U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
|X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended December 31, 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 February 6, 2004, 8,449,056
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
December 31, 2003 (unaudited)
and June 30, 2003 3
Consolidated Statements of Operations
for the six month periods ended
December 31, 2003 and 2002 (unaudited) 4
Consolidated Statements of Changes in
Stockholders' Equity and Comprehensive
Loss for the six month periods ended
December 31, 2003 and 2002 (unaudited) 5
Consolidated Statements of Cash Flows
for the six month periods ended
December 31, 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 10
ITEM 3. CONTROLS AND PROCEDURES 18
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 19
Item 2. Changes in Securities and Use of Proceeds 19
Item 4. Submission of Matters to a Vote of Security Holders 19
Item 6. Exhibits and Reports on Form 8-K 20
Signatures 22
2
clickNsettle.com, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
December 31, June 30,
2003 2003
------------ ------------
(derived from
audited financial
ASSETS statements)
CURRENT ASSETS
Cash and cash equivalents $ 1,220,891 $ 1,798,786
Marketable securities 347,812 181,063
Accounts receivable (net of allowance for doubtful
accounts of $140,000) 258,985 435,667
Other receivables 18,740
Prepaid expenses and other current assets (net of allowance
for doubtful note receivable of $48,848 and $49,148, respectively) 84,223 39,825
------------ ------------
Total current assets 1,930,651 2,455,341
FURNITURE AND EQUIPMENT - AT COST, less accumulated depreciation 119,024 143,824
OTHER ASSETS 42,975 42,975
------------ ------------
$ 2,092,650 $ 2,642,140
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 178,683 $ 277,608
Accrued expenses and other liabilities 277,840 275,428
Accrued payroll and employee benefits 97,666 141,305
Deferred revenues 198,956 268,977
------------ ------------
Total current liabilities 753,145 963,318
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock - $.001 par value; 25,000,000 shares authorized;
8,701,554 shares issued and outstanding 8,702 8,702
Additional paid-in capital 10,104,325 10,104,325
Accumulated deficit (8,744,603) (8,394,247)
Accumulated other comprehensive income 54,999 43,960
Less common stock in treasury at cost, 252,498 (83,918) (83,918)
------------ ------------
Total stockholders' equity 1,339,505 1,678,822
------------ ------------
$ 2,092,650 $ 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 December 31, Six months ended December 31,
2003 2002 2003 2002
----------- ----------- ----------- -----------
Net revenues $ 927,068 $ 961,839 $ 1,914,854 $ 1,955,198
----------- ----------- ----------- -----------
Operating costs and expenses
Cost of services 225,876 229,603 444,283 458,529
Sales and marketing expenses 325,161 278,563 648,663 587,530
General and administrative expenses 607,760 586,005 1,234,179 1,239,805
----------- ----------- ----------- -----------
1,158,797 1,094,171 2,327,125 2,285,864
----------- ----------- ----------- -----------
Loss from operations (231,729) (132,332) (412,271) (330,666)
Other income (expenses)
Investment (loss) income (8,717) 15,835 60,479 3,479
Other income 858 2,128 1,436 3,483
----------- ----------- ----------- -----------
(7,859) 17,963 61,915 6,962
----------- ----------- ----------- -----------
Loss before income taxes (239,588) (114,369) (350,356) (323,704)
Income taxes -- -- -- --
----------- ----------- ----------- -----------
NET LOSS $ (239,588) $ (114,369) $ (350,356) $ (323,704)
=========== =========== =========== ===========
Net loss per common share - basic and diluted $ (0.03) $ (0.01) $ (0.04) $ (0.04)
=========== =========== =========== ===========
Weighted-average shares outstanding - basic and diluted 8,449,056 8,449,056 8,449,056 8,449,056
=========== =========== =========== ===========
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
Six months ended December 31, 2003 and 2002 (unaudited)
Accumulated
Common stock Additional other Common Total Compre-
------------ paid-in Accumulated comprehensive stock in stockholders' hensive
Shares Amount capital deficit income (loss) treasury equity loss
----------------------------------------------------------------------------------------------------
Balances at June 30, 2002 1,450,259 $1,450 $10,111,324 ($7,914,736) ($21,114) ($83,918) $2,093,006
Compensation related to
stock options 253 253
Net loss (323,704) (323,704) $ (323,704)
Change in unrealized gain
(loss) on marketable
securities (3,547) (3,547) (3,547)
----------
Comprehensive loss $ (327,251)
==========
--------------------------------------------------------------------------------------
Balances at December 31, 2002 1,450,259 $1,450 $10,111,577 ($8,238,440) ($24,661) ($83,918) $1,766,008
======================================================================================
Balances at June 30, 2003 1,450,259 1,450 10,111,577 (8,394,247) 43,960 (83,918) 1,678,822
Six-for-one forward stock
split effectuated on
December 22, 2003 7,251,295 7,252 (7,252)
--------------------------------------------------------------------------------------
8,701,554 8,702 10,104,325 (8,394,247) 43,960 (83,918) 1,678,822
Net loss (350,356) (350,356) $ (350,356)
Change in unrealized gain
(loss) on marketable
securities 11,039 11,039 11,039
----------
Comprehensive loss $ (339,317)
==========
--------------------------------------------------------------------------------------
Balances at December 31, 2003 8,701,554 8,702 10,104,325 (8,744,603) 54,999 (83,918) 1,339,505
======================================================================================
The accompanying notes are an integral part of these statements.
5
clickNsettle.com, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
Six months ended December 31,
2003 2002
----------- -----------
Cash flows from operating activities
Net loss $ (350,356) $ (323,704)
Adjustments to reconcile net loss to net cash used in operating
activities
Depreciation and amortization 35,824 46,466
(Gains) on sales of marketable securities (54,683) (33,843)
Write-down of marketable securities -- 44,477
Advertising in exchange for common stock -- 18,285
Compensation related to stock options -- 253
Provision for write-down of note receivable 20,500
Recovery from write-down of note receivable (300) --
Changes in operating assets and liabilities
Decrease in accounts receivable 176,682 89,096
(Increase) in prepaid expenses and other current assets (44,098) (58,897)
(Decrease) in accounts payable, accrued expenses and other liabilities (96,513) (80,854)
(Decrease) increase in accrued payroll and employee benefits (43,639) 57,294
(Decrease) in deferred revenues (70,021) (30,733)
----------- -----------
Net cash used in operating activities (447,104) (251,660)
----------- -----------
Cash flows from investing activities
Purchases of marketable securities (725,289) (113,805)
Proceeds from sales of marketable securities 624,262 138,301
Increase in receivable for securities sold (18,740)
Purchases of furniture and equipment (11,024) (10,780)
----------- -----------
Net cash (used in) provided by investing activities (130,791) 13,716
----------- -----------
Cash flows from financing activities
----------- -----------
Net cash used in financing activities -- --
----------- -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS (577,895) (237,944)
Cash and cash equivalents at beginning of period 1,798,786 1,917,066
----------- -----------
Cash and cash equivalents at end of period $ 1,220,891 $ 1,679,122
=========== ===========
The accompanying notes are an integral part of these statements.
6
CLICKNSETTLE.COM, INC. and SUBSIDIARIES
Notes to Consolidated Financial Statements
Six months ended December 31, 2003
(Unaudited)
1. The consolidated balance sheet as of December 31, 2003 and the related
consolidated statements of operations for the three and six month periods ended
December 31, 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 December 31, 2003 and for all periods presented, consisting of normal
recurring adjustments, have been made. Results of operations for the three and
six month periods ended December 31, 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. On December 22, 2003, the Company effected a 6-for-1 forward stock split. All
references to number of shares and per share data in the consolidated financial
statements and accompanying notes have been restated. The par value of the
common stock remained unchanged at $.001 per share.
3. 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 5,800,892 and
3,859,620 at December 31, 2003 and 2002, respectively, would be antidilutive as
the Company incurred net losses for the three and six month periods ended
December 31, 2003 and 2002.
4. The cost of advertising is expensed when the advertising takes place. For
advertising and external public relations costs, the Company incurred $45,512
and $8,106 for the quarters ended December 31, 2003 and 2002, respectively, and
$103,608 and $33,967 for the six month periods ended December 31, 2003 and 2002,
respectively. Of such totals, non-cash advertising charges comprised $18,285 for
the six-month period ended December 31, 2002. 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
September 2004. During the quarter and six months ended December 31, 2003, the
Company incurred $43,265 and $92,280 respectively, of advertising expense
related to this commitment. The remaining commitment outstanding as of December
31, 2003 is $134,885.
5. 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 1,600,002
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
7
purchases in the six-month period ended December 31, 2003, and, through December
31, 2003, the Company had purchased 252,498 shares under the Plan for an
aggregate cost of $83,918.
6. The components of comprehensive loss are as follows:
Three months ended December 31,
2003 2002
---- ----
Net loss $(239,588) $(114,369)
Change in unrealized gain (loss)
on marketable securities 55,105 53,186
--------- ---------
Comprehensive loss $(184,483) $ (61,183)
--------- ---------
Six months ended December 31,
2003 2002
---- ----
Net loss $(350,356) $(323,704)
Change in unrealized gain (loss)
on marketable securities 11,039 (3,547)
--------- ---------
Comprehensive loss $(339,317) $(327,251)
--------- ---------
7. 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 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 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. During the six-month periods
ended December 31, 2003 and 2002, the Company granted 240,000 and 0 options,
respectively. The fair value of each option grant is estimated on the date of
grant using the Black-Scholes option-pricing model with the following
weighted-average assumptions for the six-month period ended December 31, 2003: a
dividend yield of zero; a risk-free interest rate of 1.96%; an expected term of
3 years; an expected stock price volatility of 124.7%; and a forfeiture rate of
15%. 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.
8
Three months ended December 31,
2003 2002
---- ----
Net loss, as reported $(239,588) $(114,369)
Deduct: Total stock-based employee
compensation expense determined under
fair value based method for all awards,
net of related tax effects (41,010) (109,529)
--------- ---------
Proforma net loss $(280,598) $(223,898)
--------- ---------
Net loss per common share:
Basic and diluted - as reported $ (0.03) $ (0.01)
Basic and diluted - pro forma $ (0.03) $ (0.03)
Six months ended December 31,
2003 2002
---- ----
Net loss, as reported $(350,356) $(323,704)
Deduct: Total stock-based employee
compensation expense determined under
fair value based method for all awards,
net of related tax effects (81,648) (252,415)
--------- ---------
Proforma net loss $(432,004) $(576,119)
--------- ---------
Net loss per common share:
Basic and diluted - as reported $ (0.04) $ (0.04)
Basic and diluted - pro forma $ (0.05) $ (0.07)
9
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 December 31, 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 ("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.
10
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 at a 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 into 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.
11
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 3,755,136 shares or approximately 44.4% of the common stock outstanding
based on 8,449,056 shares of common stock outstanding as of February 6, 2004. Of
that number, Mr. Israel beneficially owns 2,410,278 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
12
The steps we have taken regarding our proprietary technology,
however, may be insufficient to deter misappropriation.
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 the 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.
13
GENERAL
We provide ADR services to insurance companies, law firms,
corporations and municipalities. We focus the majority of our marketing 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 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 over
broad geographic areas.
We currently operate from locations in New York and Massachusetts.
Our objective is to become the leading 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 National Arbitration and Mediation
(NAM) 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.
In our current environment, corporate governance, integrity of
process and transparency have taken center stage in how corporations,
municipalities and other entities are to conduct operations. Our suite of
services, particularly those related to oversight applications, can 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) marketing 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 company, to
14
provide $1,000,000 of advertising and promotional opportunities in their
national and regional publications over a two-year period in exchange for
368,844 shares of our common stock (as adjusted for the 1-for-3 reverse stock
split effectuated on August 20, 2001 and as adjusted for the 6-for-1 forward
stock split effectuated on December 22, 2003). 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, National Arbitration
and Mediation (NAM). We believe that National Arbitration and Mediation (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 September 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.
Second Quarter Ended December 31, 2003 Compared to Second Quarter Ended December
31, 2002
Revenues. Revenues remained at a comparable level with a decrease of
$34,771 from $961,839 for the quarter ended December 31, 2002 to $927,068 for
the quarter ended December 31, 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 ADR services
should prove to be vital to insurers in their ability to address a growing
caseload with reduced costs and increased efficiency. We believe ADR 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 1.6% to $225,876 for
the second quarter ended December 31, 2003 from $229,603 for the second quarter
ended December 31, 2002. Additionally, the cost of services as a percentage of
revenues remained stable at 24% for both quarterly periods. 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 16.7% to
$325,161 for the second quarter ended December 31, 2003 from $278,563 for the
second quarter ended December 31, 2002. Sales and marketing costs as a
percentage of revenues increased to 35.1% in the second quarter of fiscal year
2004 from 29.0% in the second quarter of fiscal year 2003. Most of the increase
(approximately $37,400) relates to advertising costs. Our initial agreement with
American Lawyer Media, Inc., which provided us with $1,000,000 worth of
advertising and promotional opportunities in their national and regional
publications over a two-year period, ended in August 2002. As part of our
agreement, as amended, with American Lawyer Media, Inc., we agreed to purchase
an additional $250,000 worth of advertising. Such advertising is to be expended
from May 2003 through September 2004. During the three months ended December 31,
2003, we incurred $43,265 of advertising expense related to this commitment.
Additionally, travel, entertainment and promotions increased by approximately
$10,900 as our marketing efforts have been concentrated on demonstrating our
complete line of services to new and existing clients as we believe there exists
great potential to expand these relationships.
General and Administrative. General and administrative costs
increased 3.7% to $607,760 for the second quarter ended December 31, 2003 from
$586,005 for the second
15
quarter ended December 31, 2002. Most of the increase (approximately $65,600)
relates to employee costs and related items (including benefits, payroll taxes,
outside services and auto expense), contributions, taxes and legal expenses.
Offsetting the above increases was a decrease in printing, depreciation, dues,
postage, costs associated with being a NASDAQ listed company and rental expenses
totaling approximately $43,300. General and administrative costs as a percentage
of revenues increased to 65.6% for the second quarter ended December 31, 2003
from 60.9% for the second quarter ended December 31, 2002.
Other Income (Expenses). Other income (expenses) changed to an
expense of $7,859 for the second quarter ended December 31, 2003 from income of
$17,963 for the second quarter ended December 31, 2002. Other income (expenses)
is composed primarily of investment income and realized gains (losses) generated
from investments. Realized gains (losses) (which includes write-downs for other
than temporary declines in the value of marketable securities) was ($11,475) in
the second quarter of fiscal year 2004 versus realized gains of $9,485 in the
second quarter of fiscal year 2003, resulting in a decline of $20,960.
Additionally, net interest income generated primarily from investments in money
market funds declined by $3,593 from $6,350 in the prior year period due to
lower invested balances and interest rates as compared to the prior period.
Income Taxes. Tax benefits resulting from net losses incurred for
the periods ended December 31, 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 December 31, 2003, we had a net
loss of $239,588 as compared to a net loss of $114,369 for the three months
ended December 31, 2002. The loss increased principally due to higher
advertising costs and administrative expenses as well as lower net investment
results.
Six months Ended December 31, 2003 Compared to Six months Ended December 31,
2002
Revenues. Revenues remained at a comparable level with a decrease of
$40,344 from $1,955,198 for the six months ended December 31, 2002 to $1,914,854
for the six months ended December 31, 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 ADR
services should prove to be vital to insurers in their ability to address a
growing caseload with reduced costs and increased efficiency. We believe ADR
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 3.1% to $444,283 for
the six months ended December 31, 2003 from $458,529 for the six months ended
December 31, 2002. Additionally, the cost of services as a percentage of
revenues remained stable at 23% for both six-month periods. 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 10.4% to
$648,663 for the six months ended December 31, 2003 from $587,530 for the six
months ended December 31, 2002. Sales and marketing costs as a percentage of
revenues increased to 33.9%
16
in the first six months of fiscal year 2004 from 30.0% in the first six months
of fiscal year 2003. Most of the increase (approximately $69,600) relates to
advertising costs. Our initial agreement with American Lawyer Media, Inc., which
provided us with $1,000,000 worth 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 six months ended
December 31, 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 worth of advertising. Such advertising is to be expended
from May 2003 through September 2004. During the six months ended December 31,
2003, we incurred $92,280 of advertising expense related to this commitment.
Additionally, travel, entertainment and promotions increased by approximately
$13,100 as our marketing efforts have been concentrated on demonstrating our
complete line of services to new and existing clients as we believe there exists
great potential to expand these relationships. Offsetting these increases was a
decrease in salaries and related costs of approximately $21,600.
General and Administrative. General and administrative costs
decreased 0.5% to $1,234,179 for the six months ended December 31, 2003 from
$1,239,805 for the six months ended December 31, 2002. Most of the decrease
(approximately $59,000) relates to lower costs for printing, depreciation, dues,
postage, costs associated with being a NASDAQ listed company and rental
expenses. Offsetting the above decreases was an increase in employee costs and
related items (including benefits, payroll taxes, outside services and auto
expense), contributions and taxes, totaling approximately $52,800. General and
administrative costs as a percentage of revenues increased to 64.5% for the six
months ended December 31, 2003 from 63.4% for the six months ended December 31,
2002.
Other Income. Other income increased from $6,962 for the six months
ended December 31, 2002 to $61,915 for the six months ended December 31, 2003.
Other income 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
($10,634) in the first six months of fiscal year 2003 versus realized gains of
$54,683 in the first six months of fiscal year 2004, resulting in an improvement
of $65,317. As an offset, net interest income generated primarily from
investments in money market funds declined by $8,317 from $14,114 in the prior
year period due to lower invested balances and interest rates as compared to the
prior period.
Income Taxes. Tax benefits resulting from net losses incurred for
the six month periods ended December 31, 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 six months ended December 31, 2003, we had a net
loss of $350,356 as compared to a net loss of $323,704 for the six months ended
December 31, 2002. The loss increased principally due to higher advertising
expenses, offset by improved investment results.
Liquidity and Capital Resources
At December 31, 2003, the Company had a working capital surplus of
$1,177,506 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 $447,104 for the six
months ended December 31, 2003 versus $251,660 in the prior comparable period.
Cash used in operating
17
activities principally increased due to a slightly higher net loss as well as
changes in operating liabilities.
Net cash used in investing activities was $130,791 for the six
months ended December 31, 2003 versus net cash provided by investing activities
of $13,716 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 six months ended
December 31, 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 worth of advertising. Such advertising is to be expended
from May 2003 through September 2004. During the six months ended December 31,
2003, we incurred $92,280 of advertising expenses related to this commitment.
The remaining commitment outstanding as of December 31, 2003 is $134,885.
We have incurred net losses and had negative cash flow from
operations during the last seven years and through December 31, 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 December 31, 2003, we had $1,568,703 in aggregate cash,
cash equivalents and marketable securities. 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.
18
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
We are a party to legal matters arising in the general conduct of
business. The ultimate outcome of such matters is not expected to
have a material adverse effect on the results of operations or
financial position.
Item 2. Changes in Securities and Use of Proceeds.
On December 22, 2003, the Company effectuated a 6-for-1 forward
stock split. All references to number of shares and per share data
in the consolidated financial statements and accompanying notes have
been restated. The par value of the common stock remained unchanged
at $.001 per share.
Item 4. Submission of Matters to a Vote of Security Holders.
On December 12, 2003, we held our annual meeting of shareholders. At
the meeting, the shareholders voted on four proposals. The following
represents the results of the voting, both in person and by proxy:
1. Election of Directors:
Roy Israel 990,104 votes for;
0 votes against; 156,281 votes withheld.
Anthony J. Mercorella 990,070 votes for;
0 votes against; 156,315 votes withheld.
Kenneth G. Geraghty 990,104 votes for;
0 votes against; 156,281 votes withheld.
Robert M. Silverson, Jr. 990,070 votes for;
0 votes against; 156,315 votes withheld.
Willem F. Specht 990,070 votes for;
0 votes against; 156,315 votes withheld.
Corey J. Gottlieb 990,070 votes for;
0 votes against; 156,315 votes withheld.
Randy Gerstenblatt 990,070 votes for;
0 votes against; 156,315 votes withheld.
2. For ratification of appointment of Grant Thornton LLP as our
independent accountants for fiscal year 2004:
1,084,518 votes for;
61,867 votes against; 0 abstentions
3. For approval of the amendment to the Company's Certificate of
Incorporation authorizing the Board of Directors to increase the
authorized common stock, par value $.001 per share, of the Company
from 15,000,000 shares to 25,000,000
19
shares and to effect a 6-for-1 forward stock split of the
outstanding shares of the Company's common stock:
984,104 votes for;
162,281 votes against; 0 abstentions
4. For approval of the amendment to the Amended and Restated 1996
Incentive and Nonqualified Stock Option Plan to increase the number
of shares of common stock available for grant:
582,957 votes for;
170,133 votes against;
3,666 abstentions; 389,629 not voted
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)
3.1 (f) Certificate of Amendment of Certificate of Incorporation, second
amendment**
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)
4.3 Exchangeable Preferred Stock and Warrants Purchase Agreement (5)
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)
10.14 Advertising Agreement dated August 11, 2000 (9)
10.14.1 Amendment to Advertising Agreement dated August 11, 2000 (13)
10.14.2 Second amendment to Advertising Agreement dated August 11, 2000**
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)**
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.
20
(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 November 14, 2003 by the Company to announce
its revenues and results for the first fiscal quarter ended
September 30, 2003
21
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: February 10, 2004 By: /s/ Roy Israel
-------------------------------
Roy Israel, President and CEO
Date: February 10, 2004 By: /s/ Patricia A. Giuliani-Rheaume
--------------------------------
Patricia A. Giuliani-Rheaume, Vice
President, Treasurer and CFO
22