFORMATION Page
----
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets at
September 30, 2003 (unaudited)
and June 30, 2003 3
Consolidated Statements of Operations
for the three month periods ended
September 30, 2003 and 2002 (unaudited) 4
Consolidated Statements of Changes in
Stockholders' Equity and Comprehensive
Loss for the three month periods ended
September 30, 2003 and 2002 (unaudited) 5
Consolidated Statements of Cash Flows
for the three month periods ended
September 30, 2003 and 2002 (unaudited) 6
Notes to Consolidated Financial Statements 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS 9
ITEM 3. CONTROLS AND PROCEDURES 16
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 17
Signatures 19
2
clickNsettle.com, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
September 30, June 30,
2003 2003
------------ -------------
(derived from
audited financial
ASSETS statements)
CURRENT ASSETS
Cash and cash equivalents $ 1,654,478 $ 1,798,786
Marketable securities 283,670 181,063
Accounts receivable (net of allowance for doubtful
accounts of $140,000) 339,562 435,667
Prepaid expenses and other current assets (net of allowance
for doubtful note receivable of $48,848 and $49,148, respectively) 35,026 39,825
------------ ------------
Total current assets 2,312,736 2,455,341
FURNITURE AND EQUIPMENT - AT COST, less accumulated depreciation 128,066 143,824
OTHER ASSETS 42,975 42,975
------------ ------------
$ 2,483,777 $ 2,642,140
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 195,885 $ 277,608
Accrued expenses and other liabilities 279,857 275,428
Accrued payroll and employee benefits 219,512 141,305
Deferred revenues 264,535 268,977
------------ ------------
Total current liabilities 959,789 963,318
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock - $.001 par value; 15,000,000 shares authorized;
1,450,259 shares issued and outstanding 1,450 1,450
Additional paid-in capital 10,111,577 10,111,577
Accumulated deficit (8,505,015) (8,394,247)
Accumulated other comprehensive income (loss) (106) 43,960
Less common stock in treasury at cost, 42,083 shares (83,918) (83,918)
------------ ------------
Total stockholders' equity 1,523,988 1,678,822
------------ ------------
$ 2,483,777 $ 2,642,140
============ ============
The accompanying notes are an integral part of these statements.
3
clickNsettle.com, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three months ended September 30,
2003 2002
----------- -----------
Net revenues $ 987,786 $ 993,359
----------- -----------
Operating costs and expenses
Cost of services 218,407 228,926
Sales and marketing expenses 323,502 308,967
General and administrative expenses 626,419 653,800
----------- -----------
1,168,328 1,191,693
----------- -----------
Loss from operations (180,542) (198,334)
Other income (expenses)
Investment income (loss) 69,196 (12,356)
Other income 578 1,355
----------- -----------
69,774 (11,001)
----------- -----------
Loss before income taxes (110,768) (209,335)
Income taxes -- --
----------- -----------
NET LOSS $ (110,768) $ (209,335)
=========== ===========
Net loss per common share - basic and diluted $ (0.08) $ (0.15)
=========== ===========
Weighted-average shares outstanding - basic and diluted 1,408,176 1,408,176
=========== ===========
The accompanying notes are an integral part of these statements.
4
clickNsettle.com, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY AND
COMPREHENSIVE LOSS
Three months ended September 30, 2003 and 2002 (unaudited)
Common stock Additional
------------ paid-in Accumulated
Shares Amount capital deficit
--------------------------------------------------------
Balances at June 30, 2002 1,450,259 $ 1,450 $10,111,324 ($7,914,736)
Compensation related to stock options 253
Net loss (209,335)
Change in unrealized gain (loss) on marketable securities
Comprehensive loss
------------------------------------------------------
Balances at September 30, 2002 1,450,259 $ 1,450 $10,111,577 ($8,124,071)
======================================================
Balances at June 30, 2003 1,450,259 1,450 10,111,577 (8,394,247)
Net loss (110,768)
Change in unrealized gain (loss) on marketable securities
Comprehensive loss
------------------------------------------------------
Balances at September 30, 2003 1,450,259 $ 1,450 $10,111,577 ($8,505,015)
======================================================
Accumulated
other Common Total Compre-
comprehensive stock in stockholders' hensive
income (loss) treasury equity loss
---------------------------------------------------------
Balances at June 30, 2002 ($ 21,114) ($ 83,918) $ 2,093,006
Compensation related to stock options 253
Net loss (209,335) $(209,335)
Change in unrealized gain (loss) on marketable securities (56,733) (56,733) (56,733)
---------
Comprehensive loss $(266,068)
=========
-----------------------------------------
Balances at September 30, 2002 ($ 77,847) ($ 83,918) $ 1,827,191
=========================================
Balances at June 30, 2003 43,960 (83,918) 1,678,822
Net loss (110,768) $(110,768)
Change in unrealized gain (loss) on marketable securities (44,066) (44,066) (44,066)
---------
Comprehensive loss $(154,834)
=========
-----------------------------------------
Balances at September 30, 2003 ($106) ($ 83,918) $ 1,523,988
=========================================
The accompanying notes are an integral part of these statements.
5
clickNsettle.com, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
Three months ended September 30,
2003 2002
----------- -----------
Cash flows from operating activities
Net loss $ (110,768) $ (209,335)
Adjustments to reconcile net loss to net cash used in operating
activities
Depreciation and amortization 17,770 23,952
(Gains) on sales of marketable securities (66,157) --
Write-down of marketable securities -- 20,119
Advertising in exchange for common stock -- 18,285
Compensation related to stock options -- 253
Recovery from write-down of note receivable (300) --
Changes in operating assets and liabilities
Decrease in accounts receivable 96,105 95,217
Decrease in prepaid expenses and other current assets 5,099 1,935
(Decrease) in accounts payable, accrued expenses and other liabilities (77,294) (149,559)
Increase in accrued payroll and employee benefits 78,207 68,687
(Decrease) increase in deferred revenues (4,442) 828
----------- -----------
Net cash used in operating activities (61,780) (129,618)
----------- -----------
Cash flows from investing activities
Purchases of marketable securities (545,799) (55,440)
Proceeds from sales of marketable securities 465,283 --
Purchases of furniture and equipment (2,012) (1,507)
----------- -----------
Net cash used in investing activities (82,528) (56,947)
----------- -----------
Cash flows from financing activities
----------- -----------
Net cash used in financing activities -- --
----------- -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS (144,308) (186,565)
Cash and cash equivalents at beginning of period 1,798,786 1,917,066
----------- -----------
Cash and cash equivalents at end of period $ 1,654,478 $ 1,730,501
=========== ===========
The accompanying notes are an integral part of these statements.
6
CLICKNSETTLE.COM, INC. and SUBSIDIARIES
Notes to Consolidated Financial Statements
Three months ended September 30, 2003
(Unaudited)
1. The consolidated balance sheet as of September 30, 2003 and the related
consolidated statements of operations for the three month periods ended
September 30, 2003 and 2002 have been prepared by clickNsettle.com, Inc.,
including the accounts of its wholly-owned subsidiaries. In the opinion of
management, all adjustments necessary to present fairly the financial position
as of September 30, 2003 and for all periods presented, consisting of normal
recurring adjustments, have been made. Results of operations for the three month
period ended September 30, 2003 are not necessarily indicative of the operating
results expected for the full year.
These consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes thereto for the year ended June 30,
2003 included in the Company's Annual Report on Form 10-KSB. The accounting
policies used in preparing these consolidated financial statements are the same
as those described in the June 30, 2003 consolidated financial statements.
2. Basic earnings per share are based on the weighted average number of common
shares outstanding without consideration of potential common stock. Diluted
earnings per share are based on the weighted-average number of common and
potential common shares outstanding. The calculation takes into account the
shares that may be issued upon exercise of stock options and warrants, reduced
by the shares that may be repurchased with the funds received from the exercise,
based on the average price during the period. Diluted earnings per share is the
same as basic earnings per share as potential common shares of 1,004,940 and
666,271 at September 30, 2003 and 2002, respectively, would be antidilutive as
the Company incurred net losses for the three month periods ended September 30,
2003 and 2002.
3. The cost of advertising is expensed when the advertising takes place. For
advertising and external public relations costs, the Company incurred $58,096
and $25,861 for the quarters ended September 30, 2003 and 2002. Of such totals,
non-cash advertising charges comprise $0 and $18,285, respectively, for the
first quarter of fiscal years 2004 and 2003. In accordance with the terms of the
August 2000 advertising agreement, as amended, with American Lawyer Media, Inc.,
the Company will purchase $250,000 of advertising subsequent to the initial
two-year term. Such advertising is to be expended from May 2003 through June
2004. During the quarter ended September 30, 2003, the Company incurred $49,015
of advertising expense related to this commitment. The remaining commitment
outstanding as of September 30, 2003 is $178,150.
4. On March 14, 2003, the Company extended its March 1998 purchase plan (the
"Plan"), pursuant to which the number of shares of common stock of the Company
eligible for purchase under the Plan remained at an aggregate of 266,667 shares.
The Plan shall expire on the earlier of all of the shares being purchased or
March 14, 2004, provided, however, that the Plan may be discontinued at any time
by the Company. The Plan may also be extended on a year-to-year basis. There
were no purchases in the three month period ended September 30, 2003, and,
through September 30, 2003, the Company had purchased 42,083 shares under the
Plan for an aggregate cost of $83,918.
5. In December 2002, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 148 "Accounting for Stock-Based
Compensation - Transition and Disclosure, an amendment of FASB Statement No.
123" ("SFAS No. 148"). SFAS No. 148
7
encourages, but does not require, companies to record compensation cost for
stock-based compensation plans at fair value. In addition, SFAS No. 148 provides
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation and amends the
disclosure requirements of Statement of Financial Accounting Standards No. 123
"Accounting for Stock-Based Compensation" ("SFAS No. 123"). SFAS No. 148
requires disclosures in the summary of significant accounting policies in both
annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results.
The Company adopted, effective December 31, 2002, the disclosure provisions of
SFAS No. 148 and continues to account for stock-based compensation using the
intrinsic value method prescribed in Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" and related interpretations.
Accordingly, compensation expense cost is not recognized for options granted to
employees and to members of the board of directors when such options are granted
to board members in their capacity as directors. The following table illustrates
the effect on net loss and loss per share if the Company had applied the fair
value recognition provisions of SFAS No. 123 to stock-based employee
compensation.
Three months ended September 30,
2003 2002
---- ----
Net loss, as reported $(110,768) $(209,335)
Deduct: Total stock-based employee
compensation expense determined under
fair value based method for all awards,
net of related tax effects (40,638) (142,887)
--------- ---------
Proforma net loss $(151,406) $(352,222)
--------- ---------
Net loss per common share:
Basic and diluted - as reported $ (0.08) $ (0.15)
Basic and diluted - pro forma $ (0.11) $ (0.25)
8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
From time to time, including in this quarterly report on Form 10-QSB,
clickNsettle.com, Inc. (formerly NAM Corporation) (the Company, or we) may
publish forward-looking statements relating to such matters as anticipated
financial performance, business prospects, future operations, new products,
research and development activities 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, we note that a
variety of factors could cause our actual results to differ materially from the
anticipated results or other expectations expressed in our forward-looking
statements. The risks and uncertainties that may affect the operations,
performance, development and results of our business include, without
limitation, the following: changes in the insurance and legal industries; our
inability to retain current or new hearing officers; changes in the public court
systems; and the degree and timing of the market's acceptance of our arbitration
and mediation programs and electronic oversight applications and other risks
that are set forth herein.
RISK FACTORS
Our business faces risks. These risks include those described below and
may include additional risks of which we are not currently aware or which we
currently do not believe are material. If any of the events or circumstances
described in the following risks actually occurs, our business, financial
condition or results of operations could be adversely affected. These risks
should be read in conjunction with the other information set forth in this
report.
We have Recent, and Anticipate Continuing, Losses
We have incurred operating losses during the last seven years and through
September 30, 2003. Going forward, we may continue to incur operating losses and
make capital expenditures and, as a result, we will need to generate higher
revenues to achieve and maintain profitability and provide working capital
needed to fund losses. We cannot assure you that we can achieve or sustain
profitability in the future. If revenues grow slower than we anticipate, or if
operating expenses exceed our current expectations and cannot be adjusted
accordingly, our business, the results of our operations and our financial
condition may be materially and adversely affected.
We Depend On Insurance-Related Disputes
The majority of our alternative dispute resolution services, or ADR
services, involve claims that are usually covered by insurance. We resolve many
of these disputes in a matter of hours. Since our revenues are derived primarily
from certain administrative and hourly fees, a high volume of these cases is
required in order for us to generate revenues sufficient to maintain our
operations. Although catastrophic injury, self-insured commercial and employment
initiatives represent a growing percentage of our revenues, there can be no
assurance that we will be able to continue to expand our insurance and
non-insurance-related dispute business, or maintain or increase our current
level of cases. In addition, we cannot assure you that changes in the insurance
industry will not affect our business.
9
Possible Improvements in the Public Court System, Including Use of ADR Services,
May Affect Our Business
The ADR industry, in general, furnishes an alternative to public dispute
mechanisms, principally the local, state and federal court systems. Our
marketing efforts have been based on our belief that there exists a high degree
of dissatisfaction among litigants and their counsel with the public court
system. If the public courts, in the markets we are currently serving or seek to
serve, reduce case backlogs and provide effective settlement mechanisms at no,
or substantially reduced cost to litigants, our business opportunities in such
markets may be significantly reduced. Several public court systems, both on the
federal and state level, including certain federal and state courts located in
New York State, have instituted court coordinated ADR programs. Similar programs
are under consideration in a number of states and may be adopted at any time.
The success of such ADR programs could have a material adverse effect on our
business by diminishing the demand for private ADR services.
The Private ADR Services Business is Highly Competitive
The private ADR business is highly competitive, both on a national and
regional level. Barriers to entry in the ADR business are relatively low, and
new competitors can begin doing business relatively quickly. There are two types
of competitors, not-for-profit and for-profit entities:
o We believe that our largest not-for-profit competitor is the
American Arbitration Association as it has significant market share
in complex commercial cases.
o We believe that our largest for-profit competitor is JAMS.
At this time, we believe that numerous other private ADR firms are
competing with us in the regions we currently serve. Increased competition could
decrease the fees we are able to charge for our services and limit our ability
to obtain qualified hearing officers. This could have a material adverse effect
on our ability to be profitable in the future. Certain competitors may have
greater financial or other capabilities than us. Accordingly, there is no
assurance that we can successfully compete in the present or future marketplace
for ADR services.
We Depend Upon Our Key Personnel
Our success will be largely dependent on the personal efforts of Roy
Israel, our Chief Executive Officer, President and Chairman of the Board of
Directors. Although we have entered into an employment agreement with Mr.
Israel, which expires in 2007, the loss of his services could have a material
adverse effect on our business and prospects. We have obtained "key-man" life
insurance on the life of Mr. Israel. The Company is the sole beneficiary in the
amount of $1 million. Our success is also dependent upon our ability to hire and
retain qualified marketing and other personnel in our offices. We may not be
able to hire or retain such necessary personnel.
10
We Do Not Have Written Contracts with the Majority of Our Clients
We currently rely on our marketing efforts and relationships with
insurance companies, law firms, corporations and municipalities to obtain cases.
We do not have written agreements with the majority of our clients, but we have
instituted the process of obtaining written agreements with our existing clients
and with new clients. We also rely on case referrals from our current clients.
We may not continue to receive our current level of, or an adequate level of,
referrals of cases. If we do not maintain such levels, there could be a material
adverse effect on our business.
We Depend Upon Qualified Hearing Officers
The market for our services depends on a perception by our clients that
our hearing officers are impartial, qualified, and experienced. Our ability to
retain qualified hearing officers in the event that competition increases would
be uncertain. We have mitigated this risk by retaining exclusive hearing
officers. Of the total number of cases heard during the fiscal year ended June
30, 2003, approximately 66% were heard by exclusive hearing officers.
Accordingly, at any time, the remaining hearing officers who are not under
contract with us can refuse to continue to provide their services to us and are
free to render services independently or through competing ADR services. If
qualified hearing officers are unwilling or unable to continue to provide their
services through us for any reason, including possible agreements to provide
their services to our competitors on an exclusive basis, our business and
operations could be materially and adversely affected.
Our Current Stockholders Have the Ability to Exert Significant Control
Our executive officers, directors, and their affiliates beneficially own
625,856 shares or approximately 44.4% of the common stock outstanding based on
1,408,176 shares of common stock outstanding as of November 6, 2003. Of that
number, Mr. Israel beneficially owns 401,713 shares or approximately 28.5% of
the common stock. As a result, these stockholders acting in concert may have
significant influence on votes to elect or remove any or all of our directors
and to control substantially all corporate activities in which we are involved,
including tender offers, mergers, proxy contests or other purchases of common
stock that could give our stockholders the opportunity to realize a premium over
the then prevailing market price for their shares of common stock.
We May Be Unable to Protect Our Proprietary Technology and We May Be Sued for
Infringing on the Rights of Others
Our success depends, in part, upon our ability to protect our proprietary
software technology and operate without infringing upon the rights of others. We
rely on a combination of methods to protect our proprietary intellectual
property, technology and know-how, such as:
trade secret laws copyright law
trademark law patent law
contractual provisions confidentiality agreements
certain technology and security measures
The steps we have taken regarding our proprietary technology, however, may
be insufficient to deter misappropriation.
11
In the systems and software industries, it is common that companies
receive notices from time to time alleging infringement of patents, copyrights
or other intellectual property rights of others. We may from time to time be
notified of claims that we may be infringing upon patents, copyrights or other
intellectual property rights owned by third parties. Companies may pursue claims
against us with respect to the alleged infringement of patents, copyrights or
other intellectual property rights owned by third parties. Although we believe
we have not violated or infringed upon any intellectual property patents and
have taken measures to protect our own rights, there is no assurance that we
will avoid litigation. Litigation may be necessary to protect our intellectual
property rights and trade secrets, to determine the validity of and scope of the
proprietary rights of others or to defend against third party claims of
invalidity. Any litigation could result in substantial costs and diversion of
resources away from the day-to-day operation of our business.
Existing copyright, trademark, patent and trade secret laws afford only
limited protection. Existing laws, in combination with the steps we have taken
to protect our proprietary rights may be inadequate to prevent misappropriation
of our technology or other proprietary rights. Also, such protections do not
preclude competitors from independently developing products with functionality
or features similar or superior to our products and technologies.
Our common stock is no longer listed on The Nasdaq SmallCap Market
On March 5, 2003, The Nasdaq Listing Qualifications Panel delisted our
common stock from The Nasdaq SmallCap Market. Since that date, trading in our
securities has been conducted in the over-the-counter market in the NASD's OTC
Electronic Bulletin Board. As a result, an investor may find it more difficult
to purchase, dispose of and to obtain accurate quotations as to the value of our
securities.
In addition, as the trading price of our common stock has been less than
$5.00 per share, trading in our common stock is also subject to the requirements
of Rule 15g-9 under the Securities Exchange Act of 1934. Under that rule,
broker/dealers who recommend such low-priced securities to persons other than
established customers and accredited investors must satisfy special sales
practice requirements, including (a) a requirement that they make an
individualized written suitability determination for the purchaser and (b)
receive the purchaser's written consent prior to the transaction.
The Securities Enforcement Remedies and Penny Stock Reform Act of 1990
also requires additional disclosure in connection with any trades involving a
stock defined as a penny stock (generally, any equity security not traded on an
exchange or quoted on The Nasdaq SmallCap Market that has a market price of less
than $5.00 per share), including the delivery, prior to any penny stock
transaction, of a disclosure schedule explaining the penny stock market and the
risks associated therewith. Such requirements could severely limit the market
liquidity of our securities and the ability of stockholders to sell their
securities in the secondary market.
GENERAL
We provide alternative dispute resolution services, or ADR services, to
insurance companies, law firms, corporations and municipalities. We focus the
majority of our marketing
12
efforts on developing and expanding relationships with these entities, which we
believe are some of the largest consumers of ADR services. Furthermore, we
believe that there is greater market acceptance and a positive trend relating to
the utilization of ADR services as opposed to the traditional litigation
process. The variety, complexity and volume of cases being submitted for ADR are
illustrative and, we believe, accurate barometers of the integration of ADR into
the legal landscape. Further, we see this trend continuing. We believe that with
our global roster of qualified hearing officers, administrative capabilities,
electronic oversight applications, knowledge of dispute resolution and
reputation within the corporate and legal communities, we are uniquely
positioned to provide a comprehensive total solution to disputing parties
worldwide.
We currently operate from locations in New York and Massachusetts.
Our objective is to become the leading global provider of dispute
resolution services by providing services and technology designed to enhance and
streamline the traditional and often time-consuming and expensive legal process.
We believe we are uniquely positioned within the ADR industry as we offer highly
qualified hearing officers, premium services and innovative solutions designed
to appeal to a client base which has become more sophisticated with the
continuing acceptance and utilization of ADR. We have a patent pending on our
inventions relating to dispute resolution processing and oversight.
Additionally, depending upon market acceptance, we will review the needs of our
current and prospective customers and offer those solutions that we believe will
be of most value to our clients and to our shareholders. We believe that our
marketing efforts going forward will best be directed towards large-scale
applications that benefit from our proprietary electronic infrastructure. As
such, our marketing emphasis will be driven by our unique capabilities as an
administrator. Additionally, the staff presently dedicated to our existing
client base will be charged with growing our business and exploiting our
inherent market advantages. Therefore, our plan is as follows: (1) exploit
potential revenue streams driven by our technological innovations in software,
systems and intellectual property such as (i) the administration of high-volume,
customized dispute resolution programs for large corporations, governmental
bodies, law firms and agencies and (ii) targeting revenue opportunities related
to our various technology-based solutions; (2) build brand recognition of NAM
(National Arbitration and Mediation) as the premier provider of dispute
resolution solutions through our advertising campaign; (3) continue to attract
and retain the services of highly talented, former top-tier judges and attorneys
to act as independent and impartial hearing officers; and (4) broaden the type
and complexity of the dispute resolution cases we administer.
With the recent string of corporate failures and scandals, it is likely
that individuals and groups will seek retribution via a legal outlet. At the
same time, a greater emphasis has been placed on the protection of investors,
employees and other groups as evidenced by many new proposed and adopted
corrective actions and laws. The confluence of the above in conjunction with the
current economic slowdown creates a fertile environment for our services,
particularly those related to oversight applications that can uniquely address
and facilitate many of these areas of concern. Our suite of services enhance
business practices by enabling our clients to better manage their operations
through data driven features and, at the same time, produce cost savings given
the tremendous expense related to traditional litigation versus our quicker,
more efficient dispute resolution solutions.
We have and may continue to incur net losses in the future as a result of
(a) continuing enhancements and other costs associated with our investment in
technology and (b) our advertising expenses. Our advertising campaign commenced
in August 2000 when we signed an agreement with American Lawyer Media, Inc., the
nation's leading legal journalism and information
13
company, to provide $1,000,000 of advertising and promotional opportunities in
their national and regional publications over a two-year period in exchange for
61,474 shares of our common stock (as adjusted for the 1-for-3 reverse stock
split effectuated on August 20, 2001). At the time this advertising was
contracted for, we were promoting our new corporate name, clickNsettle.com, as
well as continuing to promote our established brand name, NAM (National
Arbitration and Mediation). We believe that NAM is a proven and well-respected
brand in the ADR industry. As part of our agreement, as amended, with American
Lawyer Media, Inc., we agreed to purchase an additional $250,000 of advertising.
Such advertising is to be expended from May 2003 through June 2004. However, we
currently anticipate that, at the conclusion of our present campaign, we will
reduce our advertising expenses and we believe our revenues will not be
adversely impacted.
First Quarter Ended September 30, 2003 Compared to First Quarter Ended September
30, 2002
Revenues. Revenues remained at a comparable level with a small decrease of
$5,573 from $993,359 for the quarter ended September 30, 2002 to $987,786 for
the quarter ended September 30, 2003. Likewise, the number of cases heard and
the average dollars earned per hearing were relatively consistent between the
periods. 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 and increased efficiency. We believe our services
will benefit clients as they seek to optimize efficiencies in the litigation
process in order to improve their own financial outlook as, due to low interest
rates, insurers cannot rely on investment income to offset operational and
indemnity expenses. Additionally, plaintiffs benefit from a speedier resolution
of their claims which is of greater importance in difficult economic times.
Cost of Services. Cost of services decreased 4.6% to $218,407 for the
first quarter ended September 30, 2003 from $228,926 for the first quarter ended
September 30, 2002. Additionally, the cost of services as a percentage of
revenues decreased to approximately 22.1% in the first quarter of fiscal year
2004 from 23.0% in the first quarter of fiscal year 2003. The ratio of cost of
services to revenues will fluctuate based on the type of cases administered, the
number of hours per case and our ability (or inability) to take advantage of
volume arrangements with hearing officers which usually lower the cost per case.
Sales and Marketing. Sales and marketing costs increased 4.7% to $323,502
for the first quarter ended September 30, 2003 from $308,967 for the first
quarter ended September 30, 2002. Sales and marketing costs as a percentage of
revenues increased to 32.8% in the first quarter of fiscal year 2004 from 31.1%
in the first quarter of fiscal year 2003. Most of the increase (approximately
$32,200) relates to advertising costs. Our initial agreement with American
Lawyer Media, Inc., which provided us with $1,000,000 of advertising and
promotional opportunities in their national and regional publications over a
two-year period, ended in August 2002. The related non-cash amount expensed for
the quarters ended September 30, 2003 and 2002 was $0 and $18,285, respectively.
As part of our agreement, as amended, with American Lawyer Media, Inc., we
agreed to purchase an additional $250,000 of advertising. Such advertising is to
be expended from May 2003 through June 2004. During the three months ended
September 30, 2003, we incurred $49,015 of advertising expense related to this
commitment. Offsetting this increase was a decrease in salaries and related
costs of approximately $19,900.
General and Administrative. General and administrative costs decreased
4.2% to $626,419 for the first quarter ended September 30, 2003 from $653,800
for the first quarter ended September 30, 2002. Most of the decrease
(approximately $33,100) relates to employee costs and related items (including
benefits, payroll taxes, employee recruitment and
14
outside services), legal and rent expense. Offsetting the above decreases was an
increase in printing expenses totaling approximately $5,100. General and
administrative costs as a percentage of revenues decreased to 63.4% for the
first quarter ended September 30, 2003 from 65.8% for the first quarter ended
September 30, 2002.
Other Income (Expenses). Other income (expenses) changed from an expense
of $11,001 for the first quarter ended September 30, 2002 to income of $69,774
for the first quarter ended September 30, 2003. Other income (expenses) is
composed primarily of investment income and realized gains (losses) generated
from investments. Realized losses (which includes write-downs for other than
temporary declines in the value of marketable securities) was $20,119 in the
first quarter of fiscal year 2003 versus realized gains of $66,157 in the first
quarter of fiscal year 2003, resulting in an improvement of $86,276. As an
offset, net interest income generated primarily from investments in money market
funds declined by $4,724 from $7,763 in the prior year period due to lower
invested balances and due to low interest rates. At September 30, 2003,
approximately 84% of cash equivalents and marketable securities were invested in
money market funds (whose rate of return will fluctuate based on prevailing
interest rates).
Income Taxes. Tax benefits resulting from net losses incurred for the
periods ended September 30, 2003 and 2002 were not recognized as we recorded a
full valuation allowance against the net operating loss carryforwards during the
periods.
Net Loss. For the three months ended September 30, 2003, we had a net loss
of $110,768 as compared to a net loss of $209,335 for the three months ended
September 30, 2002. The loss declined principally due to reductions in cost of
services and administrative expenses and due to improved investment results,
offset by an increase in advertising costs.
Liquidity and Capital Resources
At September 30, 2003, the Company had a working capital surplus of
$1,352,947 compared to $1,492,023 at June 30, 2003. The decrease in working
capital occurred primarily as a result of the loss from operations.
Net cash used in operating activities was $61,780 for the three months
ended September 30, 2003 versus $129,618 in the prior comparable period. Cash
used in operating activities principally declined due to a reduction in the loss
from operations as well as changes in operating liabilities.
Net cash used in investing activities was $82,528 for the three months
ended September 30, 2003 versus $56,947 in the comparable prior period. The
change in cash from investing activities was primarily due to a higher level of
net purchases of marketable securities in the current period.
There were no financing activities during the three months ended September
30, 2003 and 2002.
In accordance with the terms of our August 2000 advertising agreement, as
amended, with American Lawyer Media, Inc., we agreed to purchase an additional
$250,000 of advertising. Such advertising is to be expended from May 2003
through June 2004. During the three months ended September 30, 2003, we incurred
$49,015 of advertising expenses related to this commitment. The remaining
commitment outstanding as of September 30, 2003 is $178,150.
15
We have incurred net losses and had negative cash flow from operations
during the last seven years and through September 30, 2003. Cash and cash
equivalents arising principally from equity transactions have provided
sufficient working capital to fund losses incurred and capital expenditures, as
well as to provide cash to redeem preferred stock outstanding and to purchase
treasury stock. As of September 30, 2003, we had $1,654,478 in aggregate cash
and cash equivalents. We believe that, through the proper use of these existing
funds, from revenue generated from existing and new web-based services and from
further efficiencies achieved by utilizing an enhanced processing system, we
will have sufficient cash to meet our needs over the next twelve months.
Controls and Procedures
Our disclosure controls and procedures are designed to ensure that
material information relating to the Company are made known to our Chief
Executive Officer ("CEO"), Chief Financial Officer ("CFO") and others in the
Company involved in the preparation of this quarterly report, by others within
the Company. Our CEO and CFO have reviewed our disclosure controls and
procedures within 90 days prior to the filing of this quarterly report and have
concluded that they are effective. There were no significant changes in our
internal controls or other factors that could significantly affect our internal
controls subsequent to the last date they were reviewed by our CEO and CFO.
16
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
Not applicable.
Item 2. Changes in Securities and Use of Proceeds.
Not applicable.
Item 3. Defaults upon Senior Securities.
Not applicable.
Item 4. Submission of matters to a Vote of Security Holders.
Not applicable,
Item 5. Other information.
Not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
Exhibit
Number Description of Document
------ -----------------------
3.1 Certificate of Incorporation, as amended (1)
3.1 (b) Certificate of Designation of Series A Exchangeable Preferred Stock
(5)
3.1 (c) Certificate of Correction of Certificate of Designation of Series A
Exchangeable Preferred Stock (6)
3.1 (d) Certificate of Amendment of Certificate of Incorporation (8)
3.1 (e) Certificate of Amendment of Certificate of Incorporation, as amended
(11)
3.2 By-Laws of the Company, as amended (3)
4.1 Stock Purchase Agreement dated May 10, 2000 (7)
4.2 Stock Purchase Warrant dated May 10, 2000 (7)
10.1 1996 Stock Option Plan, amended and restated (3)
10.2 Employment Agreement between Company and Roy Israel effective July
1, 2002 (12)
10.5 Employment Agreement between Company and Patricia Giuliani-Rheaume
(2)
10.7 Lease Agreement for Great Neck, New York facility (1)
10.7.1 Amendment to Lease Agreement for Great Neck, New York facility (4)
10.7.2 Third Amendment to Lease Agreement for Great Neck, New York facility
(10)
10.8 Exchangeable Preferred Stock and Warrants Purchase Agreement (5)
10.9 Preferred Stock Registration Rights Agreement (5)
10.11 Private Equity Line of Credit Agreement between Moldbury Holdings
and Company (5)
10.12 Private Equity Line of Credit Registration Rights Agreement (5)
10.13 Stock Purchase Warrant for Moldbury Holdings Limited (5)
10.14 Advertising Agreement dated August 11, 2000 (9)
10.14.1 Amendment to Advertising Agreement dated August 11, 2000 (13)
10.15 Employment Agreement between Company and Alan Littman (13)
31.1 Rule 13a-14(a)/15d-14(a) Certification (CEO)**
31.2 Rule 13a-14(a)/15d-14(a) Certification (CFO)**
17
32.1 Section 1350 Certification (CEO)**
32.2 Section 1350 Certification (CFO)**
---------------
(1) Incorporated herein in its entirety by reference to the Company's
Registration Statement on Form SB-2, Registration No. 333-9493, as filed
with the Securities and Exchange Commission on August 2, 1996.
(2) Incorporated herein in its entirety by reference to the Company's 1997
Annual Report on Form 10-KSB.
(3) Incorporated herein in its entirety by reference to the Company's 1998
Annual Report on Form 10-KSB.
(4) Incorporated herein in its entirety by reference to the Company's 1999
Annual Report on Form 10-KSB.
(5) Incorporated herein in its entirety by reference to the Company's SB-2
filed on March 28, 2000.
(6) Incorporated herein in its entirety by reference to the Company's SB-2A
filed on April 21, 2000.
(7) Incorporated herein in its entirety by reference to the Company's Form 8-K
filed on May 17, 2000.
(8) Incorporated herein in its entirety by reference to the Company's Form 8-K
filed on June 21, 2000.
(9) Incorporated herein in its entirety by reference to the Company's Form 8-K
filed on August 24, 2000.
(10) Incorporated herein in its entirety by reference to the Company's 2000
Annual Report on Form 10-KSB.
(11) Incorporated herein in its entirety by reference to the Company's 2001
Annual Report on Form 10-KSB.
(12) Incorporated herein in its entirety by reference to the Company's 2002
Annual Report on Form 10-KSB.
(13) Incorporated herein in its entirety by reference to the Company's 2003
Annual Report on Form 10-KSB.
** Filed herewith.
(b) Reports on Form 8-K.
Form 8-K was filed on September 25, 2003 by the Company to announce its
revenues and results for the fourth quarter and year ended June 30, 2003
18
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CLICKNSETTLE.COM, INC.
Date: November 11, 2003 By: /s/ Roy Israel
----------------------------------
Roy Israel, President and CEO
Date: November 11, 2003 By: /s/ Patricia A. Giuliani-Rheaume
----------------------------------
Patricia A. Giuliani-Rheaume, Vice
President, Treasurer and CFO
19