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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
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HOMESTORE.COM, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 000-26659 95-4438337
(State or Other Jurisdiction
of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification No.)
30700 Russell Ranch Road
Westlake Village, California 91362
(805) 557-2300
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
Securities Registered Pursuant to Section 12(b) of the Act:
None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, par value $.001 per share
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [_]
Aggregate market value of voting stock held by non-
affiliates of the registrant as of February 28, 2001...... $2,050,176,207
Number of shares of common stock outstanding as of February
28, 2001.................................................. 106,971,997
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DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part III of this Annual Report, to the extent
not set forth herein, is incorporated herein by reference from the
registrant's definitive proxy statement relating to the annual meeting of
stockholders to be held on May 10, 2001.
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Homestore.com, Inc.
Form 10-K
For the Fiscal Year Ended December 31, 2000
Index
Page
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PART I
Item 1. Business............................................................................... 1
Item 2. Properties............................................................................. 25
Item 3. Legal Proceedings...................................................................... 25
Item 4. Submission of Matters to a Vote of Security Holders.................................... 25
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.................. 26
Item 6. Selected Financial Data................................................................ 27
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.. 29
Item 7A. Quantitative and Qualitative Disclosures About Market Risk............................. 41
Item 8. Financial Statements and Supplementary Data............................................ 42
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure... 93
PART III
Item 10. Directors and Executive Officers of the Registrant..................................... 93
Item 11. Executive Compensation................................................................. 93
Item 12. Security Ownership of Certain Beneficial Owners and Management......................... 93
Item 13. Certain Relationships and Related Transactions......................................... 93
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 10-K....................... 99
SIGNATURES...................................................................................... 102
PART I
ITEM 1. BUSINESS
This Annual Report on Form 10-K and the documents incorporated herein by
reference contain forward-looking statements based on current expectations,
estimates and projections about the Company's industry, management's beliefs
and certain assumptions made by management. Words such as "believes,"
"anticipates," "estimates," "expects," "projections," "may," "potential,"
"plan," "continue"and words of similar import, constitute "forward-looking
statements." The forward-looking statements contained in this Form 10-K
involve known and unknown risks, uncertainties and other factors that may
cause our or our industry's actual results, level of activity, performance or
achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by these
statements. These factors include those listed under the "Risk Factors"
section contained in this Item 1 and elsewhere in this Form 10-K, and the
other documents we file with the Securities and Exchange Commission, or SEC,
including our most recent reports on Form 8-K and Form 10-Q, and amendments
thereto. See also "Management's Discussion and Analysis of Financial Condition
and Results of Operations-Forward-Looking Statements." Although we believe
that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity,
performance or achievements. You should not place undue reliance on these
forward-looking statements.
Overview
Homestore.com, Inc., or Homestore.com or Homestore, has created an online
marketplace that is the leading destination on the Internet for home and real
estate-related information, products and services, based on the number of
visitors, time spent on the web sites and number of property listings. Through
our family of web sites, Homestore provides a wide variety of information and
tools for consumers, and is the leading supplier of online media and
technology solutions for real estate industry professionals, advertisers and
providers of home and real estate-related products and services. To provide
consumers with real estate listings, access to real estate professionals and
other home and real estate-related information and resources, we have
established relationships with key industry participants. These participants
include real estate market leaders such as the National Association of
REALTORS(R), or the NAR, the National Association of Home Builders, or the
NAHB, the largest Multiple Listing Services, or MLSs, the NAHB Remodelors
Council, the National Association of the Remodeling Industry(R), or NARI, the
American Institute of Architects, or AIA, the Manufactured Housing Institute,
or MHI, real estate franchises, brokers, builders and agents. We also have
distribution agreements with a number of leading Internet portal web sites.
Homestore.com(TM), REALTOR.com(R), HomeBuilder.com(TM),
SpringStreet.com(TM), Move.com(TM), Rent Net(TM), and iMove.com(TM) are our
trademarks or are exclusively licensed to us. This Form 10-K contains
trademarks of other companies and organizations. "REALTOR(R)" is a registered
collective membership mark which may be used only by real estate professionals
who are members of the NAR and subscribe to its code of ethics.
We were incorporated in the State of Delaware in 1993 under the name of
InfoTouch Corporation, or InfoTouch. In February 1999, we changed our
corporate name to Homestore.com, Inc. See also the overview described in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" for further background on our history.
The Real Estate Industry
The home and real estate industry accounts for approximately 15% of the
gross domestic product of the United States and is therefore one of the
largest sectors of the economy. The real estate industry is commonly divided
into the residential and commercial sectors. The residential sector includes
the purchase, sale, rental, relocation, remodeling home product purchases and
new construction of homes and represents approximately $1.9 trillion per year.
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The Residential Real Estate Market
Buying a home is the largest financial decision, and represents one of the
most difficult and complex processes, most consumers will ever undertake. The
process of finding a home begins a lifelong cycle which most consumers will
move through once every seven to eleven years. This cycle tracks major life
events such as employment, marriage, children and retirement.
A significant portion of the United States economy has evolved around
helping consumers as they navigate through this home and real estate cycle. An
enormous network of support services and products exists to assist consumers
in finding a home, building a home, renting or buying a home, moving,
maintaining and improving a home and selling a home.
Find a Home. The following real estate professionals and organizations
assist consumers in finding a property:
. Real Estate Agents. Real estate agents are independent contractors that
are licensed to negotiate and transact the sale of real estate on behalf
of prospective buyers and sellers. The Association of Real Estate
License Law Officials estimates the number of individuals certified to
practice real estate is approximately 2.0 million. Consumers spend in
excess of $50 billion annually for assistance with the finding, buying
and selling of residential property.
. Real Estate Brokers. Real estate brokers are paid a commission to bring
buyers and sellers together and assist in negotiating contracts. Real
estate brokers often have their own independent offices and may employ
other licensed real estate agents. There are over 140,000 real estate
brokers in the United States.
. Residential Franchisers. There are six major residential franchisers in
the United States: Century 21, Coldwell Banker and ERA, which
collectively comprise the Cendant franchise; RE/MAX; Prudential; and
GMAC Home Services. These franchisers together represent thousands of
independently owned and operated real estate offices and hundreds of
thousands of real estate professionals in the United States.
. Multiple Listing Services. MLSs operate proprietary networks that
provide real estate professionals with listings of properties for sale,
and are regulated by a governing body of local brokers and/or agents.
There are approximately 800 MLSs nationwide that aggregate local
property listings by geographic location.
. National Association of REALTORS(R). The NAR is the largest trade
association in the United States that represents real estate
professionals. The NAR consists of residential and commercial
REALTORS(R), including brokers, agents, property managers, appraisers,
counselors and others engaged in all aspects of the real estate
industry. The NAR has approximately 758,000 members.
Build a Home. In addition to the real estate professionals and organizations
involved in finding a home, the new home market is also served by a large
group of dedicated professionals including:
. Home Builders. New homes are built primarily by a limited number of
national home builders and a much larger number of local volume and
custom builders. In 2000, over 900,000 new homes were sold, generating
over $184 billion in sales.
. National Association of Home Builders. The NAHB is the second largest
real estate trade association in the United States. As of December 31,
2000, the NAHB's members included approximately 203,000 firms.
Approximately one-third of the NAHB's members are home builders and/or
remodelers, and the remainder work in closely related fields within the
residential real estate industry, such as mortgage, finance, building
products, and building services including subcontractors.
. Manufactured Housing Institute. The MHI is a nonprofit national trade
association representing all segments of the manufactured housing
industry, including manufactured home producers, retailers, developers,
community owners and managers, suppliers, insurers and financial service
providers. As of December 31, 2000, the MHI and its affiliated state
associations had approximately 15,000 members.
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. Architects. The AIA is a professional organization for more than 63,000
architects and allied professionals.
Rent a Home. Today, over 33 million households in the United States reside
in rental housing. In addition to real estate agents and brokers who assist in
the leasing of residential rental units, professionals serving this segment of
the market include the following:
. Property Owners. Property owners include owners of individual apartment
units, multi-family apartment complexes, individual single family rental
homes or other residential rental properties. Property owners may lease
and operate their rental properties themselves or outsource those
functions to other real estate professionals, such as property managers.
The residential rental ownership market is highly fragmented, with the
50 largest owners of multi-family apartment complexes owning
approximately 16% of all apartment rental units in the United States.
. Property Managers. Property managers are typically responsible for
leasing available rental units, collecting rents, and maintaining the
property. Property managers typically manage a number of apartment
complexes, and will employ third party leasing agents to assist them
with the leasing function. The property manager market is also highly
fragmented, with the 50 largest property managers, many of whom also own
their properties, managing approximately 15% of all apartment rental
units in the United States.
Buy and Sell a Home. Because of the complexity and size of the purchase or
sale transaction, consumers buying or selling a home typically rely upon a
series of professionals, including real estate agents and ancillary service
providers, such as mortgage brokers, title agents, escrow agents, attorneys,
inspectors and appraisers. These professionals and ancillary service providers
offer products and services, such as mortgages, title insurance, credit
reports, appraisals and inspections, that generated in excess of $95 billion
in transactional fees in 1999.
Move. Every time consumers buy, sell or rent a home, they need assistance
with various relocation related services, such as insurance and moving
supplies and services. We estimate that consumers spend over $12 billion each
year for home and apartment moves including moving services and related
product purchases. In addition, real estate transactions often lead to
significant lifestyle changes for consumers, including changing neighborhoods,
schools, shopping malls, banks, grocers, cleaners and other retail
relationships. As a result, consumers need information about the wide range of
available product and service alternatives relating to all aspects of their
relocation.
Maintain and Improve a Home. Ownership represents the longest portion of the
home and real estate life cycle. Homeowners purchase a large number of
household and home related products including furniture, appliances, hardware
and supplies. During this phase of the home life cycle, homeowners also
require a number of ancillary services relating to such activities as home
maintenance and repairs, refinancing, remodeling and landscaping. Each year,
approximately 25 million homeowners undertake some type of home improvement
project. As a result, many homeowners seek sources of information to assist
them in locating providers of these products and services.
Challenges in the Real Estate Market
Every participant in the home and real estate life cycle faces a unique set
of challenges:
Home Buyers. In order to dispel the fear of purchasing the wrong home or
paying too much for a home, consumers must be assured that they have
considered all available options. Therefore, home buyers require an extensive
amount of information and several decision tools to help bolster confidence
during the home buying process. To make an informed decision, consumers need
access to a comprehensive listing of homes for sale and require information
about specific neighborhoods and listed prices of comparable homes for sale in
a given geographic location.
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Once a home has been selected, consumers must consider a broad range of
related services, including mortgage, title, escrow, insurance, moving and
relocation services as well as remodeling alternatives. As a result, consumers
are continually searching for additional information and resources to assist
them in every aspect of the real estate transaction and need a comprehensive,
convenient and integrated source of information that assists them in each step
of the process.
Real Estate Agents and Brokers. Real estate agents and brokers depend on
attracting and retaining customers in order to generate increasing numbers of
transactions. Due to its size and complexity, it is not uncommon for the real
estate transaction to take several months to complete. As a result, the job of
real estate agents and brokers is complicated by a variety of factors.
Therefore, real estate agents and brokers are looking for additional
opportunities to market their services, become more productive and compete
more effectively for transactions. In addition, they seek greater efficiency
in disseminating information to their prospective clients and are looking for
tools that can help them streamline their current practices.
Home Builders. Home building and real estate professionals who focus on new
homes and new home developments also depend on attracting and retaining
customers in order to sell new properties in a timely manner. However, home
builders have not developed an infrastructure similar to an MLS to aggregate,
update and share data regarding available inventory. Nor do they have the
infrastructure to communicate this information to potential buyers. As a
result, home building and real estate professionals continue to seek new ways
to market their products and services and inform prospective home buyers of
the availability of new properties as well as become more productive and
compete more effectively for customers.
Renters, Property Managers and Owners. To make an informed decision, renters
need access to comprehensive information about available rental units,
specific neighborhoods and rental prices in a given geographic location.
Because of the high turnover rate in rental units, property managers and
owners must regularly attract new tenants to minimize their vacancy rates. The
rental market has not developed a central repository for comprehensive
listings accessible by potential renters nationwide and property managers and
owners are continuously seeking to market their available units in a cost-
effective manner, become more productive and compete more effectively for
customers.
Contractors and Home Improvement Specialists. Similar to home buyers,
consumers who desire to remodel or improve their homes require information and
decision making tools that enable them to feel confident the work will be
done. They need access to comprehensive information about different remodeling
options and the related costs, as well as help in finding specialists to
provide the needed services. Contractors and home improvement specialists seek
to provide guidance and quality work, ideally leading to a long-term
relationship with the homeowner. These contractors and specialists would
benefit from a centralized location where they could market their offerings to
a targeted group of consumers who are actively engaged in searching for the
types of services they offer.
Ancillary Service Providers. Consumers require a variety of products and
services throughout the home life cycle. The real estate transaction provides
service providers and retailers the opportunity to target consumers at a time
when they are shifting their buying patterns. Providers and retailers of these
products or services need an effective mechanism to reach consumers who are
most interested in their offerings. Ideally, these providers of products and
services would have a centralized location where they could advertise their
offerings to a target group of consumers who are engaged in the real estate
process.
The Internet and the Home
The emergence and acceptance of the Internet is fundamentally changing the
way that consumers and businesses communicate, obtain information, purchase
goods and services and transact business. Because of its size, fragmented
nature and reliance on the exchange of information, the home services and
residential real estate industry is particularly well suited to benefit from
the Internet. The real estate industry currently spends $6 billion a year on
lead generating products. Traditional sources of lead generation, including
classifieds, print media and
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other off-line sources, are not interactive and are limited by data that is
sometimes incomplete or inaccurate, that is local in scope and is typically
disseminated on a weekly basis. These traditional sources also lack content
that can be searched based on specified terms, a centralized database of
information and the ability to conduct two-way communications. The Internet
offers a compelling means for consumers, real estate professionals,
homebuilders, renters, property managers and owners and ancillary service
providers to come together to improve the dissemination of information and
enhance communications.
Homestore.com
We are pioneering the use of the Internet to bring the home services and
real estate industry online as well as enabling real estate industry
participants to benefit from the Internet. We currently operate the most
frequently visited home and real estate-focused family of web sites, including
Homestore.com, REALTOR.com(R), HomeBuilder.com, SpringStreet.com, Remodel.com
and Homefair.com, based on the number of our users, the time users spend on
our web sites and the number of listings. Our family of web sites allows
searches of information that previously had never been compiled as
comprehensively in a single location.
Comprehensive Source of Real Estate Listings. Our family of web sites
provides the most comprehensive source of real estate listings on the web. As
of December 31, 2000, we had approximately 1.5 million homes listed for sale
in our REALTOR.com(R) web site and we aggregated information on over 130,000
new homes for sale and planned developments throughout the United States on
our HomeBuilder.com web site. We also provide comprehensive rental property
related listing information through our SpringStreet.com web site, which
included listings for over 45,000 properties as of December 31, 2000.
Key Industry Relationships. We have a number of relationships with key real
estate industry participants. Under our agreements with the NAR, the NAHB and
the MHI, we operate their official web sites and we receive preferential
promotion in their marketing activities. We also have content relationships
under which parties have given us the right to display their property listings
on our web sites for a period of time with approximately 62 of the 200 largest
brokers in the United States through our Broker Gold program, nine of the ten
largest home builders in the United States, each of the six largest real
estate franchises and over 770 of the approximately 800 MLSs in the United
States. In addition, we are the only site endorsed by the remodeling
industry's two leading professional organizations, the NAHB Remodelors Council
and the NARI, together representing more than 100,000 contractors and home
improvement specialists. Our close working relationships with these
organizations allow us to keep pace with the complicated and evolving real
estate industry.
In order to draw traffic to our web sites, we have established alliances
with America Online, Inc., or AOL, and Budget Group, Inc., or BGI. In April
2000, we established a new home-related channel on AOL that provides AOL's 22
million members an online area to find home-related information, tools and
services. We have become the exclusive national provider of professional home
and moving services across AOL, AOL.COM, CompuServe, Netscape Netcenter and
Digital City. We also have an alliance with BGI in which we will be featured
in BGI's national yellow page advertising, print, television and radio
advertising, and in-store promotions. In addition, our logo will be placed on
the back and side of BGI and Ryder trucks.
In connection with the acquisition of the Move.com Group from Cendant,
Cendant has agreed to provide us with a 40-year exclusive license to use the
listings from their franchises, which includes Century 21, Coldwell Banker and
ERA. They have also agreed to perform marketing services, exclusively use and
endorse our eRealtor transaction platforms and purchase some of our media and
technology products.
Provide Comprehensive Set of Products and Services for Consumers. We provide
consumers with access to accurate and timely nationwide listings and to real
estate professionals and home services providers. Through our family of web
sites, consumers can easily search through substantial amounts of information
at all stages of the home and real estate life cycle. For example, we provide
decision support information and tools, such as calculators and worksheets for
helping to select financing options and information about specific
neighborhoods, directories of real estate professionals and home services
providers. We believe that providing consumers with a
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comprehensive and integrated information source for each stage of the home and
real estate life cycle allows them to be better informed and feel more
confident about their home decisions.
Enable Industry Professionals to Benefit from the Internet. Our subscription
products allow real estate professionals and home service providers to utilize
the Internet to expand and grow their customer base. We design and maintain
personal home pages for real estate professionals and home service providers.
Real estate professionals can also have their listings displayed with detailed
information about a property and can have links from their real estate
listings to their personal home page. Through the reach of our family of web
sites, real estate professionals can significantly increase their visibility
among prospective buyers and sellers, especially those outside of their
region. In addition, we believe buyers and sellers that have used
Homestore.com to research their real estate transaction are more likely to
reach an informed purchase or sale decision in a shorter period of time.
Similarly, we offer home services providers their own personal web pages
promoting their services to a targeted audience. We also offer technology
products designed to help the real estate professional manage mission critical
applications such as contact management and content management.
Provide Attractive Demographic for Advertisers and Service Providers. Our
family of web sites draws an attractive national target audience for
advertisers and providers of home-related products and services. Because we
attract consumers interested in real estate near the time of a transaction, we
provide businesses with an efficient way to find and communicate with
potential customers. In addition, our audience tends to use our family of web
sites for extended periods of time. Nielsen/NetRating reported that 153.2
million total minutes were spent on Homestore.com web sites in February 2001.
Nielsen/NetRatings also noted that, including the URLs for Move.com and
Rent.net acquired in February 2001, the Homestore.com family of web sites rank
among the most trafficked Internet sites in the United States--21st overall in
page views and 35th overall in unique users.
Our Business Model Provides Multiple Revenue Opportunities. Our business
model is designed to support continued growth in the utilization of the
Internet as a tool for all phases of the home and real estate life cycle. We
currently generate revenues from selling our subscription and advertising
products and services to a number of different types of real estate industry
participants, including agents and brokers, home builders, rental property
owners and other home service and product providers.
Products and Services
We offer a suite of tools and information for both consumers and home
service professionals throughout the home life-cycle of finding, financing,
moving, decorating, maintaining, remodeling and selling homes. We generate the
majority of our revenue today from our subscription products consisting of
online media and technology solutions for home and real estate professionals.
The balance of our revenues come from advertising sold on our web sites. Our
web sites are organized into 10 categories: existing homes for sale, newly
constructed homes, apartments and rentals, finance and insurance, moving, home
improvement, decorating, lawn and garden, appliances and electronics and
shopping for the home.
Existing Homes by REALTOR.com(R)
Consumer Products
Existing Homes, marketed under the REALTOR.com(R) brand, seeks to help home
consumers by offering them a comprehensive suite of services for all aspects
of the real estate transaction. REALTOR.com(R) includes information for both
buyers and sellers including a directory of over 750,000 real estate
professionals to help them through the process. For buyers, there is a
searchable database of approximately 1.5 million existing homes for sale. We
have content arrangements with over 770 of the approximately 800 Multiple
Listing Services across the U.S. to provide the listings of residential homes.
Our property listings typically provide information that is significantly more
detailed and timely than that included in alternative media channels, such as
newspaper classified advertisements. In addition, we offer information and
tools regarding mortgages, home affordability, the offer process, applying for
a loan, closing the purchase and planning the move. For sellers, there are
tools
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and information about setting the price of their home, preparing the home,
listing and advertising the home and making the sale.
Professional Products
For real estate professionals, we offer a suite of media and technology
products designed to help them market themselves to home buyers and sellers,
as well as business solutions that enable them to manage and transact their
business online.
i-Lead. i-Lead, our primary offering for the REALTOR(R), is a personalizable
multi-page web site that links a REALTOR's(R) professional biography and their
inventory of listings to their web page. This product is sold mostly on an
annual subscription basis and can vary in price based on the features selected
for the REALTOR's(R) web site.
i-Lead Office. i-Lead Office is targeted to individual real estate brokerage
offices. i-Lead Office provides real estate brokers the opportunity to have
their entire inventory of real estate properties linked to the office's
personalizable web site, whether or not their agents purchase our i-Lead
product. The agents of the broker are listed on its web page with i-Lead
subscribers receiving placement above those who do not use i-Lead. An embedded
link to an office's web address is also available as an upgrade to i-Lead
Office users, as well as the display of their office logo on every one of
their listings for the entire year. i-Lead Office subscribers are also listed
in our Yellow Pages Directory of REALTORS(R). This product is sold mostly on
an annual subscription basis.
One Place. One Place integrates i-Lead Office with an interactive voice
response system, linked to a pager network. With One Place, REALTORS(R) are
immediately paged when a potential home buyer or seller inquires about a
specific house. In addition, if the buyer sees the telephone number on the
"for sale" sign posted in front of the property and calls the interactive
voice response system, the REALTOR(R) is also paged. The pager message
includes a display of the caller's telephone number and specific property
information, which allows the REALTOR(R) to respond instantaneously and
knowledgeably to interested consumers.
Online Business Solutions. We also offer a growing number of technological
business solutions for real estate professionals such as our Top Producer
product line of contact management software, our WyldFyre listings management
software and our Hessel corporate relocation tools and software. We are
currently in the process of linking these tools together with our i-Lead
product to create an integrated solution for professionals to help them
through all stages of their relationship with consumers.
New Homes
Consumer Products
Our new homes tab, marketed under our HomeBuilder.com brand, provides
builder and realtor information, generated from a nationwide listing of
builders' models, newly built homes and housing plans on new homes (over
130,000 at December 31, 2000), subdivisions and developments across the U.S.
Homebuyers can browse free of charge, through our databases under three types
of search queries, new homes, builders and manufactured homes. In addition to
these searches, we also provide mapping, community profiles and the ability to
send a builder detailed requests via electronic mail or facsimile for
information on each property.
Professional Products
Our primary product offering to builders is a subscription product in which
we collect, store and display builder's information and train the builders'
salespersons how to respond to sales leads generated from the Internet. This
product is sold on a monthly or annual basis, and includes such features as
periodic updating of the builder's inventory, input and display of floor
plans, elevations, photos and virtual tours, as well as direct links to the
builders' web sites and lead generation management.
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Apartments and Rentals
Consumer Products
Our Apartment and Rentals tab, marketed under our SpringStreet.com brand,
provides consumers interested in renting a home or apartment with
comprehensive search and relocation services. Searches stem from a
comprehensive database (more than 45,000 properties, including multi-family
apartment complexes and single family home, at December 31, 2000) located in
over 6,000 cities nationwide. With the acquisition of the Move.com Group, we
added Rent.net which augments our services and capabilities in the online
apartments and rentals category. We also have an information resource center
that includes information relating to moving services, renter's insurance,
furnishings and local content and statistics about a user's new neighborhood.
In addition, users can build and develop personalized moving checklists on our
web site and receive reminders from us by electronic mail as each item on the
checklist is triggered over time.
Professional Products
Our primary product offering to property owners who operate their own rental
properties and to rental property managers is a monthly subscription product
in which we offer enhanced features to owners and managers relating to their
property listing. These features include items such as photos, detailed unit
descriptions, driving directions, lead generation from electronic mail and
detailed monthly reports of web page and lead activity, as well as a link to
their web site.
Finance and Insurance
Consumer Products
Under the Finance and Insurance tab, consumers can find information and
decision making tools about financial needs for the home. There are tools and
calculators to help consumers with common questions about mortgages, loans and
credit, insurance, legal matters, investing and taxes.
Professional Products
Our primary product under the finance tab is a subscription product for
lenders in which we offer them a marketing presence with a customized web page
that can be individualized to show items such as information about the lender,
pre-approval process for that lender, current rates or an email contact
option.
Moving
Consumer Products
Our Moving tab offers comprehensive content and services for people moving
to a new home or relocating to another community. These resources provide
potential movers with interactive tools and calculators, reports from
proprietary databases, and other resources necessary for making moving
decisions, such as salary calculators, school reports, neighborhood
information and a full service off-line customer support center that provides
individual relocation assistance.
Professional Products
Currently, our primary product offerings to moving professionals are in-
depth reports compiled from proprietary research databases. The City Reports
detail demographic, crime and lifestyle information on over 1,300 U.S. cities.
The School Report(TM) provides in-depth information on over 85,000 public
schools. We also formed iMove.com, Inc., or iMove, with industry partners to
create technology for the van line moving industry that will enable online
estimating and reservations.
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Home Improvement
Consumer Products
Our Home Improvement tab is a comprehensive online resource for all
remodeling, home improvement and home maintenance needs designed for consumers
seeking qualified professionals as well as do-it-yourself information.
Features on the tab include information to help in the planning and budgeting
phase of remodeling projects, calculators, a virtual room designer function to
picture options, and do-it-yourself guides.
Professional Products
Our primary product for home improvement professionals is a subscription
product in which we offer them a marketing presence with a customized web page
that can be individualized to display items such as information about their
experience, a showcase of previous projects they have completed, their
specialties and an electronic mail option.
Decorating
Consumer Products
Our Decorating tab is an online resource for consumers seeking ideas and
information about decorating their homes. Features on the tab include
information to help in planning, budgeting and visualizing options as well as
advice and a directory of decoration professionals.
Professional Products
Our primary product for home decoration professionals is a subscription
product in which we offer them a marketing presence with a customized web page
that can be individualized to show such things as information about their
experience, a showcase of previous projects they have completed, their
specialties and an electronic mail option.
Lawn and Garden
Consumer Products
Our Lawn and Garden tab is an online resource for consumers seeking ideas
and information about their lawns and gardens. Features on the tab include
information to help in growing essentials, budgeting and planning of landscape
options as well as advice and a directory of landscaping professionals.
Professional Products
Our primary product for landscapers is a subscription product in which we
offer them a marketing presence with a customized web page that can be
individualized to display items such as information about their experience, a
showcase of previous projects they have completed, their specialties and an
electronic mail option.
Appliances and Electronics
Consumer Products
Our Appliances and Electronics tab is an online resource for consumers
seeking ideas and information about home appliances and electronic products.
Features on the tab include information on automation products, entertainment
options, personal computers and home office needs as well as a directory of
home technology and electrical professionals.
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Professional Products
Our primary product offering to electrical and home technology professionals
is a subscription product in which we offer them a marketing presence with a
customized web page that can be individualized to display items such as
information about their experience, their specialties and an electronic mail
option.
Shopping
Consumer Products
Our Shopping tab is an online resource for consumers seeking to purchase
products for their home online. Products on the tab are organized into the
following categories: appliances, bed and bath, cooking and dining,
electronics, furniture, home decor, home improvement, home office, lawn and
garden, and security and automation.
Professional Products
We offer professionals the ability under the Shopping tab to market their
products on our network and close the sale online for a fee.
Other Advertising Services
We currently offer the following traditional Internet advertising options on
our family of web sites that may be purchased individually or in packages:
Banner Advertising. Advertisers can purchase banner advertisements on
various content areas of our family of web sites to reach consumers interested
in specific regions or in specific products or services relating to the home
and real estate life cycle.
Sponsorships. Sponsorships allow advertisers to maximize their exposure on
our family of web sites by featuring fixed "buttons" or other prominent
placements on certain pages to gain fixed positions on our sites and present a
user with the opportunity to click-through directly to their site.
Sponsorships are typically sold for a fixed monthly fee over the life of the
contract and may include other advertising components such as content or
banner advertisements.
Product Development
We believe that it is important for us to continually enhance the
performance of, and features on, our family of web sites. Our development team
is focused on developing products and services for consumers and real estate
professionals that differentiate us from our competitors. We seek to maintain
and enhance our market position by building proprietary systems and features,
such as search engines for real estate listings and the technologies used to
aggregate real estate content. We expect that enhancements to our family of
web sites and to our products and services will come from both internally and
externally developed technologies.
Our current development activities relate to improving the functionality and
performance of our family of web sites and the creation of new online
application solutions for home and real estate professionals. We are also
currently developing two transaction platforms, eRealtor.com, designed to help
real estate professionals manage the real estate transaction online and iMove,
designed to offer online quoting and reservations for moving vans. Future
delays or unforeseen problems in these development efforts could delay the
introduction of new products, services or features on our family of web sites.
Our market is characterized by rapid technological developments, new
products and services and evolving industry standards. We will be required to
continually and timely improve the performance and features of our products
and services, particularly in response to competitive offerings. If we do not
develop new features,
10
products or services in a timely manner or if our introductions are not
commercially successful, our web sites and products and services might not be
as attractive to consumers or real estate industry professionals. In addition,
the widespread adoption of new Internet, networking or telecommunications
technologies or standards or other technological changes could render our
products and services obsolete.
Infrastructure and Technology
Our family of web sites is designed to provide fast, secure and reliable,
high-quality access to our services, while minimizing the capital investment
needed for our computer systems. Our systems supporting our family of web
sites must accommodate a high volume of user traffic, store a large amount of
listings and other related data, process a significant number of user searches
and deliver frequently updated information. Any significant increases in these
could strain the capacity of our computers, causing slower response times or
outages. We intend to pursue the development of a duplicate web site for each
of our web sites' server computers to be located at a third party service
provider in order to help insure maximum disaster recovery and business
continuity. We host our Homestore.com, REALTOR.com(R) and Remodel.com web
sites in Thousand Oaks, California and custom broker web pages in our
Milwaukee, Wisconsin facility. The SpringStreet.com(R) servers are located in
San Jose, California and our Homefair.com servers are located in Phoenix,
Arizona. Because substantially all of our computer and communications hardware
for each of our web sites is located at one location, our systems are
vulnerable to fire, floods, telecommunications failures, break-ins,
earthquakes and similar events. You should read the risk factors on pages 24
and 25 which more fully describe risks relating to our computer infrastructure
and technology.
Competition
We believe that the principal competitive factors in attracting consumers to
our family of web sites are:
. the total number of listings and the number of listings for the
consumer's specific geographic area of interest available on our web
sites;
. the parties with which we have listing, marketing or distribution
relationships;
. the quality and comprehensiveness of general real estate related,
particularly home-buying, information available on our web sites;
. the availability and quality of other real estate related products and
services available through our web sites; and
. the ease of use of our web sites.
We believe that the principal competitive factors in attracting advertisers,
content providers and real estate professionals to our family of web sites
are:
. the number of visitors to our web sites;
. the average length of time these visitors spend viewing pages on our web
sites;
. our relationships with, and support for our services by, the NAR, MLSs,
the NAHB, the NAHB Remodelors Council, the NARI, the AIA and the MHI;
and
. our relationships and national contracts with the major home builders
and rental property owners and managers in the United States.
Our main existing and potential competitors for real estate professionals
and service providers, home buyers, homeowners, sellers and renters and
related content include:
. web sites offering real estate listings together with other related
services;
. web sites offering real estate related content and services such as
mortgage calculators and information on the home buying, selling and
renting processes;
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. web sites offering real estate improvement content and services;
. web sites offering moving and relocation;
. general purpose consumer web sites that also offer real estate-related
content; and
. traditional print media such as newspapers and magazines.
Our main existing and potential competitors for advertisements may include:
. general purpose consumer web;
. general purpose online services that may compete for advertising
dollars;
. online ventures of traditional media; and
. traditional media such as newspapers, magazines and television.
The barriers to entry for web-based services and businesses are low, making
it possible for new competitors to proliferate rapidly. In addition, parties
with whom we have listing and marketing agreements could choose to develop
their own Internet strategies or competing real estate sites upon the
termination of their agreements with us.
Intellectual Property
We regard substantial elements of our family of web sites and underlying
technology as proprietary. We attempt to protect these elements and underlying
technology by relying on trademark, service mark, patent, copyright and trade
secret laws, restrictions on disclosure and other methods. We have been issued
a patent with respect to the technology we use to enable searches of the real
estate listings posted on our family of web sites. Despite our precautions, it
may be possible for a third party to copy or otherwise obtain and use our
proprietary information without authorization or to develop similar technology
independently.
The REALTOR.com(R) domain name and the REALTOR(R) trademark are licensed to
us by the NAR. If we were to lose the use of such trademark or the
"REALTOR.com(R)" domain name, our business would suffer, and we would need to
devote substantial resources towards developing an independent brand identity.
We also hold other domain names that are important to our business. The
regulation of domain names is subject to change. Some proposed changes include
the creation of additional top-level domains in addition to the current top-
level domains, such as ".com," ".net" and ".org." It is also possible that the
requirements for holding a domain name could change. Therefore, we may not be
able to obtain or maintain relevant domain names for all of the areas of our
business. It may also be difficult for us to prevent third parties from
acquiring domain names that are similar to ours, that infringe our trademarks
or that otherwise decrease the value of our intellectual property.
We currently license from third parties technologies and information
incorporated into our family of web sites. As we continue to introduce new
services that incorporate new technologies and information, we may be required
to license additional technology and information from others.
Legal standards relating to the validity, enforceability and scope of
protection of proprietary rights in Internet-related businesses are uncertain
and still evolving, and we can give no assurance regarding the future
viability or value of any of our proprietary rights.
Litigation may be necessary in the future to enforce our intellectual
property rights, to protect our trade secrets or trademarks or to determine
the validity and scope of the proprietary rights of others. Litigation could
result in substantial costs and diversion of resources and management
attention. Furthermore, other parties may assert infringement claims against
us, including claims that arise from directly or indirectly providing
hypertext links to web sites operated by third parties or claims based on the
content on our site. These claims and any
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resultant litigation, should it occur, might subject us to significant
liability for damages, might result in invalidation of our proprietary rights
and, even if not meritorious, might result in substantial costs and diversion
of resources and management attention.
Employees
As of December 31, 2000, we had approximately 2,000 full-time equivalent
employees. We consider our relations with our employees to be good. We have
never had a work stoppage, and none of our employees is represented by
collective bargaining agreements. We believe that our future success will
depend in part on our ability to attract, integrate, retain and motivate
highly qualified personnel, and upon the continued service of our senior
management and key technical personnel. None of our key personnel are bound by
employment agreements that prohibit them from ending their employment at any
time. Competition for qualified personnel in our industry and geographical
locations is intense. We cannot assure you that we will be successful in
attracting, integrating, retaining and motivating a sufficient number of
qualified employees to conduct our business in the future.
13
RISK FACTORS
The following risk factors and other information included in this Annual
Report should be carefully considered. The risks and uncertainties described
below are not the only ones we face. Additional risks and uncertainties not
presently known to us or that we currently deem immaterial also may impair our
business operations. If any of the following risks actually occur, our
business, financial condition and operating results could be materially
adversely affected.
Risks Related to our Business:
Our agreement with the National Association of REALTORS(R) could be
terminated by it.
The REALTOR.com(R) trademark and web site address and the REALTOR(R)
trademark are owned by the NAR. The NAR licenses these trademarks to our
subsidiary RealSelect under a license agreement, and RealSelect operates the
REALTOR.com(R) web site under an operating agreement with the NAR.
Although the REALTOR.com(R) operating agreement is a lifetime agreement, the
NAR may terminate it for a variety of reasons. These include:
. the acquisition of Homestore.com or RealSelect;
. a substantial decrease in the number of property listings on our
REALTOR.com(R) site; and
. a breach of any of our other obligations under the agreement that we do
not cure within 30 days of being notified by the NAR of the breach.
Absent a breach by the NAR, the agreement does not contain provisions that
allow us to terminate.
Our agreement with the NAR contains a number of provisions that could
restrict our operations.
Our operating agreement with the NAR contains a number of provisions that
restrict how we operate our business. These restrictions include:
. we must make quarterly royalty payments of up to 15% of RealSelect's
operating revenues in the aggregate to the NAR and the entities that
provide us the information for our real property listings, which we
refer to as our data content providers;
. we are restricted in the type and subject matter of, and the manner in
which we display, advertisements on the REALTOR.com(R) web site;
. the NAR has the right to approve how we use its trademarks, and we must
comply with its quality standards for the use of these marks;
. we must meet performance standards relating to the availability time of
the REALTOR.com(R) web site;
. the NAR has the right to review, approve and request changes to the
content on the pages of our REALTOR.com(R) web site; and
. we may be restricted in our ability to create additional web sites or
pursue other lines of business that engage in displaying real property
advertisements in electronic form by the terms of our agreements with
the NAR.
In addition, our operating agreement with the NAR contains restrictions on
how we can operate the REALTOR.com(R) web site. For instance, we can only
enter into agreements with entities that provide us with real estate listings,
such as MLSs, on terms approved by the NAR. In addition, the NAR can require
us to include on REALTOR.com(R) real estate related content it has developed.
See "Certain Relationships and Related Transactions--Operating Agreement with
the National Association of REALTORS(R)."
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If our operating agreement for REALTOR.com(R) terminates, the NAR would be
able to operate the REALTOR.com(R) web site.
If our operating agreement terminates, we must transfer a copy of the
software that operates the REALTOR.com(R) web site and assign our agreements
with data content providers, such as real estate brokers or MLSs, to the NAR.
The NAR would then be able to operate the REALTOR.com(R) web site itself or
with a third party. Many of these data content agreements are exclusive, and
we could be prevented from obtaining and using listing data from the providers
covered by these transferred agreements until the exclusivity periods lapse.
We are subject to noncompetition provisions with the NAR which could
adversely affect our business.
We were required to obtain the consent of the NAR prior to our acquisition
of SpringStreet, Move.com and operation of HomeBuilder.com web sites. In the
future, if we were to acquire or develop another service which provides real
estate listings on an Internet site or through other electronic means, we will
need to obtain the prior consent of the NAR. Any future consents from the NAR,
if obtained, could be conditioned on our agreeing to operational conditions
for the new web site or service. These conditions could include paying fees to
the NAR, limiting the types of content or listings on the web sites or service
or other terms and conditions. Our business could be adversely affected if we
do not obtain consents from the NAR, or if a consent we obtain contains
restrictive conditions. These noncompetition provisions and any required
consents, if accepted by us at our discretion, could have the effect of
restricting the lines of business we may pursue.
Our agreement with the National Association of Home Builders contains
provisions that could restrict our operations.
Our operating agreement with the NAHB includes a number of restrictions on
how we operate our HomeBuilder.com web site:
. if the NAR terminates our REALTOR.com(R) operating agreement, for the
next six months the NAHB can terminate this agreement with three months'
prior notice;
. we are restricted in the type and subject matter of advertisements on
the pages of our HomeBuilder.com web site that contain new home
listings; and
. the NAHB has the right to approve how we use its trademarks and we must
comply with its quality standards for the use of its marks.
Our SpringStreet.com web site is subject to a number of restrictions on how
it may be operated.
In agreeing to our acquisition of SpringStreet Inc., the NAR imposed a
number of important restrictions on how we can operate the SpringStreet.com
web site. These include:
. if the consent terminates for any reason, we will have to transfer to
the NAR all data and content, such as listings, on the rental site that
were provided by real estate professionals who are members of the NAR,
known as REALTORS(R);
. listings for rental units in smaller non-apartment properties generally
must be received from a REALTOR(R) or REALTOR(R)-controlled MLSs in
order to be listed on the web site;
. if the consent is terminated, we could be required to operate our rental
properties web site at a different web address;
. if the consent terminates for any reason, other than as a result of a
breach by the NAR, the NAR will be permitted to use the REALTOR(R)-
branded web address, resulting in increased competition;
. without the consent of the NAR, prior to the time we are using a
REALTOR(R)-branded web address, we cannot provide a link on the
SpringStreet.com web site linking to the REALTOR.com(R) web site and
vice versa;
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. we cannot list properties for sale on the rental web site for the
duration of our REALTOR.com(R) operating agreement and for an additional
two years;
. we are restricted in the type and subject matter of, and the manner in
which we display, advertisements on the rental web site;
. we must make royalty payments based on the operating revenues of the
rental site to the NAR and our data content providers at the same rates
as under our REALTOR.com(R) operating agreement, except that the amount
payable to data content providers in the aggregate will be
proportionately based on the percentage of the total content on the site
supplied by them; and
. we must offer REALTORS(R) preferred pricing for home pages or enhanced
advertising on the rental web site.
The NAR could revoke its consent to our operating SpringStreet.com.
The NAR can revoke its consent to our operating the SpringStreet.com web
site for reasons which include:
. the acquisition of Homestore.com or RealSelect;
. a substantial decrease in property listings on our REALTOR.com(R) web
site; and
. a breach of any of our obligations under the consent or the
REALTOR.com(R) operating agreement that we do not cure within 30 days of
being notified by the NAR of the breach.
The National Association of REALTORS(R) has significant influence over
aspects of our RealSelect subsidiary's corporate governance.
The NAR will have significant influence over RealSelect's corporate
governance.
Board representatives. The NAR is entitled to have one representative as a
member of our board of directors and two representatives as members of
RealSelect's board of directors.
Approval rights. RealSelect's certificate of incorporation contains a
limited corporate purpose, which purpose is the operation of the
REALTOR.com(R) web site and real property advertising programming for
electronic display and related businesses. Without the consent of six-sevenths
of the members of the RealSelect board of directors, which would have to
include at least one NAR appointed director, this limited purpose provision
cannot be amended.
RealSelect's bylaws also contain protective provisions which could restrict
portions of its operations or require us to incur additional expenses. If the
RealSelect board of directors cannot agree on an annual operating budget for
RealSelect, it would use as its operating budget that from the prior year,
adjusted for inflation. Any expenditures in excess of that budget would have
to be funded by Homestore.com. In addition, if RealSelect desired to incur
debt or invest in assets in excess of $2.5 million without the approval of a
majority of its board, including a NAR representative, we would need to fund
those expenditures.
RealSelect cannot take the following actions without the consent of at least
one of the NAR's representatives on its board of directors:
. amend its certificate of incorporation or bylaws;
. pledge its assets;
. approve transactions with affiliates, stockholders or employees in
excess of $100,000;
. change its executive officers;
. establish, or appoint any members to, a committee of its board of
directors; or
. issue or redeem any of its equity securities.
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The NAR can restrict a change of control of Homestore.com.
Stockholders holding approximately 16.2% of our outstanding capital stock at
December 31, 2000 have agreed to restrict the sale of their shares of common
stock. Without the prior consent of the NAR, these stockholders may not
transfer these shares of common stock to a person, other than to each other,
whose primary business is "real estate-related" or to a transferee who will
become a holder of more than 5% of our capital stock as a result of the
transfer from the stockholder. Accordingly, these types of changes of control,
even if favorable to stockholders, could be prohibited or restricted absent
the NAR's consent.
We have a history of net losses and expect net losses for the foreseeable
future.
We have experienced net losses in each quarterly and annual period since
1993. We incurred an operating loss of $130.5 million for the year ended
December 31, 2000. On a pro forma basis, we incurred operating losses of
$129.2 million in 1999 and $130.5 million for the year ended December 31,
2000. As of December 31, 2000, we had an accumulated deficit of $270.9
million, and we expect to incur net losses for the foreseeable future. The
size of these net losses will depend, in part, on the rate of growth in our
revenues from broker, agent, home builder and rental property owner web
hosting fees, advertising sales and sales of other products and services. The
size of our future net losses will also be impacted by non-cash stock-based
charges relating to deferred compensation and stock and warrant issuances, and
amortization of intangible assets. As of December 31, 2000, we had
approximately $292.5 million of deferred stock-based compensation and
intangible assets to be amortized.
It is critical to our success that we continue to devote financial, sales
and management resources to developing brand awareness for our web sites as
well as for any other products and services we may add. To accomplish this, we
will continue to develop our content and expand our marketing and promotion
activities, direct sales force and other services. As a result, we expect that
our operating expenses will increase significantly during the next several
years. With increased expenses, we will need to generate significant
additional revenues to achieve net income. As a result, we may never achieve
or sustain net income, and, if we do achieve net income in any period, we may
not be able to sustain or increase net income on a quarterly or annual basis.
See "Management's Discussion and Analysis of Financial Condition and Results
of Operations."
We must continue to obtain listings from real estate agents, brokers, home
builders, Multiple Listing Services and property owners.
We believe that our success depends in large part on the number of real
estate listings received from agents, brokers, home builders, MLSs and
residential, rental and commercial property owners. Many of our agreements
with MLSs, brokers and agents to display property listings have fixed terms,
typically 12 to 30 months. At the end of the term of each agreement, the other
party may choose not to continue to provide listing information to us on an
exclusive basis or at all and may choose to provide this information to one or
more of our competitors instead. We have expended significant amounts to
secure both our exclusive and non-exclusive agreements for listings of real
estate for sale and may be required to spend additional large amounts or offer
other incentives in order to renew these agreements. If owners of large
numbers of property listings, such as large brokers, MLSs, or property owners
in key real estate markets choose not to renew their relationship with us, our
family of web sites could become less attractive to other real estate industry
participants or consumers.
We must dedicate significant resources to market our subscription products
and services to real estate professionals.
Because the annual fee for services sold to real estate professionals is
relatively low, we depend on obtaining sales from a large number of these
customers. It is difficult to reach and enroll new subscribers cost-
effectively. A large portion of our sales force targets real estate
professionals who are widely distributed across the United States. This
results in relatively high fixed costs associated with our sales activities.
In addition, our sales personnel generally cannot efficiently contact real
estate professionals on an individual basis and instead must
17
rely on sales presentations to groups of agents and/or brokers. Real estate
agents are generally independent contractors rather than employees of brokers.
Therefore, even if a broker uses our subscription products and services, its
affiliated agents are not required to use them.
It is important to our success that we support our real estate professional
customers.
Since many real estate professionals are not sophisticated computer users
and often spend limited amounts of time in their offices, it is important that
these customers find that our products and services significantly enhance
their productivity and are easy to use. To meet these needs, we provide
customer training and have developed a customer support organization that
seeks to respond to customer inquiries as quickly as possible. If our real
estate professional customer base grows, we may need to expand our support
organization further to maintain satisfactory customer support levels. If we
need to enlarge our support organization, we would incur higher overhead
costs. If we do not maintain adequate support levels, these customers could
choose to discontinue using our service.
Our quarterly financial results are subject to significant fluctuations.
Our results of operations could vary significantly from quarter to quarter.
In the near term, we expect to be substantially dependent on sales of our
subscription and advertising products and services. We also expect to incur
significant sales and marketing expenses to promote our brand and services.
Therefore, our quarterly revenues and operating results are likely to be
particularly affected by the number of persons purchasing subscription and
advertising products and services as well as sales and marketing expenses for
a particular period. If revenues fall below our expectations, we will not be
able to reduce our spending rapidly in response to the shortfall.
Other factors that could affect our quarterly operating results include
those described below and elsewhere in this Form 10-K:
. the amount of advertising sold on our family of web sites and the timing
of payments for this advertising and whether these advertisements are
sold by us directly or on our behalf by America Online or other third
parties;
. the level of renewals for our subscription products and services by real
estate agents, brokers and rental property owners and managers;
. the amount and timing of our operating expenses and capital
expenditures;
. the amount and timing of non-cash stock-based charges, such as charges
related to deferred compensation or warrants issued to real estate
industry participants; and
. costs related to acquisitions of businesses or technologies.
Because we have expanded our operations, our success will depend on our
ability to manage our growth.
We have rapidly and significantly expanded our operations, both by
acquisition and organic growth, and expect to continue to expand our
operations. This growth has placed, and is expected to continue to place, a
significant strain on our managerial, operational, financial and other
resources. For example, we have grown to approximately 2,000 employees on
December 31, 2000 from approximately 1,000 employees on December 31, 1999.
We depend on distribution agreements with a number of Internet portals to
generate traffic on our family of web sites.
We believe that a substantial portion of our consumer traffic comes from the
following Internet portal sites: America Online and Excite@Home. On some of
these sites we are featured as the exclusive provider of home listings. To
secure both exclusive and non-exclusive distribution relationships, we often
pay significant fees. However, we may not experience sustained increases in
user traffic from these distribution relationships.
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There is intense competition for placement on Internet portals. Our
distribution agreements have terms ranging from two to five years. When they
expire, we may be unable to renew our existing agreements or enter into
replacement agreements. If any of these agreements terminates without our
renewing it, we could experience a decline in the number of our users and our
competitive position could be significantly weakened. Even if we renew our
agreements or enter into agreements with new providers, we may be required to
pay significant fees to do so and may be unable to retain any exclusivity that
we may have enjoyed under these agreements.
Our family of web sites may not achieve the brand awareness necessary to
succeed.
In an effort to obtain additional consumer traffic, increase usage by the
real estate community and increase brand awareness, we intend to continue to
pursue an aggressive online and off-line brand enhancement strategy. These
efforts will involve significant expense. If our brand enhancement strategy is
unsuccessful, we may fail to attract new or retain existing consumers or real
estate professionals, which would have a material adverse impact on our
revenues.
The market for web-based subscription and advertising products and services
relating to real estate is intensely competitive. Our main existing and
potential competitors include web sites offering real estate related content
and services as well as general purpose online services, and traditional media
such as newspapers, magazines and television that may compete for advertising
dollars.
The barriers to entry for web-based services and businesses are low, making
it possible for new competitors to proliferate rapidly. In addition, parties
with whom we have listing and marketing agreements could choose to develop
their own Internet strategies or competing real estate sites upon the
termination of their agreements with us. Many of our existing and potential
competitors have longer operating histories in the Internet market, greater
name recognition, larger consumer bases and significantly greater financial,
technical and marketing resources than we do.
We must attract and retain personnel while competition for personnel in our
industry is intense.
We may be unable to retain our key employees or to attract, assimilate or
retain other highly qualified employees. We have from time to time in the past
experienced, and we expect in the future to continue to experience, difficulty
in hiring and retaining highly skilled employees with appropriate
qualifications as a result of our rapid growth and expansion. Attracting and
retaining qualified personnel with experience in the real estate industry, a
complex industry that requires a unique knowledge base, is an additional
challenge for us. If we do not succeed in attracting new personnel or
retaining and motivating our current personnel, our business will be adversely
affected.
We need to continue to develop our content and our product and service
offerings.
To remain competitive, we must continue to enhance and improve the ease of
use, responsiveness, functionality and features of our family of web sites.
These efforts may require us to develop internally or to license increasingly
complex technologies. In addition, many companies are continually introducing
new Internet-related products, services and technologies, which will require
us to update or modify our technology. Developing and integrating new
products, services or technologies into our family of web sites could be
expensive and time consuming. Any new features, functions or services may not
achieve market acceptance or enhance our brand loyalty. If we fail to develop
and introduce or acquire new features, functions or services effectively and
on a timely basis, we may not continue to attract new users and may be unable
to retain our existing users. Furthermore, we may not succeed in incorporating
new Internet technologies, or in order to do so, we may incur substantial
expenses.
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We may experience difficulty in integrating our recent acquisitions.
Our recent acquisitions, including WyldFyre in March 2000, Top Producer in
June 2000, The Hessel Group in September 2000 and the Move.com Group in
February 2001, and any future acquisitions, may result in our not achieving
the desired benefits of the transaction. Risks related to our acquisitions
include:
. difficulties in assimilating the operations of the acquired businesses;
. potential disruption of our existing businesses;
. the potential need to obtain the consent of the NAR;
. assumption of unknown liabilities and litigation;
. our inability to integrate, train, retain and motivate personnel of the
acquired businesses;
. diversion of our management from our day-to-day operations;
. our inability to incorporate acquired products, services and
technologies successfully into our family of web sites;
. potential impairment of relationships with our employees, customers and
strategic partners; and
. inability to maintain uniform standards, controls procedures and
policies.
Our inability to successfully address any of these risks could materially
harm our business.
Our business is dependent on our key personnel.
Our future success depends to a significant extent on the continued services
of our senior management and other key personnel, particularly Stuart H.
Wolff, Ph.D. The loss of the services of Dr. Wolff or other key employees
would likely have a significantly detrimental effect on our business.
We have no employment agreements that prevent any of our key personnel from
terminating their employment at any time. Although we have obtained "key-
person" life insurance for Mr. Wolff, we believe this coverage will not be
sufficient to compensate us for the loss of his services.
We rely on intellectual property and proprietary rights.
We regard substantial elements of our family of web sites and underlying
technology as proprietary. Despite our precautionary measures, third parties
may copy or otherwise obtain and use our proprietary information without
authorization or develop similar technology independently. Although we have
one patent, we may not achieve the desired protection from, and third parties
may design around, this patent or any other patent that we may obtain in the
future. In addition, in any litigation or proceeding involving our patent, or
any other patent that we may obtain in the future, the patent may be
determined invalid or unenforceable. Any legal action that we may bring to
protect our proprietary information could be expensive and distract management
from day-to-day operations.
Other companies may own, obtain or claim trademarks that could prevent or
limit or interfere with use of the trademarks we use. The REALTOR.com(R) web
site address, or domain name, and trademark and the REALTOR(R) trademark are
important to our business and are licensed to us by the NAR. If we were to
lose the REALTOR.com(R) domain name or the use of these trademarks, our
business would be harmed and we would need to devote substantial resources
towards developing an independent brand identity.
Legal standards relating to the validity, enforceability and scope of
protection of proprietary rights in Internet-related businesses are uncertain
and evolving, and we can give no assurance regarding the future viability or
value of any of our proprietary rights.
20
We may not be able to protect the web site addresses that are important to
our business.
Our web site addresses, or domain names, are important to our business. The
regulation of domain names is subject to change. Some proposed changes include
the creation of additional top-level domains in addition to the current top-
level domains, such as ".com," ".net" and ".org." It is also possible that the
requirements for holding a domain name could change. Therefore, we may not be
able to obtain or maintain relevant domain names for all of the areas of our
business. It may also be difficult for us to prevent third parties from
acquiring domain names that are similar to ours, that infringe our trademarks
or that otherwise decrease the value of our intellectual property.
We could be subject to litigation with respect to our intellectual property
rights.
Other companies may own or obtain patents or other intellectual property
rights that could prevent or limit or interfere with our ability to provide
our products and services. Companies in the Internet market are increasingly
making claims alleging infringement of their intellectual property rights. For
example, in December 1997, we received a letter claiming that our map
technology infringes patents held by another person. We believe this person
may have instituted legal proceedings against two of our competitors. We have
received no further correspondence with respect to this issue and, after
discussions with our patent counsel, we do not believe any of our technology
infringes these patents. However, we could incur substantial costs to defend
against these or any other claims or litigation. If a claim were successful,
we could be required to obtain a license from the holder of the intellectual
property or redesign our advertising products and services.
We may expand into international markets which may expose us to relatively
higher costs and greater risks.
We are exploring the expansion of our operations internationally as part of
our business strategy. The entry into international markets may require
significant management attention and financial resources and may place
additional burdens on our management, administrative, operational and
financial infrastructure. We cannot be certain that our investments in
establishing facilities in other countries will produce desired levels of
revenue or profitability. In addition, we have limited experience in
developing localized versions of our products and marketing and distributing
them internationally. As our international operations expand, our exposure to
exchange rate fluctuations will increase as we use an increasing number of
foreign currencies. In addition, we may be subject to the following factors:
increased financial accounting and reporting burdens and complexities;
potentially adverse tax consequences; compliance with a wide variety of
complex foreign laws and treaties; reduced protection for intellectual
property rights in some countries; licenses, tariffs and other trade barriers;
and disruption from political and economic instability in the countries in
which our operations are located, which may interrupt our ability to conduct
business and impose additional costs upon us.
Real Estate Industry Risks:
Our business is dependent on the strength of the real estate industry, which
is both cyclical and seasonal.
The real estate industry traditionally has been cyclical. Recently, sales of
real estate in the United States have been at historically high levels.
Economic swings in the real estate industry may be caused by various factors.
When interest rates are high or general national and global economic
conditions are or are perceived to be weak, there is typically less sales
activity in real estate. A decrease in the current level of sales of real
estate and products and services related to real estate could adversely affect
demand for our family of web sites and our subscription and advertising
products and services. In addition, reduced traffic on our family of web sites
would likely cause our subscription and advertising revenues to decline, which
would materially and adversely affect our business.
We may experience seasonality in our business. The real estate industry
experiences a decrease in activity during the winter. However, because of our
limited operating history under our current business model, we do
21
not know if or when any seasonal pattern will develop or the size or nature of
any seasonal pattern in our business.
We may particularly be affected by general economic conditions.
Purchases of real property and related products and services are
particularly affected by negative trends in the general economy. The success
of our operations depends to a significant extent upon a number of factors
relating to discretionary consumer and business spending, and the overall
economy, as well as regional and local economic conditions in markets where we
operate, including:
. perceived and actual economic conditions;
. interest rates;
. taxation policies;
. availability of credit;
. employment levels; and
. wage and salary levels.
In addition, because a consumer's purchase of real property and related
products and services is a significant investment and is relatively
discretionary, any reduction in disposable income in general may affect us
more significantly than companies in other industries.
We have risks associated with changing legislation in the real estate
industry.
Real estate is a heavily regulated industry in the U.S., including
regulation under the Fair Housing Act, the Real Estate Settlement Procedures
Act and state advertising laws. In addition, states could enact legislation or
regulatory policies in the future which could require us to expend significant
resources to comply. These laws and related regulations may limit or restrict
our activities. For instance, we are limited in the criteria upon which we may
base searches of our real estate listings such as age or race. As the real
estate industry evolves in the Internet environment, legislators, regulators
and industry participants may advocate additional legislative or regulatory
initiatives. Should existing laws or regulations be amended or new laws or
regulations be adopted, we may need to comply with additional legal
requirements and incur resulting costs, or we may be precluded from certain
activities. For instance, SpringStreet.com was required to qualify and
register as a real estate agent/broker in the State of California. To date, we
have not spent significant resources on lobbying or related government issues.
Any need to significantly increase our lobbying or related activities could
substantially increase our operating costs.
Internet Industry Risks:
We depend on increased use of the Internet to expand our real estate related
advertising products and services.
If the Internet fails to become a viable marketplace for real estate content
and information, our business will not grow. Broad acceptance and adoption of
the Internet by consumers and businesses when searching for real estate and
related products and services will only occur if the Internet provides them
with greater efficiencies and improved access to information.
In addition to selling subscription products and services to real estate
professionals, we depend on selling other types of advertisements on our
family of web sites.
Our business would be adversely affected if the market for web advertising
fails to develop or develops more slowly than expected. Our ability to
generate advertising revenues from selling banner advertising and
22
sponsorships on our web sites will depend on, among other factors, the
development of the Internet as an advertising medium, the amount of traffic on
our family of web sites and our ability to achieve and demonstrate user
demographic characteristics that are attractive to advertisers. Most potential
advertisers and their advertising agencies have only limited experience with
the Internet as an advertising medium and have not devoted a significant
portion of their advertising expenditures to Internet-based advertising. No
standards have been widely accepted to measure the effectiveness of web
advertising. If these standards do not develop, existing advertisers might
reduce their current levels of Internet advertising or eliminate their
spending entirely. The widespread adoption of technologies that permit
Internet users to selectively block out unwanted graphics, including
advertisements attached to web pages, could also adversely affect the growth
of the Internet as an advertising medium. In addition, advertisers in the real
estate industry, including real estate professionals, have traditionally
relied upon other advertising media, such as newsprint and magazines, and have
invested substantial resources in other advertising methods. These persons may
be reluctant to adopt a new strategy and advertise on the Internet.
Government regulations and legal uncertainties could affect the growth of the
Internet.
A number of legislative and regulatory proposals under consideration by
federal, state, local and foreign governmental organizations may lead to laws
or regulations concerning various aspects of the Internet, including online
content, user privacy, access charges, liability for third-party activities
and jurisdiction. Additionally, it is uncertain as to how existing laws will
be applied to the Internet. The adoption of new laws or the application of
existing laws may decrease the growth in the use of the Internet, which could
in turn decrease the usage and demand for our services or increase our cost of
doing business.
Some local telephone carriers have asserted that the increasing popularity
and use of the Internet have burdened the existing telecommunications
infrastructure, and that many areas with high Internet use have begun to
experience interruptions in telephone service. These carriers have petitioned
the Federal Communications Commission to impose access fees on Internet
service providers and online service providers. If access fees are imposed,
the costs of communicating on the Internet could increase substantially,
potentially slowing the increasing use of the Internet. This could in turn
decrease demand for our services or increase our cost of doing business.
Taxation of Internet transactions could slow the use of the Internet.
The tax treatment of the Internet and electronic commerce is currently
unsettled. A number of proposals have been made at the federal, state and
local level and by various foreign governments to impose taxes on the sale of
goods and services and other Internet activities. In 1998, the Internet Tax
Freedom Act was signed into law placing a three-year moratorium on new state
and local taxes on Internet commerce. However, future laws may impose taxes or
other regulations on Internet commerce, which could substantially impair the
growth of electronic commerce.
We depend on continued improvements to our computer network and the
infrastructure of the Internet.
Any failure of our computer systems that causes interruption or slower
response time of our web sites or services could result in a smaller number of
users of our family of web sites or the web sites that we host for real estate
professionals. If sustained or repeated, these performance issues could reduce
the attractiveness of our web sites to consumers and our subscription products
and services to real estate professionals, providers of real estate related
products and services and other Internet advertisers. Increases in the volume
of our web site traffic could also strain the capacity of our existing
computer systems, which could lead to slower response times or system
failures. This would cause the number of real property search inquiries,
advertising impressions, other revenue producing offerings and our
informational offerings to decline, any of which could hurt our revenue growth
and our brand loyalty. We may need to incur additional costs to upgrade our
computer systems in order to accommodate increased demand if our systems
cannot handle current or higher volumes of traffic.
23
The recent growth in Internet traffic has caused frequent periods of
decreased performance. Our ability to increase the speed with which we provide
services to consumers and to increase the scope of these services is limited
by and dependent upon the speed and reliability of the Internet. Consequently,
the emergence and growth of the market for our services is dependent on the
performance of and future improvements to the Internet.
Our internal network infrastructure could be disrupted.
Our operations depend upon our ability to maintain and protect our computer
systems, located at our corporate headquarters in Westlake Village, California
and our other offices in Thousand Oaks, California; Dallas, Texas; Milwaukee,
Wisconsin; Phoenix, Arizona; and San Jose, California. Although we have not
experienced any material outages to date, we currently do not have a redundant
system for our family of web sites and other services at an alternate site.
Therefore, our systems are vulnerable to damage from break-ins, unauthorized
access, vandalism, fire, earthquakes, power loss, telecommunications failures
and similar events. Although we maintain insurance against fires, earthquakes
and general business interruptions, the amount of coverage may not be adequate
in any particular case.
Experienced computer programmers, or hackers, may attempt to penetrate our
network security from time to time. Although we have not experienced any
material security breaches to date, a hacker who penetrates our network
security could misappropriate proprietary information or cause interruptions
in our services. We might be required to expend significant capital and
resources to protect against, or to alleviate, problems caused by hackers. We
do not currently have a fully redundant system for our family of web sites. We
also may not have a timely remedy against a hacker who is able to penetrate
our network security. In addition to purposeful security breaches, the
inadvertent transmission of computer viruses could expose us to litigation or
to a material risk of loss.
We could face liability for information on our web sites and for products and
services sold over the Internet.
We provide third-party content on our family of web sites, particularly real
estate listings. We could be exposed to liability with respect to this third-
party information. Persons might assert, among other things, that, by directly
or indirectly providing links to web sites operated by third parties, we
should be liable for copyright or trademark infringement or other wrongful
actions by the third parties operating those web sites. They could also assert
that our third party information contains errors or omissions, and consumers
could seek damages for losses incurred if they rely upon incorrect
information.
We enter into agreements with other companies under which we share with
these other companies revenues resulting from advertising or the purchase of
services through direct links to or from our family of web sites. These
arrangements may expose us to additional legal risks and uncertainties,
including local, state, federal and foreign government regulation and
potential liabilities to consumers of these services, even if we do not
provide the services ourselves. We cannot assure you that any indemnification
provided to us in our agreements with these parties, if available, will be
adequate.
Even if these claims do not result in liability to us, we could incur
significant costs in investigating and defending against these claims. Our
general liability insurance may not cover all potential claims to which we are
exposed and may not be adequate to indemnify us for all liability that may be
imposed.
Our common stock price may be volatile, which could result in substantial
losses for individual stockholders.
The market price for our common stock is likely to continue to be highly
volatile and subject to wide fluctuations in response to factors, including
the factors described herein and the following, some of which are beyond our
control:
. actual or anticipated variations in our quarterly operating results;
24
. announcements of technological innovations or new products or services
by us or our competitors;
. changes in financial estimates by securities analysts;
. conditions or trends in the Internet, technology and/or real estate and
real estate-related industries; and
. market prices for stocks of Internet companies and other companies whose
businesses are heavily dependent on the Internet have generally proven
to be highly volatile, particularly in recent quarters.
ITEM 2. PROPERTIES
We maintain the following principal facilities:
Square Lease
Location Feet Expiration
-------- ------- ----------
Principal executive and corporate
office........................... Westlake Village, CA 137,762 2008
Web site facility................. Thousand Oaks, CA 71,948 2003
HomeBuilder.com office............ Dallas, TX 17,650 2002
SpringStreet.com office........... San Francisco, CA 17,069 2004
Operations center and offices..... Scottsdale, AZ 64,094 2007
We believe that our existing facilities and office space are adequate to
meet current requirements, and that suitable additional or substitute space
will be available as needed to accommodate any further physical expansion of
operations.
In connection with the Move.com Group acquisition in February 2001, we
acquired approximately 184,000 square footage of office and facility space
located in San Francisco, California and Westbury, New York.
ITEM 3. LEGAL PROCEEDINGS
From time to time, we are involved in legal proceedings and litigation
arising in the ordinary course of business. As of the date of this Form 10-K
and except as set forth herein, we are not a party to any litigation or other
legal proceeding that, in our opinion, could have a material adverse effect on
our business, operating results or financial condition.
On April 25, 2000, we received a request for information pertaining to our
business from the Antitrust Division of the U.S. Department of Justice, or
DOJ. The request sought information about our business as it relates to
Internet realty sites in the United States, and we have responded to that
request. Following its review under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 of our acquisition of the Move.com Group from Cendant
Corporation, the DOJ notified us in February 2001 that it would not oppose the
closing of the acquisition, but intended to continue its investigation of
certain Homestore.com agreements, including certain agreements between
Homestore.com and Cendant. Homestore.com is continuing to cooperate with the
DOJ with respect to that investigation. An unfavorable outcome of the DOJ's
investigation could adversely affect our business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
We did not submit any matters to a vote of security holders during the
fourth quarter of the year ended December 31, 2000.
25
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
The company's common stock has been traded on the Nasdaq National Market
under the symbol HOMS since the company's initial public offering on August 5,
1999. The following table shows the high and low sale prices of the common
stock as reported by the Nasdaq National Market for the periods indicated.
1999 High Low
---- ------- ------
Third Quarter (from August 5, 1999)........................ $ 59.88 $19.75
Fourth Quarter............................................. 109.00 33.00
2000
----
First Quarter.............................................. 138.00 34.00
Second Quarter............................................. 49.00 14.06
Third Quarter.............................................. 55.00 26.50
Fourth Quarter............................................. 46.88 17.44
2001
----
First Quarter (through February 28, 2001).................. 37.25 16.38
As of February 28, 2001, there were approximately 1,004 record holders of
our common stock.
Dividends
We have never declared or paid any cash dividends on our capital stock and
we do not anticipate paying any cash dividends in the foreseeable future,
except for an annual dividend of $.08 to be paid on the one share of our
Series A preferred stock held by the NAR.
Recent Sales of Unregistered Securities
Information concerning our unregistered sales of our securities during 1999
is incorporated by reference to the exhibit included on Form 10-K, file no.
000-26659, relating to sales of unregistered securities during 1999.
Information concerning our unregistered sales of our securities by the Company
during 2000 is filed as an exhibit to this Form 10-K.
Use of Proceeds
On August 4, 1999, a registration statement on Form S-1 (No.333-79689) was
declared effective by the SEC, pursuant to which 8,050,000 shares of our
common stock were offered and sold for our account at a price of $20.00 per
share, generating gross offering proceeds of $161.0 million. Each outstanding
share of preferred stock, except for one share of Series A preferred stock,
was automatically converted into five shares of common stock upon the closing
of the initial public offering. In connection with the offering, we incurred
$11.3 million in underwriting discounts and commissions, and $4.1 million in
other related expenses. The net proceeds of the offering, after deducting
underwriting discounts, commissions and offering expenses, were $145.6
million.
We have applied substantially all of the proceeds from our initial public
offering as follows: (1) $37.5 million for the repayment of the promissory
note issued in connection with the Homefair acquisition, (2) $6.3 million as a
payment under a distribution agreement, (3) $1.0 million as a payment to
RE/MAX under a marketing services agreement, (4) $900,000 for partial
repayment of a note issued in connection with the acquisition of The
Enterprise of America, Ltd., (5) $600,000 payment to the NAR under the
REALTOR.com operating agreement, and (6) approximately $99.3 million to fund
our general operations and for general corporate purposes, including working
capital, expanding sales and marketing efforts, product development, and
capital expenditures.
26
ITEM 6. SELECTED FINANCIAL DATA
You should read the following selected consolidated financial data with the
consolidated financial statements and related notes and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
appearing elsewhere in this Form 10-K. The consolidated statement of
operations data for the years ended December 31, 2000, 1999 and 1998, and the
consolidated balance sheet data as of December 31, 2000 and 1999, are derived
from the audited consolidated financial statements of Homestore.com included
elsewhere in this Form 10-K. The consolidated statement of operations data for
the years ended December 31, 1997 and 1996, and the consolidated balance sheet
data as of December 31, 1998, 1997 and 1996, have been derived from our
audited and unaudited consolidated financial statements not included in this
Form 10-K. The unaudited consolidated financial statements have been prepared
on substantially the same basis as the consolidated audited financial
statements and include all adjustments, consisting only of normal recurring
adjustments, that we consider necessary for a fair presentation of the
financial position and results of operations for the period. The unaudited pro
forma data for the year ended December 31, 1999 is derived from unaudited pro
forma condensed consolidated statement of operations included elsewhere in
this Form 10-K.
As a result of the reorganization of our holding company structure and due
to the fact that our historical results of operations, financial condition and
cash flows were insignificant prior to December 4, 1996, management believes
that a pro forma presentation, which includes a comparison of results of
operations and financial condition of NetSelect, Inc., NetSelect, LLC,
Homestore.com and RealSelect on a combined basis for 1998 and 1999 is the only
meaningful basis of presentation for investors in evaluating our historical
financial performance. See the basis of presentation described in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
The unaudited pro forma condensed consolidated statement of operations data
assume that the following transactions occurred on January 1, 1999, except for
preferred stock issued in connection with an acquisition. For this preferred
stock, the weighted average shares reflect the preferred stock as if it had
been issued as of January 1, 1999, or the date of issuance, if later:
. conversion of preferred stock in connection with the initial public
offering;
. our acquisition of SpringStreet for common stock and convertible
preferred stock equivalent to an aggregate of 5,309,058 shares of our
common stock, with an estimated fair value of $51.7 million;
. our acquisition of Homefair for 250,000 shares of our common stock, with
an estimated fair value of $11.2 million, a $37.5 million promissory
note and $35.8 million in cash and other acquisition-related expenses;
and
. the reorganization of our holding company structure in February 1999 by
merging NetSelect, Inc. and NetSelect, LLC with InfoTouch.
The unaudited consolidated pro forma data may not, however, be indicative of
the consolidated results of operations of Homestore.com that actually would
have occurred had the transactions reflected in the unaudited consolidated pro
forma results of operations occurred at the beginning of the period presented,
or of the consolidated results of operations that we may achieve in the
future.
27
Actual Pro Forma
----------------------------------------- ------------
Year Ended December 31, Year Ended
----------------------------------------- December 31,
2000 (1) 1999 1998 1997 1996 1999
--------- -------- ----- ----- ------ ------------
(in thousands, except per share amounts)
Consolidated Statement
of Operations Data:
Revenues................ $ 229,967 $ 62,580 $ -- $ 42 $1,360 $ 73,367
Cost of revenues (2).... 62,239 21,965 -- 6 42 25,753
--------- -------- ----- ----- ------ ---------
Gross profit............ 167,728 40,615 -- 36 1,318 47,614
Operating expenses:
Sales and marketing
(2)................... 175,044 85,110 -- 14 479 98,386
Product development
(2)................... 15,554 5,380 -- -- 629 7,381
General and
administrative (2).... 60,700 26,892 3 38 441 34,167
Amortization of
intangible assets..... 42,900 10,192 -- -- -- 28,476
In-process research and
development........... 4,048 -- -- -- -- --
Litigation settlement.. -- 8,406 -- -- -- 8,406
--------- -------- ----- ----- ------ ---------
Total operating
expenses.............. 298,246 135,980 3 52 1,549 176,816
--------- -------- ----- ----- ------ ---------
Loss from operations.... (130,518) (95,365) (3) (16) (231) (129,202)
Interest income
(expense), net......... 23,031 2,386 -- (1) (21) (2,844)
Other expense, net...... (7,682) (28) -- -- -- --
--------- -------- ----- ----- ------ ---------
Net loss................ (115,169) (93,007) (3) (17) (252) (132,046)
Accretion of redemption
value and dividends on
convertible preferred
stock ................. -- (2,299) -- -- -- --
--------- -------- ----- ----- ------ ---------
Net loss applicable to
common stockholders ... $(115,169) $(95,306) $ (3) $ (17) $ (252) $(132,046)
========= ======== ===== ===== ====== =========
Net loss per share
applicable to common
stockholders
Basic and diluted...... $ (1.44) $ (2.32) $ -- $ -- $ (.07) $ (2.11)
========= ======== ===== ===== ====== =========
Weighted average
shares--basic and
diluted................ 79,758 41,142 9,173 8,650 3,477 62,474
========= ======== ===== ===== ====== =========
- --------
(1) Since there are no pro forma adjustments after December 31, 1999, no pro
forma consolidated statement of operations data for the year ended
December 31, 2000 has been presented.
(2) The following chart summarizes the stock-based charges that have been
included in the following captions for the periods presented:
Actual Pro Forma
------------------------------------ ------------
Year Ended December 31, Year Ended
------------------------------------ December 31,
2000 1999 1998 1997 1996 1999
-------- -------- ---- ----- ----- ------------
(in thousands)
Cost of revenues........... $ 607 $ 943 $-- $ -- $ -- $ 1,432
Sales and marketing........ 51,381 14,726 -- -- -- 16,383
Product development........ 572 447 -- -- -- 677
General and
administrative............ 3,095 5,111 -- -- -- 5,547
-------- -------- ---- ----- ----- -------
$ 55,655 $ 21,227 $-- $ -- $ -- $24,039
======== ======== ==== ===== ===== =======
December 31,
------------------------------------
2000 1999 1998 1997 1996
-------- -------- ---- ----- -----
(in thousands)
Consolidated Balance Sheet
Data:
Cash and cash equivalents.. $180,985 $ 90,382 $ 71 $ 155 $ 36
Working capital
(deficiency).............. 292,402 40,822 1 (37) (46)
Total assets............... 918,655 276,563 71 155 77
Notes payable, long term
and current............... 411 38,576 -- -- --
Redeemable convertible
preferred stock........... -- -- -- -- --
Total stockholders' equity
(deficit)................. 634,363 195,473 (95) (133) (116)
28
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
You should read the following discussion in conjunction with the unaudited
pro forma condensed combined consolidated financial data for the years ended
December 31, 1998 and 1999 and the audited consolidated financial statements
for the year ended December 31, 2000 and related notes of Homestore.com
appearing elsewhere in this Form 10-K.
Overview
Homestore.com, Inc., or Homestore.com or Homestore, has created an online
marketplace that is the leading destination on the Internet for home and real
estate-related information, products and services, based on the number of
visitors, time spent on the web sites and number of property listings. Through
our family of web sites, Homestore provides a wide variety of information and
tools for consumers, and is the leading supplier of online media and
technology solutions for real estate industry professionals, advertisers and
providers of home and real estate-related products and services. To provide
consumers with real estate listings, access to real estate professionals and
other home and real estate-related information and resources, we have
established relationships with key industry participants. These participants
include real estate market leaders such as the National Association of
REALTORS(R), or the NAR, the National Association of Home Builders, or the
NAHB, the largest Multiple Listing Services, or MLSs, the NAHB Remodelors
Council, the National Association of the Remodeling Industry(R), or NARI, the
American Institute of Architects, or AIA, the Manufactured Housing Institute,
or MHI, real estate franchises, brokers, builders and agents. We also have
distribution agreements with a number of leading Internet portal web sites.
Basis of Presentation
Initial Business and RealSelect Holding Structure. We were incorporated in
1993 under the name of InfoTouch Corporation, or InfoTouch, with the objective
of establishing an interactive network of real estate "kiosks" for consumers
to search for homes. In 1996, we began to develop the technology to build and
operate real estate related Internet sites. Effective December 4, 1996, we
entered into a series of agreements with the NAR and several investors. Under
these agreements, we transferred technology and assets relating to advertising
the listing of residential real estate on the Internet to a newly-formed
company, NetSelect LLC, or LLC, in exchange for a 46% ownership interest in
LLC. The investors contributed capital to a newly-formed company, NetSelect,
Inc., or NSI, which owned 54% of LLC. LLC received capital funding from NSI
and in turn contributed the assets and technology contributed by InfoTouch as
well as the NSI capital to a newly formed entity, RealSelect, Inc., or
RealSelect, in exchange for common stock representing an 85% ownership
interest in RealSelect. Also effective December 4, 1996, RealSelect entered
into a number of formation agreements with and issued cash and common stock
representing a 15% ownership interest in RealSelect to the NAR in exchange for
the rights to operate the REALTOR.com(R) web site and pursue commercial
opportunities relating to the listing of real estate on the Internet.
The agreements governing RealSelect required us to terminate our remaining
activities, which were insignificant at that time, and dispose of our
remaining assets and liabilities, which we did in early 1997. Accordingly,
following the formation, NSI, LLC and InfoTouch were shell holding companies
for their investments in RealSelect.
Our initial operating activities primarily consisted of recruiting
personnel, developing our web site content and raising our initial capital. We
developed our first web site, REALTOR.com(R), in cooperation with the NAR and
actively began marketing our advertising products and services to real estate
professionals in January 1997.
Reorganization of Holding Structure. Under the formation agreements of
RealSelect, the reorganization of the initial holding structure was provided
for at an unspecified future date. On February 4, 1999, NSI stockholders
entered into a non-substantive share exchange with and were merged into
InfoTouch. In addition,
29
LLC was merged into InfoTouch. We refer to this transaction as the
Reorganization. The share exchange lacked economic substance and, therefore,
was accounted for at historical cost. For a further discussion relating to the
accounting for the Reorganization, see Notes 1, 2 and 3 of Homestore.com's
Notes to the Consolidated Financial Statements. We (InfoTouch) changed our
corporate name to Homestore.com, Inc. in August 1999.
Our historical consolidated financial statements reflect the results of
operations of Homestore.com, Inc., formerly InfoTouch. For the years ended
December 31, 1997 and 1998, and through the Reorganization on February 4,
1999, Homestore.com was a holding company whose sole business was managing its
investment in RealSelect through LLC. This investment was accounted for under
the equity method, and accordingly, Homestore.com did not record the results
of operations related to the operating entity, RealSelect, until the
Reorganization occurred on February 4, 1999. Prior to February 4, 1999, the
results of operations of RealSelect were consolidated by NSI. Thus, all
revenues through February 4, 1999, were recorded by NSI. Pro forma financial
information that includes a comparison of the results of operations of NSI,
LLC, Homestore.com and RealSelect on a combined basis for the twelve months
ended December 31, 1998 and 1999 has been presented to assist investors in
evaluating our historical financial performance. A comparison of the
historical results of operations of Homestore.com has not been presented
because the financial position, results of operations and cash flows were
insignificant for all periods presented prior to the Reorganization.
Acquisitions. In March 1998, we acquired The Enterprise of America, Ltd., or
The Enterprise, a provider of web hosting services for real estate brokers,
for $3.0 million in cash, notes and stock. In July 1998, we acquired
MultiSearch Solutions, Inc., or MultiSearch, the initial developer of the
HomeBuilder.com web site, for $8.7 million in cash, notes and stock. In June
1999, we acquired SpringStreet, Inc., or SpringStreet, for common stock and
convertible preferred stock equivalent to an aggregate of 5,309,058 shares of
common stock. In October 1999, we acquired all of the outstanding capital
stock of The Homebuyer's Fair, Inc. and FAS-Hotline, Inc., collectively
Homefair, for $35.8 million in cash and other acquisition-related expenses, a
$37.5 million promissory note and 250,000 shares of our common stock. In May
2000, we acquired WyldFyre Technologies, Inc., or WyldFyre, a leading
developer of technology solutions for real estate professionals to access
multiple listing service (MLS) information via the Internet, for $34.0 million
in stock. In June 2000, we acquired Top Producer Systems, Inc., or Top
Producer, a provider of leads management and marketing software for real
estate professionals, for $24.2 million in cash and stock. Contingent purchase
price payments of approximately $16.2 million may also be paid in cash or
stock, if certain defined targets are met during the years ended December 31,
2000 through December 31, 2004. In September 2000, we acquired The Hessel
Group, a leading provider of technology-driven solutions and services to the
relocation industry, for $15.0 million in cash and assumption of The Hessel
Group's options with an estimated fair value of $4.5 million.
In February 2001, we completed the acquisitions of Move.com, Inc. and
Welcome Wagon International, Inc, or collectively referred to as the Move.com
Group, from Cendant Corporation, or Cendant, in an all stock transaction
valued at approximately $757.3 million. In connection with the acquisitions,
we issued an aggregate of 21.4 million shares of our common stock in exchange
for all the outstanding shares of capital stock of the Move.com Group, and
assumed approximately 3.2 million outstanding stock options of Move.com, Inc.
Cendant is restricted in its ability to sell the Homestore.com shares it
received in the acquisition and has agreed to vote such shares on all
corporate matters in proportion to the voting decisions of all other
stockholders. In addition, Cendant has agreed to a ten-year standstill
agreement that, under most conditions, prohibits Cendant from acquiring
additional Homestore.com shares. The acquisition will be accounted for as a
purchase in accordance with generally accepted accounting principles.
We anticipate an increase in absolute dollars for revenues, cost of
revenues, operating expenses and amortization of intangibles in connection
with the Move.com Group acquisition.
We may seek to continue to expand our current offerings by acquiring
additional businesses, technologies, product lines or service offerings from
third parties. We may be unable to identify future acquisition targets and may
be unable to complete future acquisitions. Even if we complete an acquisition,
we may have difficulty in
30
integrating it with our current offerings, and any acquired features,
functions or services may not achieve market acceptance or enhance our brand
loyalty. Integrating newly acquired organizations and products and services
could be expensive, time consuming and a strain on our resources.
Accounting Policies
Revenues. We derive our revenues principally from the sale of subscription
products, consisting of online media and technology solutions for home and
real estate professionals, including web site development, to real estate
agents and brokers, home builders, financial service companies and property
owners and managers. Revenue from technology solutions are derived from the
following: (i) software license revenue (ii) support and service revenues, and
(iii) web site development revenues. We recognize revenues from software
transactions in accordance with provisions of Statement of Position, or SOP,
97-2, "Software Revenue Recognition." Revenues from the sale of software
products are recognized upon delivery of the products and satisfaction of
related obligations, if any, provided that persuasive evidence of an
arrangement exists, the fee is fixed and determinable and collection of the
resulting receivable is probable. For contracts with multiple elements (e.g.,
delivered and undelivered products, support and other services), we allocate
revenues to the undelivered elements of the contract based on vendor-specific
objective evidence of its fair value. This vendor-specific objective evidence
of fair value is the sales price of the element when sold separately or the
renewal rate specified in the arrangement for licensing arrangements with
terms of one year to 18 months that include customer support and unspecified
software updates. Revenues allocated to undelivered elements are recognized
when all revenue recognition criteria are met. Support and services revenues
are recognized ratably over the period of the support contract. Payments for
support and services are generally made in advance and are non-refundable. The
products are sold in annual subscriptions and, accordingly, we defer these
revenues and recognize them ratably over the life of the contract, generally
12 months. These prepayments appear on our balance sheet as deferred revenues.
Contracts involving web site development are accounted for using the
percentage-of-completion method which is generally determined based on
development costs incurred relative to total estimated costs.
We also sell advertising banners and traditional Internet sponsorships on
our web sites. We sell banner advertising pursuant to contracts with terms
varying from three months to three years, which may include the guarantee of a
minimum number of impressions or times that an advertisement appears in pages
viewed by the users. This advertising revenue is recognized ratably based upon
the lesser of impressions delivered over the total number of guaranteed
impressions or ratably over the period in which the advertisement is
displayed. Equity exchanged for services is recognized during the period in
which the services are provided. We record and measure the value of equity
received in exchange for services in accordance with Emerging Issues Task
Force, or EITF, 00-8 "Accounting by a Grantee for an Equity Instrument to Be
Received in Conjunction with Providing Goods or Services." We recognize
revenues from advertising barter transactions in accordance with EITF 99-17,
"Accounting for Advertising Barter Transactions." Revenues from these
transactions are recognized during the period in which the impressions are
delivered. The services provided are valued based on similar cash transactions
which have occurred within six months prior to the date of the barter
transaction. During the year ended December 31, 2000, revenues from equity-
for-services and advertising barter transactions were less than 5% of
revenues. There were no revenues from these type of transactions during the
year ended December 31, 1999.
Cost of revenues. Cost of revenues consists of salaries, benefits,
consulting fees and equipment costs related to our web site operations, credit
card processing fees and data aggregation costs. Cost of revenues also
includes royalties paid to third-party real estate listings providers. These
royalties are capitalized and amortized over the related contract period and
are classified on our balance sheet as deferred royalties. Also included in
cost of revenues are stock-based charges attributed to cost of revenues.
Real estate listings providers generally receive 10% to 12% of the gross
revenues that we generate from their listings. Some real estate listings
providers have entered into national arrangements with us, under which we have
the exclusive right to list their properties on the Internet. The royalty rate
for agreements with these real
31
estate listings providers is slightly higher than for other providers. We also
make royalty payments to the NAR under the terms of our Operating Agreement.
We anticipate continuing increases in cost of revenues in absolute dollars as
our revenues increase. We also expect that cost of revenues will increase as
we continue to make investments to increase the capacity and speed of our
family of web sites.
Sales and marketing. Sales and marketing expenses include salaries, sales
commissions, benefits, travel and related expenses for our direct sales force,
customer service, marketing, and sales support functions. Sales and marketing
expenses also include fees associated with our Internet portal distribution
agreements and marketing and listing agreements with real estate franchises.
These fees are amortized on a pro rata basis over the terms of the agreements.
We expect to increase the absolute dollar amount of spending in sales and
marketing activities over the next year in an effort to drive consumer traffic
to our family of web sites and increase brand awareness. Also included in
sales and marketing are stock-based charges attributed to sales and marketing
activities.
Product development. Product development costs include expenses for the
development of new or improved technologies designed to enhance the
performance of our family of web sites, including salaries and related
expenses for our web site design staff, as well as costs for contracted
services, content, facilities and equipment. We believe that a significant
level of product development activity and expense is required in order to
remain competitive with new and existing web sites. Accordingly, we anticipate
that we will continue to devote substantial resources to product development
and that the absolute dollar amount of these costs will increase in future
periods. Also included in product development are stock-based charges
attributed to product development activities.
General and administrative. General and administrative expenses include
salaries, benefits and expenses for our executive, finance, legal and human
resources personnel. In addition, general and administrative expenses include
occupancy costs, fees for professional service, and other general corporate
related costs. We expect general and administrative expenses to increase in
absolute dollars as we continue to expand our administrative infrastructure to
support the anticipated growth of our business. Also included in general and
administrative expenses are stock-based charges attributed to general and
administrative activities.
Amortization of intangible assets. Amortization of intangible assets
consists of goodwill and other purchased intangibles resulting from our
acquisition activities. Goodwill and all other purchased intangibles are being
amortized on a straight-line basis over the estimated periods of benefit
ranging from three to fifteen years. We anticipate an increase in amortization
of intangible assets in connection with the acquisition of the Move.com Group.
We have only a limited operating history under our current business model.
Our prospects must be considered in light of the risks, uncertainties,
expenses and difficulties frequently encountered by companies in their early
stages of development, particularly companies in new and rapidly evolving
markets such as the Internet. To address these risks, we must, among other
things, be able to continue to respond to highly competitive developments,
attract, retain and motivate qualified personnel, implement and successfully
execute our marketing plans, continue to upgrade our technologies, develop new
distribution channels, and improve operational and financial systems. Although
our revenues have grown significantly in recent periods, we may be unable to
sustain this growth. Therefore, you should not consider our historical growth
indicative of future revenue levels or operating results. We may never achieve
net income, and, if we do, we may not be able to sustain it. A more complete
description of other risks relating to our business is set forth under the
caption "Risk Factors."
32
Results of Operations
The following tables set forth certain pro forma and actual consolidated
statement of operations data. Since there were no pro forma adjustments after
December 31, 1999, no pro forma consolidated statements of operations for the
year ended December 31, 2000 has been presented. The pro forma consolidated
statement of operations data for the periods indicated assumes that the
following transactions had occurred as of January 1, 1998:
. our acquisition of The Enterprise for 525,000 shares of common stock,
with an estimated fair value of $525,000, a $2.2 million note payable,
and $705,000 in cash and other acquisition-related expenses;
. our acquisition of MultiSearch for convertible preferred stock
equivalent to 1,625,000 shares of our common stock, with an estimated
fair value of $4.8 million, a $3.6 million note payable and $875,000 in
cash and other acquisition-related expenses;
. our acquisition of SpringStreet for common stock and convertible
preferred stock equivalent to an aggregate of 5,309,058 shares of our
common stock, with an estimated fair value of $51.7 million;
. our acquisition of Homefair for 250,000 shares of our common stock, with
an estimated fair value of $11.2 million, a $37.5 million promissory
note, and $35.8 million in cash and other acquisition-related expenses;
and
. the reorganization of our holding company structure as previously
described.
The unaudited consolidated pro forma data may not, however, be indicative of
the consolidated results of operations of Homestore.com that actually would
have occurred had the transactions reflected in the unaudited consolidated pro
forma results of operations occurred at the beginning of the periods
presented, or of the consolidated results of operations that we may achieve in
the future.
Actual Pro Forma
------------ -------------------
Year Ended
Year Ended December 31,
December 31, -------------------
2000 1999 1998
------------ --------- --------
(in thousands)
Consolidated Statement of Operations Data:
Revenues..................................... $ 229,967 $ 73,367 $ 23,123
Cost of revenues (1)......................... 62,239 25,753 10,274
--------- --------- --------
Gross profit................................. 167,728 47,614 12,849
Operating expenses:
Sales and marketing (1)..................... 175,044 98,386 35,066
Product development (1)..................... 15,554 7,381 5,663
General and administrative (1).............. 60,700 34,167 31,338
Amortization of intangible assets........... 42,900 28,476 27,897
In-process research and development......... 4,048 -- --
Litigation settlement....................... -- 8,406 --
--------- --------- --------
Total operating expenses.................... 298,246 176,816 99,964
--------- --------- --------
Loss from operations......................... (130,518) (129,202) (87,115)
Interest income (expense), net............... 23,031 (2,844) (6,090)
Other expense, net........................... (7,682) -- --
--------- --------- --------
Net loss..................................... $(115,169) $(132,046) $(93,205)
- --------
(1) The following chart summarizes the stock-based charges that have been
included in the following captions for the periods presented:
Actual Pro Forma
------------ ---------------
Year Ended
Year Ended December 31,
December 31, ---------------
2000 1999 1998
------------ ------- -------
(in thousands)
Cost of revenues.................................. $ 607 $ 1,432 $ 141
Sales and marketing............................... 51,381 16,383 506
Product development............................... 572 677 78
General and administrative........................ 3,095 5,547 19,730
------- ------- -------
$55,655 $24,039 $20,455
======= ======= =======
33
Actual Pro Forma
------ -----------
2000 1999 1998
------ ---- ----
As a Percentage of Revenues:
Revenues.................................................. 100% 100% 100%
Cost of revenues.......................................... 27 35 44
--- ---- ----
Gross profit.............................................. 73 65 56
--- ---- ----
Operating expenses:
Sales and marketing..................................... 76 134 152
Product development..................................... 7 10 24
General and administrative.............................. 26 47 135
Amortization of intangible assets....................... 19 39 121
In process research and development..................... 2 -- --
Litigation settlement................................... -- 11 --
--- ---- ----
Total operating expenses.................................. 130 241 432
--- ---- ----
Loss from operations...................................... (57) (176) (376)
Interest income (expense), net............................ 10 (4) (27)
Other expense, net........................................ (3) -- --
=== ==== ====
Net loss.................................................. (50)% (180)% (403)%
=== ==== ====
For the Years Ended December 31, 2000 and 1999
Revenues
Revenues increased to $230.0 million in 2000 from pro forma revenues of
$73.4 million in 1999. The increase was primarily due to increased revenue
from professional subscriptions as well as an increase in advertising revenue.
Subscription revenues, which represented approximately 54% of total revenues
for 2000, grew 185% from 1999. The growth in revenue from professional
subscriptions was due to increases in the number of professionals on the
Homestore.com family of web sites as well as an increase in the average
revenue per subscription. Also contributing to the increase was sales of
technology products as well as web development fees. The number of
professional subscriptions increased by 52% to approximately 145,000 compared
to totals at December 31, 1999 and was driven, in part, by bulk purchases from
national franchises. We anticipate that we will have an increase in the number
of professional subscribers and corresponding increases to revenues in
connection with the acquisition of the Move.com Group, resulting in
subscriptions representing a larger percentage of total anticipated revenues
in 2001.
Advertising revenues, which represented approximately 46% of total revenues
for 2000, grew 250% from 1999. The increase was driven primarily by increases
in advertising and sponsorship arrangements. Although our advertising revenue
has grown significantly in recent periods, we may be unable to sustain growth
as there has been a softening in the online advertising market in general. If
this softening continues or worsens, our advertising revenues could be
adversely affected.
Cost of Revenues
Cost of revenues, including non-cash stock-based charges, increased to $62.6
million in 2000 from pro forma cost of revenues of $25.7 million in 1999. The
increase was due primarily to our overall increased sales volume, increased
salaries, increase in royalties, and hosting costs during 2000 as compared to
1999. We anticipate continuing increases in cost of revenues in absolute
dollars as our revenues increase and we continue to make capital investments
to increase the capacity of our family of web sites in order to accommodate
traffic increases.
Gross margin percentage for 2000 was 72.9%, up from pro forma gross margin
percentage of 64.9% for 1999. The increase in gross margin percentage was
primarily due to renewal of subscriptions as well as the continuing effort to
leverage our existing web site operations.
34
Operating Expenses
Sales and marketing. Sales and marketing expenses increased to $175.0
million in 2000 from pro forma sales and marketing of $98.4 million in 1999.
The increase was primarily attributable to a significant increase in costs
associated with Internet portal distribution agreements and marketing and
listing agreements, which we entered into during the third and fourth quarter
of 1999. The increase was also due to increased salaries and commissions.
Increases in advertising for our branding campaign, promotional material, and
trade show expenses during 2000 also contributed to the increase. The increase
was also due to the inclusion of stock-based charges in sales and marketing.
These stock-based charges increased by $36.6 million to $51.3 million in 2000
from $14.7 million in 1999.
Product development. Product development expenses increased to $15.6 million
in 2000 from pro forma product development of $7.4 million in 1999. The
increase in product development costs was due to increased costs associated
with the continuing expansion of the Homestore.com web sites and the
integration of our acquisitions into our family of web sites, as well as
product development costs from our acquisitions of WyldFyre, Top Producer and
The Hessel Group in 2000.
General and administrative. General and administrative expenses increased to
$60.7 million in 2000 from pro forma general and administrative expenses of
$34.2 million in 1999. The increase was primarily due to hiring key management
personnel and increased staffing levels required to support our significant
growth and expanded operations and infrastructure as well as increases in
legal and other professional fees. Facility costs increased primarily due to
our new corporate and central service offices. The increase was partially
offset by a decrease in stock-based charges in general and administrative
expenses. These stock-based charges decreased by $2.0 million to $3.1 million
in 2000 from $5.1 million in 1999.
Amortization of intangible assets. Amortization of intangible assets was
$42.9 million in 2000 compared to pro forma amortization of $28.5 million in
1999. The increase in amortization was due to the acquisitions of WyldFyre,
Top Producer and The Hessel Group in 2000.
In-process research and development. During 2000, our acquisitions of
WyldFyre and Top Producer resulted in write-offs of in-process research and
development, or IPR&D, of $4.0 million. The fair value of the IPR&D for each
of the acquisitions was determined using the income approach. The income
approach included assumptions relating to revenue estimates, operating
expenses, income taxes and discount rates. The IPR&D was comprised of seven
projects and was charged to expense during the year ended December 31, 2000.
Litigation Settlement. On October 22, 1999, we announced a settlement of
litigation with Cendant. As part of the settlement, Cendant received 250,000
shares of our common stock. We incurred a non-cash charge of $8.4 million in
connection with the issuance of the 250,000 shares of our common stock in the
year ended December 31, 1999.
Interest Income, Net
Interest income, net increased to $23.0 million in 2000 from pro forma
interest income, net of $2.4 million in 1999. The increase was primarily due
to interest income earned on a higher average cash balances as a result of
proceeds received from our follow-on public offering which was completed in
January 2000.
Other Expense, Net
Other expense, net increased to $7.7 million in 2000 from pro forma other
expense, net of $28,000 in 1999. The increase was primarily due to the
accretion of the distribution obligation relating to a marketing and
distribution agreement.
35
Income Taxes
As a result of operating losses and our inability to recognize a benefit
from our deferred tax assets, we have not recorded a provision for income
taxes in 2000 and 1999. As of December 31, 2000, we had $189.6 million of net
operating loss carryforwards for federal income tax purposes, which expire
beginning in 2007. We have provided a full valuation allowance on our deferred
tax assets, consisting primarily of net operating loss carryforwards, due to
the likelihood that we may not generate sufficient taxable income during the
carry-forward period to utilize the net operating loss carryforwards.
Stock-Based Charges
Stock. In March 2000, we issued 1,085,271 shares of our common stock valued
for accounting purposes at approximately $70.0 million to Budget Group, Inc.,
or BGI, in connection with entering into a ten-year strategic alliance
agreement that allows us to participate in online and offline BGI marketing
activities.
In April 2000, we entered into a five-year marketing and distribution
agreement with AOL. In exchange for entering into this agreement, we paid AOL
$20.0 million in cash and issued to AOL approximately 3.9 million shares of
our common stock. In the agreement, we have guaranteed that the 30-day average
closing price, related to 60%, 20% and 20% of the shares we issued, will be
$68.50 per share on the third, fourth and fifth anniversaries of the
agreement, respectively. This guarantee only applies to shares that continue
to be held by AOL at the end of each respective year. In connection with this
agreement, we recorded $186 million in prepaid distribution expense included
in current and non-current assets that will be recognized as stock-based
charges over the five-year marketing agreement.
Warrants. In February 2000, we issued warrants to purchase up to 470,089
shares of our common stock at an exercise price of $66.50 to the Broker Gold
program members who elected to renew their existing listing agreements with us
for an additional two years at the end of their existing two-year term. All
warrants issued were fully vested, non-forfeitable and were immediately
exercisable. We incurred a charge of approximately $21.9 million which is
being recognized as expense over the remaining term of the initial two year
Broker Gold program agreements.
In March 2000, in connection with a marketing agreement we issued warrants
to purchase 400,000 shares of our common stock at an exercise price of $35.63
per share. All warrants issued were fully vested, non-forfeitable and were
immediately exercisable. We incurred a non-cash charge of $5.0 million which
is being recognized as expense over the three years.
Throughout 2000, we issued warrants to purchase 30,739 shares of our common
stock at a weighted average price of $85.45 per share to Multiple Listing
Services, or MLSs, that agreed to provide their real estate listings to us for
publication on the Internet on a national basis. All warrants issued were
fully vested, non-forfeitable and were immediately exercisable. We incurred a
total non-cash charge of approximately $1.8 million which is being recognized
as expense over the term of the applicable MLS agreement, approximately two to
three years.
Pro Forma for the Years Ended December 31, 1999 and 1998
Revenues
Pro forma revenues increased to $73.4 million in 1999 from $23.1 million in
1998. The increase was primarily due to increased revenue from professional
subscriptions as well as an increase in advertising revenue. The growth in
revenue from professional subscriptions was due to an increase in the number
of subscribers on our family of web sites. The growth in advertising revenue
was primarily driven by increased sponsorships, including various alliance
agreements. Banner advertising revenues also increased primarily as a result
of increased traffic to our web sites in 1999 as compared to 1998.
36
Cost of Revenues
Pro forma cost of revenues increased to $25.8 million in 1999 from $10.3
million in 1998. The increase was due primarily to our overall increased sales
volume and increased activity during 1999 as compared to 1998.
Our pro forma gross margin percentage in 1999 was 65%, up from 56% for 1998,
primarily due to increased advertising revenue. The increase was also due to
the inclusion of stock-based charges in cost of revenues. These stock-based
charges increased by $1.3 million to $1.4 million in 1999 from $141,000 in
1998.
Operating Expenses
Sales and marketing. Pro forma sales and marketing expenses increased to
$98.4 million in 1999 from $35.1 million in 1998. The increase was primarily
attributable to a significant increase in costs associated with Internet
portal distribution agreements and marketing and listing agreements, which we
entered into throughout 1998 and 1999. The increase was also due to the
significant growth of our direct sales force in the third and fourth quarters
of 1998, resulting in increased salaries and commissions and related travel
and entertainment expenses. Increased sales volume also contributed to an
increase in sales related collateral materials. Increases in advertising,
promotional material and trade show expenses also contributed to the increase.
The increase was also due to the inclusion of stock-based charges in sales and
marketing. These stock-based charges increased by $15.9 million to $16.3
million in 1999 from $506,000 in 1998.
Product development. Pro forma product development expenses increased to
$7.4 million in 1999 from $5.7 million in 1998. The increase was primarily due
to costs associated with the launch of Remodel.com and the re-launch of the
Homestore.com web site, including salaries and related expenses for staff, as
well as contracted services. The increase was also due to the inclusion of
stock-based charges in product development. These stock-based charges
increased by $599,000 to $677,000 in 1999 from $78,000 in 1998.
General and administrative. Pro forma general and administrative expenses
increased to $34.2 million in 1999 from $31.3 million in 1998. The increase
was primarily due to hiring key management personnel and increased staffing
levels required to support our significant growth and expanded operations and
infrastructure as a public company. Facility costs associated with our new
corporate office also increased. This increase was offset by the inclusion of
stock-based charges in general and administrative expenses. These stock-based
charges decreased by $14.2 million to $5.5 million in 1999 from $19.7 million
in 1998.
Amortization of intangible assets. Pro forma amortization of intangible
assets was $28.5 million in 1999 compared to $27.9 million in 1998.
Stock-Based Charges
Stock Options. In connection with the grant of stock options to employees
during 1997, 1998 and 1999, we recorded aggregate deferred compensation of
approximately $23.9 million. This deferred compensation represented the
difference between the deemed fair value of our common stock for accounting
purposes and the exercise price of these options at the date of grant.
Deferred compensation is presented as a reduction of stockholders' equity and
amortized over the vesting period of the applicable options, generally four
years.
Stock. In August 1998, we sold convertible preferred stock equivalent to
8,320,245 shares of common stock at a purchase price of $4.80 per share and
8,369,955 shares of common stock at a purchase price of $1.26 per share. We
incurred a non-cash charge of $18.9 million for the year ended December 31,
1998, which represents the difference between the deemed fair value of the
stock and the price paid by the investors as stock-based compensation in 1998.
This stock-based charge is included in the stock-based charges line item.
During 1999, we recorded as pro forma deferred compensation the $6.0 million
difference between the deemed fair value of the stock sold in connection with
our Broker Gold program and the price paid. We are amortizing this amount
ratably over the two-year term of the Broker Gold agreements, resulting in a
non-cash charge of $2.8 million in 1999.
37
Warrants. In April 1998, in connection with a web portal distribution
agreement, we issued warrants to purchase 792,752 shares of our common stock
at a weighted average exercise price of $7.00 per share. We incurred a total
charge of $12.6 million which is being amortized over the remaining term of
the distribution agreement, approximately two years.
In February 1999, we closed a private equity offering to real estate brokers
under our Broker Gold program. We also issued warrants to purchase up to
364,110 shares of our common stock with an exercise price of $20.00 per share.
All warrants issued are fully vested, non-forfeitable and are immediately
exercisable. We incurred a charge of approximately $4.1 million which is being
recognized as expense over the remaining term of the initial two-year Broker
Gold program agreements.
Throughout 1999, we issued warrants to purchase 910,844 shares of common
stock at a weighted average exercise price of $21.18 per share to MLSs that
agreed to provide their real estate listings to us for publication on the
Internet on a national basis. All warrants issued are fully vested, non-
forfeitable and were immediately exercisable. We incurred a total charge of
approximately $11.2 million which is being recognized as expense over the term
of the applicable MLS agreement, approximately one to two years.
In August 1999, in connection with a marketing agreement,, we issued
warrants to purchase 500,000 shares of our common stock at an exercise price
of $20.00 per share. All warrants are fully vested, non-forfeitable and were
immediately exercisable. We incurred a total charge of approximately
$3.5 million which is being recognized as expense over the two-year term of
the agreement.
In October 1999, in connection with a marketing agreement, we issued
warrants to purchase 119,048 shares of our common stock at an exercise price
of $42.00 per share. All warrants are fully vested, non-forfeitable and were
immediately exercisable. We incurred a total charge of approximately
$1.1 million which is being recognized as expense over the two-year term of
the agreement.
Litigation Settlement. On October 22, 1999, we announced a settlement of
litigation with Cendant. As part of the settlement, Cendant received 250,000
shares of our common stock. We incurred a non-cash charge of $8.4 million in
connection with the issuance of the 250,000 shares of our common stock in the
year ended December 31, 1999.
Interest and Other Expense, Net
Pro forma interest income consists of earnings on our cash and cash
equivalents, net of (1) imputed interest expense on the notes payable issued
in connection with our acquisitions of The Enterprise and MultiSearch and (2)
interest expense incurred on the note payable issued in connection with our
Homefair acquisition. Interest and other expense decreased to $2.8 million in
1999 from $6.1 million in 1998. The decrease was primarily due to interest
income earned on a higher average cash balances as a result of our initial
public offering proceeds.
Income Taxes
As a result of operating losses and our inability to recognize a benefit
from our deferred tax assets, we have not recorded a provision for income
taxes in 1999 and 1998.
Liquidity and Capital Resources
The cash flow information presented below includes the combined cash flow
statements derived from the combined financial statements for the years ended
December 31, 1999 and 1998 of Homestore.com and NetSelect.
Since 1993, we have funded our operations and met our capital expenditure
requirements through the sale of equity securities, cash generated from the
sale of our products and services and, to a lesser extent, equipment lease
financing. At December 31, 2000, we had cash equivalents of approximately $181
million, short-term
38
investments of approximately $75.3 million and restricted cash of $90 million
totaling approximately $346.3 million as compared to $90.4 million at December
31, 1999.
Cash used in operating activities of $46.9 million for the year ended
December 31, 2000 was primarily attributable to the net loss of $115.2
million, increases in accounts receivable of $31.5 million, prepaid
distribution expense of $18.2 million and other assets of $19.3 million. This
decrease in cash used in operating activities was primarily offset by
depreciation, amortization and accretion of $53.0 million, stock-based charges
of $55.7 million, in-process research and development of $4.0 million and
increases in accounts payable and accrued liabilities of $22.9 million and
deferred revenue of $2.3 million. Net cash used in operating activities was
$51.0 million in 1999 and $28.2 million in 1998. Net cash used in operating
activities in each of these periods was primarily the result of net operating
losses and payments required to be made relating to our Internet portal
distribution and marketing and listing agreements entered into in 1998. These
operating cash outflows were partially offset by depreciation, amortization
and non-cash equity charges and increases in accounts payable, accrued
liabilities and deferred revenues.
Cash used in investing activities of $193.1 million for the year ended
December 31, 2000 was attributable to capital expenditures of $43.1 million,
net purchases of short-term investments consisting primarily of commercial
paper of $73.5 million and other investments of $33.9 million. Cash of $42.5
million was also used for acquisitions. Net cash used in investing activities
was $29.0 million in 1999, compared to $5.3 million in 1998. To date, our
investing activities have consisted of acquisitions, purchases of property and
equipment and strategic operating agreements. In June 1999, we acquired
SpringStreet for common stock and convertible preferred stock and assumed
$10.2 million in cash. In October 1999, we used $35.0 million in cash to fund
part of the purchase price for Homefair. In March 1998 and July 1998, we
acquired The Enterprise and MultiSearch, respectively for an aggregate
purchase price of $11.7 million, of which $1.6 million represented cash
payments. Capital expenditures for property and equipment totaled $3.9 million
and $4.0 million in 1998 and 1999, respectively. During 1999, an additional
$3.0 million of capital expenditures were funded through an equipment lease
financing arrangement.
Cash provided by financing activities of $330.7 million for the year ended
December 31, 2000 was attributable to our follow-on public offering of common
stock of $428.9 million, repayment of notes from stockholders' of $2.5
million, the effect of subsidiary equity transactions of $10.9 million, and
proceeds from the exercise of options and warrants and the employee stock
purchases of $23.4 million. In January 2000, we completed our follow-on public
offering to the public in which we sold 4,073,139 shares of our common stock
at a price of $110 per share, raising approximately $428.9 million, after
deducting underwriting discounts, commissions and offering expenses. This
increase was offset by the transfer of $90 million to restricted cash in
conjunction with a distribution agreement, repayment of notes payable of
$38.6 million, and issuance of notes receivable of $6.5 million. Net cash
provided by financing activities was $155.6 million in 1999 and $45.1 million
in 1998. Cash was provided primarily from net proceeds from the sale of our
common and preferred stock. In April 1999, we issued convertible preferred
stock equivalent to 1,704,775 shares of common stock for $17.0 million. In
August 1999, we completed our initial public offering in which we sold
8,050,000 shares of our common stock at a price of $20.00 per share, raising
approximately $145.6 million, after deducting underwriting discounts and
commissions and offering expenses. We also repurchased shares of our common
and preferred stock in 1998 and 1999 and repaid notes payable.
In March 2000, we issued 1,085,271 shares of our common stock with an
estimated fair value of approximately $70.0 million to Budget, Inc., or BGI,
in connection with entering into a ten-year strategic alliance agreement that
allows us to participate in online and offline BGI marketing activities. In
this agreement, we have guaranteed that the price of the shares issued to BGI
will be $64.50 per share on any trading day during the six month period after
the second anniversary of the agreement. BGI has the right, during this
period, to require us, with respect to each share as to which the right is
exercised, in our discretion, to i) pay to BGI an amount in cash equal to the
excess of the guaranteed price over the average price of the period ("the Put
Amount"), ii) issue and deliver to BGI the number of common stock with a value
per share equal to the Put Amount, or iii) repurchase all of the shares of the
stock at the guaranteed price.
39
In April 2000, we entered into a five-year marketing and distribution
agreement with America Online, Inc., or AOL. In exchange for entering into
this agreement, we paid AOL $20.0 million in cash and issued to AOL
approximately 3.9 million shares of our common stock. In the agreement, we
have guaranteed that the 30-day average closing price, related to 60%, 20% and
20% of the shares we issued, will be $68.50 per share on the third, fourth and
fifth anniversaries of the agreement, respectively. This guarantee only
applies to shares that continue to be held by AOL at the end of each
respective year. At December 31, 2000, we recorded $189.8 million in other
non-current liabilities, which represents the fair market value of the 3.9
million shares of our stock issued upon entering the agreement and the
guarantee of the stock. The difference between the total guaranteed amount and
the liability recorded is being recorded as other expense over the term of the
agreement. In connection with the guarantee, we have established a $90.0
million letter of credit and are required to pledge an amount equal to the
unused portion of the letter of credit. As of December 31, 2000, we have
pledged $90.0 million in cash equivalents towards this letter of credit which
is classified as restricted cash on the balance sheet. This letter of credit
can be drawn against by AOL in the event that our 30-day average closing price
is less than $68.50 at the end of each respective guarantee date. The letter
of credit will be reduced to $50.0 million at the end of the third anniversary
of the agreement. The term of the agreement may be reduced if AOL draws more
than $40.0 million from the letter of credit at the end of the third year
anniversary of the agreement.
In February 2001, we completed the acquisition of the Move.com Group from
Cendant in an all stock transaction valued at approximately $757.3 million. In
connection with the acquisition, we issued an aggregate of approximately 21.4
million shares of our common stock in exchange for all the outstanding shares
of capital stock of Move.com, Inc. and Welcome Wagon International, Inc. and
assumed approximately 3.2 million outstanding stock options of Move.com, Inc.
At December 31, 2000, we had cash and cash equivalents of approximately $181
million, short-term investments of approximately $75.3 million and restricted
cash of $90 million totaling approximately $346.3 million. We have no material
commitments for capital expenditures over the next twelve months. We also have
total minimum lease obligations of approximately $44.0 million under certain
noncancelable operating leases through 2005 and approximately $11.4 million in
internet portal distribution obligations through December 2003. We currently
anticipate that our existing cash and cash equivalents and any cash generated
from operations will be sufficient to fund our operating activities, capital
expenditures and other obligations through at least the next 12 months.
However, we may need to raise additional funds in order to fund more rapid
expansion, to expand our marketing activities, to develop new or enhance
existing services or products, to satisfy our obligations to BGI or AOL as
described above, to respond to competitive pressures or to acquire
complementary services, businesses or technologies. If we are not successful
in generating sufficient cash flow from operations, we may need to raise
additional capital through public or private financing, strategic
relationships or other arrangements. This additional funding, if needed, might
not be available on terms acceptable to us, or at all. Our failure to raise
sufficient capital when needed could have a material adverse effect on our
business, results of operations and financial condition. If additional funds
were raised through the issuance of equity securities, the percentage of our
stock owned by our then-current stockholders would be reduced. Furthermore,
these equity securities might have rights, preferences or privileges senior to
those of our common and preferred stock.
Recent Accounting Developments
In June 1998, the Financial Accounting Standards Board, or FASB, issued
Statement of Financial Accounting Standards No. 133, or SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." The statement
requires the recognition of all derivatives as either assets or liabilities in
the balance sheet and the measurement of those instruments at fair value. The
accounting for changes in the fair value of a derivative depends on the
planned use of the derivative and the resulting designation. Because we do not
currently hold any derivative instruments and do not engage in hedging
activities, the impact of the adoption of SFAS No. 133 is not currently
expected to have a material impact on our financial position, results of
operations or cash flows. We will be required to implement SFAS No. 133 in the
first quarter of fiscal 2001.
40
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101, or SAB No. 101, Revenue Recognition in Financial
Statements. SAB No. 101 provides guidance for revenue recognition under
certain circumstances. The adoption of SAB No. 101 in the fourth quarter of
2000 did not have a significant impact on our financial position, results of
operations or cash flows.
In March 2000, the FASB issued FASB Interpretation No. 44, or FIN No. 44,
Accounting for Certain Transactions Involving Stock Compensation an
Interpretation of APB Opinion No. 25. FIN No. 44 clarifies the application of
Opinion No. 25 for (a) the definition of employee for purposes of applying
Opinion No. 25, (b) the criteria for determining whether a plan qualifies as a
noncompensatory plan, (c) the accounting consequence of various modifications
to the terms of a previously fixed stock option or award, and (d) the
accounting for an exchange of stock compensation awards in a business
combination. FIN No. 44 became effective July 1, 2000, but certain conclusions
cover specific events that occur after either December 15, 1998, or January
12, 2000. The adoption of FIN No. 44 did not have a significant impact on our
financial position, results of operations or cash flows.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk. Our exposure to market rate risk for changes in interest
rates relates primarily to the our investment portfolio. We have not used
derivative financial instruments in our investment portfolio. We invest our
excess cash in debt instruments of the U.S. Government and its agencies, and
in high-quality corporate issuers and, by policy, this limits the amount of
credit exposure to any one issuer.
Investments in both fixed rate and floating rate interest earning
instruments carries a degree of interest rate risk. Fixed rate securities may
have their fair market value adversely impacted due to a rise in interest
rates, while floating rate securities may produce less income than expected if
interest rates fall.
41
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
----
Unaudited Pro Forma Condensed Consolidated Financial Information
Statement of Operations Overview........................................ 43
Unaudited Pro Forma Condensed Consolidated Statement of Operations...... 44
Notes to Unaudited Pro Forma Condensed Consolidated Statement of
Operations............................................................. 45
Homestore.com, Inc. Consolidated Financial Statements
Report of Independent Accountants....................................... 46
Consolidated Balance Sheets............................................. 47
Consolidated Statements of Operations................................... 48
Consolidated Statements of Stockholders' Equity (Deficit)............... 49
Consolidated Statements of Cash Flows................................... 50
Notes to Consolidated Financial Statements.............................. 51
NetSelect, Inc. Consolidated Financial Statements
Report of Independent Accountants....................................... 76
Consolidated Balance Sheets............................................. 77
Consolidated Statements of Operations................................... 78
Consolidated Statements of Stockholders' Equity......................... 79
Consolidated Statements of Cash Flows................................... 80
Notes to Consolidated Financial Statements.............................. 81
42
HOMESTORE.COM, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS
Overview
On February 4, 1999, NetSelect, Inc. ("NSI") was merged with and into
Homestore.com, Inc. ("Company" or "Homestore") in a non-substantive share
exchange, which was provided for in the agreements governing the formation and
operation of RealSelect, Inc. ("RealSelect"), the operating company. The share
exchange lacked substance since both the Company and NSI were shell companies
for their respective investments in RealSelect, and because the respective
underlying ownership interests of the individual investors were unaffected.
Accordingly, the non-substantive share exchange was accounted for at
historical cost. The share exchange between the Company and NSI is referred to
herein as the "Reorganization". This Reorganization was completed solely to
simplify the Company's legal structure prior to its initial public offering.
See Note 1 of Homestore.com, Inc. Notes to Consolidated Financial Statements
for further discussion about the Reorganization.
In June 1999, the Company acquired SpringStreet, Inc. ("SpringStreet") for
common stock and convertible preferred stock equivalent to an aggregate of
5,309,058 shares of common stock. The aggregate acquisition cost of $51.7
million was based on terms and preferences of the shares issued in the
transaction relative to the value received by the Company in the April 1999
Series G preferred stock financing. The acquisition has been accounted for as
a purchase. The acquisition cost has been allocated to the assets acquired and
liabilities assumed based on estimates of their respective fair values. The
excess of purchase consideration over net tangible assets acquired of $41.3
million has been allocated to goodwill and other purchased intangible assets
which are being amortized on a straight-line basis over estimated lives
ranging from three to five years.
In October 1999, the Company acquired Homebuyer's Fair, Inc. and FAS-
Hotline, Inc. (collectively referred to as "Homefair" or "Homefair Group") for
$35.8 million in cash and other acquisition related expenses, a $37.5 million
note payable and 250,000 shares of common stock, with an estimated fair value
of $11.2 million, for a total aggregate purchase price of $83.7 million. The
acquisition has been accounted for as a purchase. The acquisition cost has
been allocated to the assets acquired and liabilities assumed based on
estimates of their respective fair values. The excess of purchase
consideration over net tangible assets acquired of $83.3 million has been
allocated to goodwill and other purchased intangible assets which are being
amortized on a straight-line basis over estimated lives ranging from three to
five years.
Homestore's unaudited pro forma condensed consolidated statement of
operations for the year ended December 31, 1999 gives effect to the
Reorganization and the acquisitions of Springstreet and Homefair as if they
had occurred on January 1, 1999.
The unaudited pro forma condensed consolidated statement of operations is
not necessarily indicative of the operating results that would have been
achieved had the transactions been in effect as of January 1, 1999 and should
not be construed as being representative of future operating results.
The audited historical financial statements of the Company, NSI, The
Enterprise, MultiSearch, SpringStreet, The Homebuyer's Fair, Inc., FAS-
Hotline, Inc. and The Center For Mobility Resources, Inc. and National School
Services, Inc. are incorporated by reference under the caption "Index to
Financial Statements" on Form S-1 (No. 333-94467) as filed with the Securities
and Exchange Commission on January 26, 2000 and to the Form 8K/A filed on
December 7, 1999. The unaudited pro forma condensed consolidated statement of
operations presented herein should be read in conjunction with those financial
statements and related notes.
43
HOMESTORE.COM, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1999
(in thousands, except per share amounts)
Pro Forma
Homestore NSI Adjustments Homestore SpringStreet Homefair Adjustments Pro Forma
--------- ------- ----------- --------- ------------ -------- ----------- ---------
Revenues................ $ 62,580 $ 2,433 $ -- $ 65,013 $ 2,346 $6,159 $ (151)(1) $ 73,367
Cost of revenues
(including $1,432 in
non-cash equity
charges)............... 21,965 853 -- 22,818 2,109 826 -- 25,753
-------- ------- ------ -------- -------- ------ -------- ---------
Gross Profit............ 40,615 1,580 -- 42,195 237 5,333 (151) 47,614
-------- ------- ------ -------- -------- ------ -------- ---------
Operating expenses:
Sales and marketing
(including $16,383 in
non-cash equity
charges).............. 85,110 4,252 -- 89,362 6,975 2,200 (151)(1) 98,386
Product development
(including $677 in
non-cash equity
charges).............. 5,380 200 -- 5,580 1,338 463 -- 7,381
General and
administrative
(including $5,547 in
non-cash equity
charges).............. 26,892 1,353 -- 28,245 4,552 1,370 -- 34,167
Amortization of
intangible assets..... 10,192 261 -- 10,453 -- 1,810 (1,810)(2) 28,476
18,023(3)
Litigation settlement.. 8,406 -- -- 8,406 -- -- -- 8,406
-------- ------- ------ -------- -------- ------ -------- ---------
Total operating
expenses............... 135,980 6,066 -- 142,046 12,865 5,843 16,062 176,816
-------- ------- ------ -------- -------- ------ -------- ---------
Loss from operations.... (95,365) (4,486) -- (99,851) (12,628) (510) (16,213) (129,202)
Other income (expense),
net.................... 2,358 (5) -- 2,353 44 (89) (5,152)(4) (2,844)
-------- ------- ------ -------- -------- ------ -------- ---------
Net loss................ (93,007) (4,491) -- (97,498) (12,584) (599) (21,365) (132,046)
Accretion of redemption
value and dividends on
convertible preferred
stock.................. (2,299) (207) 2,506(5) -- -- -- -- --
-------- ------- ------ -------- -------- ------ -------- ---------
Net loss applicable to
common stockholders.... $(95,306) $(4,698) $2,506 $(97,498) $(12,584) $ (599) $(21,365) $(132,046)
======== ======= ====== ======== ======== ====== ======== =========
Historical basic and
diluted net loss per
share applicable to
common stockholders.... $ (2.32)
========
Shares used to calculate
historical basic and
diluted net loss per
share applicable to
common stockholders.... 41,142
========
Pro forma basic and
diluted net loss per
share applicable to
common stockholders.... $ (2.11)
=========
Shares used to calculate
pro forma basic and
diluted net loss per
share applicable to
common stockholders.... 62,474(6)
=========
See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial
Information.
44
HOMESTORE.COM, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Pro forma adjustments reflect the following in the unaudited pro forma
condensed consolidated statement of operations:
(1) Elimination of intercompany revenues and expenses
(2) Elimination of amortization of intangible assets
(3) Amortization of goodwill and other purchased intangible assets on a
straight-line basis
(4) Reduction in interest income related to cash paid as part of the purchase
price, net of an increase in interest expense related to the $37.5
million promissory note which bears interest at 10.875% issued in
connection with the acquisition
(5) Elimination of the accretion of redemption value and dividends on
convertible preferred stock resulting from the assumed conversion of the
Company's preferred stock into common stock in connection with the IPO.
(6) Additional weighted average shares used in the calculation of pro forma
basic and diluted net loss per share applicable to common stockholders
reflect the following, as if they been issued as of January 1, 1999,
except for preferred stock that was not issued in connection with an
acquisition. For this preferred stock, the weighted average shares
reflect the preferred stock as if it had been issued as of January 1,
1999 or the date of issuance, if later:
Year ended
December 31,
1999
------------
SpringStreet acquisition..................................... 2,725
Homefair acquisition......................................... 208
NSI Reorganization........................................... 1,163
Conversion of preferred stock in connection with IPO......... 14,918
Conversion of NAR's RealSelect shares into HomeStore.com
shares...................................................... 2,318
45
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders
Homestore.com, Inc.
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, of stockholders' equity and of cash
flows present fairly, in all material respects, the financial position of
Homestore.com and its subsidiaries (the "Company") at December 31, 2000 and
December 31, 1999, and the results of their operations and their cash flows
for each of the three years in the period ended December 31, 2000 in
conformity with accounting principles generally accepted in the United States
of America. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with auditing standards generally accepted in the United States of
America, which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
Century City, California
March 16, 2001
46
HOMESTORE.COM, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
December 31,
--------------------
2000 1999
---------- --------
ASSETS
Current assets:
Cash and cash equivalents.............................. $ 180,985 $ 90,382
Short-term investments................................. 75,295 --
Marketable equity security............................. 247 4,230
Accounts receivable, net of allowance for doubtful
accounts of $4,477 and $1,627 at December 31, 2000 and
1999, respectively.................................... 44,472 13,428
Current portion of notes receivable.................... 5,598 --
Current portion of prepaid distribution expense ....... 49,140 7,868
Other current assets................................... 23,567 5,371
---------- --------
Total current assets..................................... 379,304 121,279
Prepaid distribution expense, net of current portion..... 159,226 6,167
Property and equipment, net.............................. 45,061 6,305
Intangible assets, net................................... 194,742 138,612
Restricted cash.......................................... 90,000 --
Other assets............................................. 50,322 4,200
---------- --------
Total assets......................................... $ 918,655 $276,563
========== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable....................................... $ 13,062 $ 5,349
Accrued liabilities.................................... 49,235 23,687
Deferred revenue....................................... 24,194 13,478
Current portion of notes payable....................... 411 37,943
---------- --------
Total current liabilities................................ 86,902 80,457
Distribution obligation.................................. 189,848 --
Deferred revenue......................................... 2,896 --
Notes payable, net of current portion.................... -- 633
Other non-current liabilities............................ 4,646 --
---------- --------
284,292 81,090
---------- --------
Commitments and contingencies (Note 19)
Stockholders' equity:
Convertible preferred stock............................ -- --
Common stock, $.001 par value; 500,000 shares
authorized, 88,294 and 75,251 shares issued at
December 31, 2000 and December 31, 1999, respectively,
and 82,761 and 70,189 shares outstanding at December
31, 2000 and December 31, 1999, respectively.......... 83 70
Additional paid-in capital............................. 1,027,423 413,244
Treasury stock, at cost; 5,533 and 5,062 shares at
December 31, 2000 and December 31, 1999,
respectively.......................................... (16,556) (13,676)
Notes receivable from stockholders..................... (7,938) (13,350)
Deferred stock-based charges........................... (97,724) (38,947)
Accumulated other comprehensive income................. (23) 3,865
Accumulated deficit.................................... (270,902) (155,733)
---------- --------
Total stockholders' equity........................... 634,363 195,473
---------- --------
Total liabilities and stockholders' equity........... $ 918,655 $276,563
========== ========
The accompanying notes are an integral part of these consolidated financial
statements.
47
HOMESTORE.COM, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
Year Ended December 31,
--------------------------
2000 1999 1998
--------- -------- -----
Revenues........................................... $ 229,967 $ 62,580 $ --
Cost of revenues (including non-cash equity
charges, see note 2).............................. 62,239 21,965 --
--------- -------- -----
Gross profit....................................... 167,728 40,615 --
--------- -------- -----
Operating expenses:
Sales and marketing (including non-cash equity
charges, see note 2)............................ 175,044 85,110 --
Product development (including non-cash equity
charges, see note 2)............................ 15,554 5,380 --
General and administrative (including non-cash
equity charges, see note 2)..................... 60,700 26,892 3
Amortization of intangible assets................ 42,900 10,192 --
In-process research and development.............. 4,048 -- --
Litigation settlement............................ -- 8,406 --
--------- -------- -----
Total operating expenses........................... 298,246 135,980 3
--------- -------- -----
Loss from operations............................... (130,518) (95,365) (3)
Interest income, net............................... 23,031 2,386 --
Other expense, net................................. (7,682) (28) --
--------- -------- -----
Net loss........................................... (115,169) (93,007) (3)
Accretion of redemption value and dividends on
convertible preferred stock ...................... -- (2,299) --
--------- -------- -----
Net loss applicable to common stockholders ........ $(115,169) $(95,306) $ (3)
========= ======== =====
Basic and diluted net loss per share applicable to
common stockholders............................... $ (1.44) $ (2.32) $ --
========= ======== =====
Shares used to calculate basic and diluted net loss
per share applicable to common stockholders....... 79,758 41,142 9,173
========= ======== =====
The accompanying notes are an integral part of these consolidated financial
statements.
48
HOMESTORE.COM, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(in thousands)
Convertible
Preferred Notes Accumulated
Stock Common Stock Additional Receivable Deferred Other
-------------- -------------- Paid-In Treasury From Stock-Based Comprehensive Accumulated
Shares Amount Shares Amount Capital Stock Stockholders Charges Income Deficit
------ ------ ------ ------ ---------- -------- ------------ ----------- ------------- -----------
Balance at
December 31,
1997............. -- $-- 8,650 $ 9 $ 2,721 $ -- $ -- $ -- $ -- $ (2,863)
Exercise of stock
options.......... -- -- 1,330 1 591 -- (551) -- -- --
Net loss......... -- -- -- -- -- -- -- -- -- (3)
------ ---- ------ --- ---------- -------- ------- -------- ------- ---------
Balance at
December 31,
1998............. -- -- 9,980 10 3,312 -- (551) -- -- (2,866)
Reorganization
(Note 1)......... 4,528 5 12,480 12 98,119 (1,770) (3,230) (10,079) -- (60,860)
Comprehensive
income (loss):
Net loss........ -- -- -- -- -- -- -- -- -- (93,007)
Unrealized gain
on marketable
security........ -- -- -- -- -- -- -- -- 3,865 --
-------
Comprehensive
income (loss)... -- -- -- -- -- -- -- -- 3,865 --
-------
Issuance of
common stock and
Series F
preferred stock.. 96 -- 643 -- 3,553 -- -- -- -- --
Issuance of
common stock to
minority
interest......... -- -- -- -- -- -- -- -- -- 1,000
Exercise of stock
options.......... -- -- 5,959 5 12,906 -- (11,465) -- -- --
Other notes
receivable from
shareholders..... -- -- -- -- -- -- (1,521) -- -- --
Repurchase of
common stock..... -- -- (2,903) -- -- (11,906) 3,630 -- -- --
Issuance of
common stock..... -- -- 660 -- 15,767 -- (238) -- -- --
Repayment from
shareholder...... -- -- -- -- -- -- 25 -- -- --
Issuance of
Series G
preferred stock.. 341 -- -- -- 17,007 -- -- -- -- --
Issuance of
Series H
preferred stock.. 845 1 365 -- 51,433 -- -- -- -- --
Deferred stock-
based charges.... -- -- -- -- 44,095 -- -- (50,095) -- --
Stock-based
charges.......... -- -- -- -- 6,000 -- -- 21,227 -- --
Accretion of
Series E
redemption
value............ -- -- -- -- (159) -- -- -- -- --
Conversion of
convertible
preferred stock.. (5,810) (6) 29,050 29 (23) -- -- -- -- --
Conversion of
redeemable
convertible
preferred stock.. -- -- 1,625 2 5,122 -- -- -- -- --
Conversion of NAR
shares........... -- -- 3,917 4 (4) -- -- -- -- --
Issuance of
common stock in
initial public
offering......... -- -- 8,050 8 145,585 -- -- -- -- --
Exercise of
warrants......... -- -- 113 -- 2,125 -- -- -- -- --
Litigation
settlement....... -- -- 250 -- 8,406 -- -- -- -- --
------ ---- ------ --- ---------- -------- ------- -------- ------- ---------
Balance at
December 31,
1999............. -- -- 70,189 70 413,244 (13,676) (13,350) (38,947) 3,865 (155,733)
Comprehensive
income (loss):
Net loss........ -- -- -- -- -- -- -- -- -- (115,169)
Unrealized loss
on marketable
securities...... -- -- -- -- -- -- -- -- (4,022) --
Foreign currency
translation..... -- -- -- -- -- -- -- -- 134 --
-------
Comprehensive
loss............ -- -- -- -- -- -- -- -- (3,888) --
-------
Issuance of
common stock
under employee
stock purchase
plan and exercise
of stock
options.......... -- -- 1,942 2 11,512 -- -- -- -- --
Issuance of
common stock for
acquisitions..... -- -- 613 1 51,275 -- -- -- -- --
Other issuances
of common stock.. -- -- 4,992 5 70,837 -- -- (70,798) -- --
Repayment from
stockholders..... -- -- -- -- -- -- 2,532 -- -- --
Repurchase of
common stock..... -- -- (471) -- -- (2,880) 2,880 -- -- --
Deferred stock-
based charges.... -- -- -- -- 31,520 -- -- (31,520) -- --
Stock-based
charges.......... -- -- -- -- -- -- -- 43,541 -- --
Issuance of
common stock in
public offering.. -- -- 4,073 4 428,899 -- -- -- -- --
Effect of
subsidiary equity
transactions..... -- -- -- -- 8,337 -- -- -- -- --
Exercise of
warrants......... -- -- 1,423 1 11,799 -- -- -- -- --
------ ---- ------ --- ---------- -------- ------- -------- ------- ---------
Balance at
December 31, 2000
................. -- $-- 82,761 $83 $1,027,423 $(16,556) $(7,938) $(97,724) $ (23) $(270,902)
====== ==== ====== === ========== ======== ======= ======== ======= =========
Total
Stockholder's
Equity
(Deficit)
-------------
Balance at
December 31,
1997............. $ (133)
Exercise of stock
options.......... 41
Net loss......... (3)
-------------
Balance at
December 31,
1998............. (95)
Reorganization
(Note 1)......... 22,197
Comprehensive
income (loss):
Net loss........ (93,007)
Unrealized gain
on marketable
security........ 3,865
-------------
Comprehensive
income (loss)... (89,142)
-------------
Issuance of
common stock and
Series F
preferred stock.. 3,553
Issuance of
common stock to
minority
interest......... 1,000
Exercise of stock
options.......... 1,446
Other notes
receivable from
shareholders..... (1,521)
Repurchase of
common stock..... (8,276)
Issuance of
common stock..... 15,529
Repayment from
shareholder...... 25
Issuance of
Series G
preferred stock.. 17,007
Issuance of
Series H
preferred stock.. 51,434
Deferred stock-
based charges.... (6,000)
Stock-based
charges.......... 27,227
Accretion of
Series E
redemption
value............ (159)
Conversion of
convertible
preferred stock.. --
Conversion of
redeemable
convertible
preferred stock.. 5,124
Conversion of NAR
shares........... --
Issuance of
common stock in
initial public
offering......... 145,593
Exercise of
warrants......... 2,125
Litigation
settlement....... 8,406
-------------
Balance at
December 31,
1999............. 195,473
Comprehensive
income (loss):
Net loss........ (115,169)
Unrealized loss
on marketable
securities...... (4,022)
Foreign currency
translation..... 134
-------------
Comprehensive
loss............ (119,057)
-------------
Issuance of
common stock
under employee
stock purchase
plan and exercise
of stock
options.......... 11,514
Issuance of
common stock for
acquisitions..... 51,276
Other issuances
of common stock.. 44
Repayment from
stockholders..... 2,532
Repurchase of
common stock..... --
Deferred stock-
based charges.... --
Stock-based
charges.......... 43,541
Issuance of
common stock in
public offering.. 428,903
Effect of
subsidiary equity
transactions..... 8,337
Exercise of
warrants......... 11,800
-------------
Balance at
December 31, 2000
................. $ 634,363
=============
The accompanying notes are an integral part of these consolidated financial
statements.
49
HOMESTORE.COM, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Year Ended December 31,
--------------------------
2000 1999 1998
--------- -------- -----
Cash flows from operating activities:
Net loss........................................... $(115,169) $(93,007) $ (3)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization...................... 49,064 11,579 --
Accretion of distribution obligation............... 3,909 -- --
Provision for doubtful accounts.................... 3,468 1,121 --
Amortization of discount on notes payable.......... -- 581 --
Stock-based charges................................ 55,655 21,227 --
In-process research and development................ 4,048 -- --
Litigation settlement.............................. -- 8,406 --
Other non-cash items............................... (165) 544 --
Changes in operating assets and liabilities, net of
acquisitions:
Accounts receivable.............................. (31,509) (10,025) --
Prepaid distribution expense..................... (18,204) (3,481) --
Other assets..................................... (23,248) (3,780) --
Accounts payable and accrued liabilities......... 22,961 12,668 (122)
Deferred revenue................................. 2,266 6,030 --
--------- -------- -----
Net cash used in operating activities.............. (46,924) (48,137) (125)
--------- -------- -----
Cash flows from investing activities:
Purchases of property and equipment................ (43,119) (3,941) --
Purchases of cost and equity investments........... (33,927) -- --
Purchases of short-term investments................ (219,862) -- --
Maturities of short-term investments............... 146,320 -- --
Acquisitions, net of cash acquired................. (42,537) (23,845) --
Other assets....................................... -- (2,390) --
--------- -------- -----
Net cash used in investing activities.............. (193,125) (30,176) --
--------- -------- -----
Cash flows from financing activities:
Proceeds from payment of stockholders' notes....... 2,532 3,655 --
Proceeds from exercise of stock options, warrants
and share issuances under employee stock purchase
plan.............................................. 23,358 1,570 --
Net proceeds from issuance of common and preferred
stock............................................. 428,903 167,596 41
Repurchases of common stock........................ -- (11,906) --
Transfer to restricted cash........................ (90,000) -- --
Repayment of notes payable......................... (38,575) (4,578) --
Issuance of notes receivable....................... (6,509) (750) --
Subsidiary equity transactions..................... 10,943 -- --
--------- -------- -----
Net cash provided by financing activities.......... 330,652 155,587 41
--------- -------- -----
Change in cash and cash equivalents................ 90,603 77,274 (84)
Cash assumed from NetSelect, Inc. ................. -- 13,037 --
Cash and cash equivalents, beginning of period..... 90,382 71 155
--------- -------- -----
Cash and cash equivalents, end of period........... $ 180,985 $ 90,382 $ 71
========= ======== =====
The accompanying notes are an integral part of these consolidated financial
statements.
50
HOMESTORE.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BUSINESS:
Homestore.com, Inc. ("Homestore.com" or the "Company") has created an online
marketplace that is the leading destination on the Internet for home and real
estate-related information, products and services, based on the number of
visitors, time spent on the web sites and number of property listings. Through
its network of web sites, the Company provides a wide variety of information
and tools for consumers, and is the leading supplier of online media and
technology solutions for real estate industry professionals, advertisers and
providers of home and real estate-related products and services. To provide
consumers with real estate listings, access to real estate professionals and
other home and real estate-related information and resources, the Company has
established relationships with key industry participants. These participants
include real estate market leaders such as the National Association of
REALTORS(R) ("NAR"), the National Association of Home Builders ("NAHB"), the
largest Multiple Listing Services ("MLSs"), the NAHB Remodelors Council, the
National Association of the Remodeling Industry ("NARI"), the American
Institute of Architects ("AIA"), the Manufactured Housing Institute ("MHI"),
real estate franchises, brokers, builders and agents. The Company also has
distribution agreements with a large number of leading Internet portal web
sites.
Company History
Initial Business--Homestore.com was incorporated in the State of Delaware in
1993 under the name of InfoTouch Corporation ("InfoTouch") with the objective
of establishing an interactive network of real estate "kiosks" for consumers
to search for homes. In 1996, the Company began to develop the technology to
build and operate high traffic Internet sites with content related to real
estate.
The RealSelect Venture--Effective December 4, 1996, the Company entered into
a series of agreements with the National Association of REALTORS(R) and its
wholly owned subsidiary REALTORS(R) Information Network (together referred to
as the "NAR") and several investors (the "Investors"). Under these agreements,
the Company transferred its recently developed technology and certain of its
assets relating to advertising the listing of residential real estate on the
Internet into NetSelect, LLC ("LLC"), a Delaware limited liability
corporation, in exchange for a 46% ownership interest. The Investors
contributed capital to a newly formed company, NetSelect, Inc. ("NSI"). LLC
received capital funding from NSI and in-turn contributed the assets,
intellectual property and the NSI capital to RealSelect, Inc. ("RealSelect"),
a Delaware corporation, in exchange for common stock representing an 85%
ownership interest.
Also effective December 4, 1996, RealSelect entered into a number of
agreements with and issued cash and RealSelect common stock representing a 15%
ownership interest to the NAR in exchange for the rights to operate the web
site REALTOR.com(R) and pursue commercial opportunities relating to the
listing of real estate on the Internet.
Pursuant to the agreements governing RealSelect, the Company was required to
terminate its remaining activities, which were insignificant, and dispose of
its remaining assets and liabilities. Accordingly, following the formation of
RealSelect, NSI, LLC and the Company were only shell companies as they had no
liabilities and no assets other than their respective ultimate investments in
RealSelect. In addition, under the agreements, NSI was the only entity
permitted to raise capital to support RealSelect which, once invested,
increased NSI's ownership interests and diluted the ownership interests of the
Company and the NAR.
Reorganization of RealSelect Holding Structure--Under the RealSelect
agreements, the reorganization of the initial holding structure was provided
for at an unspecified future date. On February 4, 1999, NSI stockholders
entered into a non-substantive share exchange with and were merged into the
Company (the "Reorganization"). The share exchange lacked economic substance
since both the Company and NSI were shell companies for their respective
investments in RealSelect, and because the respective underlying ownership
interests of individual investors were unaffected. Accordingly, the non-
substantive exchange was accounted for at historical cost (Note 3).
51
HOMESTORE.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
The Company has incurred operating losses and negative operating cash flows
since its inception. The Company has funded operations primarily through the
sale of equity securities and revenues generated from operations. The Company
anticipates that its existing cash and cash equivalents and any cash generated
from operations will be sufficient to fund its operating activities, capital
expenditures and other obligations through at least the next 12 months.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Principles of Consolidation and Basis of Presentation--The consolidated
financial statements include the accounts of the parent company and all of its
majority owned subsidiaries. All material intercompany transactions and
balances have been eliminated in consolidation.
The Company's consolidated financial statements reflect the financial
position, results of operations and cash flows of Homestore.com, Inc.,
formerly InfoTouch. The consolidated financial statements for 1998 primarily
reflect the Company's investment in LLC accounted for under the equity method
(Note 3). The consolidated financial statements following the date of the
Reorganization include the accounts of RealSelect and its majority owned
subsidiaries, in which the Company held a 99% ownership interest at December
31, 2000.
Use of Estimates--The preparation of financial statements in accordance with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent liabilities and the reported amounts of revenues and
expenses. Actual results could differ from those estimates.
Certain Reclassifications--Certain reclassifications have been made to prior
years' financial statements in order to conform to the 2000 presentation.
Cash and Cash Equivalents, Short and Long-Term Investments--All highly
liquid instruments with an original maturity of three months or less are
considered cash and cash equivalents, those with original maturities greater
than three months and current maturities less than twelve months from the
balance sheet date are considered short-term investments, and those with
maturities greater than twelve months from the balance sheet date are
considered long-term investments. The Company invests its excess cash in debt
instruments of the U.S. Government and its agencies, and in high-quality
corporate issuers and money market funds.
The Company's marketable securities and short-term investments are
classified as available-for-sale and are reported at fair value, with
unrealized gains and losses, net of tax, recorded in stockholders' equity.
Realized gains or losses and permanent declines in value, if any, on
available-for-sale securities are reported in other income or expensed as
incurred.
Other Investments--The Company also invests in equity instruments of
privately-held companies for business and strategic purposes. These
investments are included in other long-term assets and are accounted for under
the cost method when ownership is less than 20% and the Company does not have
the ability to exercise significant influence over operations and the equity
method when ownership is greater than 20% or the Company has the ability to
exercise significant influence. For these investments in privately-held
companies, the Company's policy is to regularly review and monitor the
companies' operating performance and assumptions underlying the cash flow
forecasts in assessing the carrying values. The Company identifies and records
impairment losses when events and circumstances indicate that such assets
might be impaired.
Restricted Cash--Restricted cash consists of cash equivalents pledged as
collateral for unused letters of credit.
52
HOMESTORE.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Concentration of Credit Risk--Financial instruments that potentially subject
the Company to a concentration of credit risk consist of cash and cash
equivalents, short and long term investments, marketable equity security and
accounts and notes receivable. The Company's accounts receivable is derived
primarily from revenue earned from customers located in the United States. The
Company maintains an allowance for doubtful accounts based upon the expected
collectibility of accounts and notes receivable.
During the years ended December 31, 2000 and 1998, no customer accounted for
more than 10% of the Company's net revenues. During the year ended December
31, 1999, one customer accounted for approximately 11% of the Company's net
revenues. At December 31, 2000, one customer accounted for 14% of net accounts
receivable. At December 31, 1999, no customer accounted for more than 10% of
net accounts receivable.
Fair Value of Financial Instruments--The Company's financial instruments,
including cash and cash equivalents, short-term investments, accounts and
notes receivable, accounts payable, and notes payable are carried at cost,
which approximates their fair value due to the short-term maturity of these
instruments and the relatively stable interest rate environment.
Prepaid Distribution--The Company has entered into various web portal
distribution and preferred alliance agreements, which are being amortized
ratably over the term of the agreement, generally two to five years.
Property and Equipment--Property and equipment are stated at historical
cost. Depreciation is computed using the straight-line method over the
estimated useful lives of the assets, which is generally 3 years for computer
software and equipment and 3 to 5 years for furniture, fixtures and office
equipment. Leasehold improvements are amortized over the shorter of the lease
term or the estimated useful lives.
Product Development Costs--Costs incurred by the Company to develop,
enhance, manage, monitor and operate the Company's web sites are generally
expensed as incurred, except for certain costs relating to the acquisition and
development of internal-use software that are capitalized and depreciated over
estimated economic lives, generally three years or less in accordance with SOP
98-1 "Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use". The Company had $6.5 million of capitalized software costs and
$179,000 of accumulated amortization included in computer software and
equipment at December 31, 2000. There were no capitalized software costs at
December 31, 1999.
Intangible Assets--Intangible assets resulting from the acquisitions of
entities accounted for using the purchase method of accounting are estimated
by management based on the fair value of assets received. Goodwill and all
other purchased intangibles are being amortized on a straight-line basis over
the estimated periods of benefit ranging from three to five years (Note 4). In
addition, in connection with its formation, RealSelect made various payments
and issued common stock to the NAR for the right to use the REALTOR.com(R)
trademark and domain name, the "REALTORS(R)" trademark and the exclusive
rights to use the web site for real estate listings under an exclusive
lifetime operating agreement. The stock issued and payments made to the NAR,
as well as certain milestone-based amounts subsequently earned by the NAR are
being amortized on a straight-line basis over the estimated period of benefit
of 15 years.
The Company identifies and records impairment losses on long-lived assets,
including goodwill that is not identified with an impaired asset, when events
and circumstances indicate that such assets might be impaired. Events and
circumstances that may indicate that an asset is impaired include significant
decreases in the market value of an asset, a change in the extent or manner in
which an asset is used, shifts in technology, loss of key management or
personnel, changes in the operating model or strategy and competitive forces.
If events and circumstances indicate that the carrying amount of an asset
may not be recoverable and the expected undiscounted future cash flow
attributable to the asset is less than the carrying amount of the asset, an
impairment loss equal to the excess of the asset's carrying value over its
fair value is recorded. Fair value is
53
HOMESTORE.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
determined based on the present value of estimated expected future cash flows
using a discount rate commensurate with the risk involved, quoted market
prices or appraised values, depending on the nature of the assets.
Revenue Recognition--The Company derives it's revenues principally from the
sale of subscription products consisting of online media and technology
solutions for home and real estate professionals including web site
development to real estate agents and brokers, home builders, financial
service companies and property owners and managers. Revenue from technology
solutions are derived from the following: (i) software license revenue, (ii)
support and service revenues and (iii) web site development revenues. The
Company recognizes revenues from software transactions in accordance with
provisions of Statement of Position ("SOP") 97-2, "Software Revenue
Recognition". Revenues from the sale of software products are recognized upon
delivery of the products and satisfaction of related Company obligations, if
any, provided that persuasive evidence of an arrangement exists, the fee is
fixed and determinable and collection of the resulting receivable is probable.
For contracts with multiple elements (e.g., delivered and undelivered
products, support and other services), the Company allocates revenues to the
undelivered elements of the contract based on vendor-specific objective
evidence of its fair value. This vendor-specific objective evidence of fair
value is the sales price of the element when sold separately or the renewal
rate specified in the arrangement for licensing arrangements with terms of one
year to 18 months that include customer support and unspecified software
updates. Revenues allocated to undelivered elements are recognized when all
revenue recognition criteria are met. Support and services revenues are
recognized ratably over the period of the support contract. Payments for
support and services are generally made in advance and are non-refundable. The
products are sold in annual subscriptions and, accordingly, revenues are
deferred and recognized ratably over the life of the contract, generally 12
months. These prepayments appear on the balance sheet as deferred revenues.
Contracts involving web site development are accounted for using the
percentage-of-completion method which is generally determined based on
development costs incurred relative to total estimated costs.
The Company sells advertising banners and traditional Internet sponsorships
on our web sites. The Company also sells banner advertising pursuant to
contracts with terms varying from three months to three years, which may
include the guarantee of a minimum number of impressions or times that an
advertisement appears in pages viewed by the users. This advertising revenue
is recognized ratably based upon the lesser of impressions delivered over the
total number of guaranteed impressions or ratably over the period in which the
advertisement is displayed. Equity exchanged for services is recognized during
the period in which the services are provided. The Company records and
measures the value of equity received in exchange for services in accordance
with Emerging Issues Task Force ("EITF") 00-8 "Accounting by a Grantee for an
Equity Instrument to Be Received in Conjunction with Providing Goods or
Services." The Company recognizes revenues from advertising barter
transactions in accordance with EITF 99-17, "Accounting for Advertising Barter
Transactions." Revenues from these transactions are recognized during the
period in which the impressions are delivered. The services provided are
valued based on similar cash transactions which have occurred within six
months prior to the date of the barter transaction. During the year ended
December 31, 2000, revenues from equity-for-services and advertising barter
transactions were less than 5% of revenues. There were no revenues from these
type of transactions during the year ended December 31, 1999.
Advertising Expense--Advertising costs are expensed as incurred and totaled
$18.1 million and $10.8 million during the years ended December 31, 2000 and
1999, respectively. No advertising costs were incurred during the year ended
December 31, 1998.
54
HOMESTORE.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Stock-Based Charges--The Company accounts for stock-based employee
compensation arrangements in accordance with the provisions of Accounting
Principles Board Opinion ("APB") No. 25, "Accounting for Stock Issued to
Employees," and complies with the disclosure provisions of Statement of
Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
Compensation." Under APB No. 25, compensation expense is recognized over the
vesting period based on the difference, if any, on the date of grant between
the deemed fair value for accounting purposes of the Company's stock and the
exercise price on the date of grant. The Company accounts for stock issued to
non-employees in accordance with the provisions of SFAS No. 123 EITF 96-18
"Accounting for Equity Instruments That Are Issued to Other Than Employees for
Acquiring, or in Conjunction with Selling, Goods and Services."
The following chart summarizes the stock-based charges that have been
included in the following captions for each of the periods presented (in
thousands):
Year Ended December
31,
----------------------
2000 1999 1998
-------- ------- -----
Cost of revenues........................................ $ 607 $ 943 $ --
Sales and marketing..................................... 51,381 14,726 --
Product development..................................... 572 447 --
General and administrative.............................. 3,095 5,111 --
-------- ------- -----
$ 55,655 $21,227 $ --
======== ======= =====
Income Taxes--Income taxes are accounted for under SFAS No. 109, "Accounting
for Income Taxes." Under SFAS No. 109, deferred tax assets and liabilities are
determined based on differences between the financial reporting and tax basis
of assets and liabilities, and are measured using the enacted tax rates and
laws that will be in effect when the differences are expected to reverse.
Valuation allowances are established when necessary to reduce deferred taxes
to the amount expected to be realized.
Net Loss Per Share--Net loss per share is computed by dividing the net loss
applicable to common stockholders for the period by the weighted average
number of common shares outstanding. Shares associated with stock options,
warrants and convertible preferred stock are not included to the extent they
are anti-dilutive.
Foreign Currency Translation--The financial statements of the Company's
foreign subsidiaries are measured using the local currency as the functional
currency. Assets and liabilities of these subsidiaries are translated at the
rate of exchange at the balance sheet date. Income and expense items are
translated at average monthly rates of exchange prevailing during the year.
The resulting translation adjustments are included in accumulated other
comprehensive income as a separate component of stockholders' equity.
Comprehensive Income--Comprehensive income is defined as the change in
equity of a business enterprise during a period from transactions and other
events and circumstances from nonowner sources. For the Company, comprehensive
income consists of its reported net income or loss, the change in the foreign
currency translation adjustments during a period and the net unrealized gains
or losses on short-term investments and marketable equity securities.
Segments--The Company operates in one business segment, an Internet
technology solution provider for home and real estate-related information and
advertising products and services. Substantially all of the Company's
operating results and identifiable assets are in the United States.
Recent Accounting Developments--In June 1998, the Financial Accounting
Standards Board ("FASB") issued SFAS No. 133 "Accounting for Derivative
Instruments and Hedging Activities." The statement requires the recognition of
all derivatives as either assets or liabilities in the balance sheet and the
measurement of those
55
HOMESTORE.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
instruments at fair value. The accounting for changes in the fair value of a
derivative depends on the planned use of the derivative and the resulting
designation. Because the Company does not currently hold any derivative
instruments and does not engage in hedging activities, the impact of the
adoption of SFAS No. 133 is not currently expected to have a material impact
on financial position, results of operations or cash flows. The Company will
be required to implement SFAS No. 133 in the first quarter of fiscal 2001.
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial
Statements." SAB No. 101 provides guidance for revenue recognition under
certain circumstances. The adoption of SAB No. 101 in 2000 did not have a
significant impact on the Company's financial position, results of operations
or cash flows.
In March 2000, the FASB issued FASB Interpretation No. 44, "Accounting for
Certain Transactions Involving Stock Compensation an Interpretation of APB
Opinion No. 25." FIN No. 44 clarifies the application of APB Opinion No. 25
for (a) the definition of an employee for purposes of applying APB Opinion No.
25, (b) the criteria for determining whether a plan qualifies as a
noncompensatory plan, (c) the accounting consequence of various modifications
to the terms of a previously fixed stock option or award, and (d) the
accounting for an exchange of stock compensation awards in a business
combination. FIN No. 44 became effective July 1, 2000, but certain conclusions
cover specific events that occur after either December 15, 1998, or January
12, 2000. The adoption of FIN No. 44 did not have a significant impact on the
Company's financial position, results of operations or cash flows.
3. REORGANIZATION OF REALSELECT:
As described in Note 1, on February 4, 1999, RealSelect was reorganized
through a non-substantive exchange of the Company's capital stock for all of
the outstanding capital stock of NSI, including the assumption of warrants and
options to acquire common stock. Accordingly, the Company issued the following
capital stock to NSI stockholders in exchange for an equivalent number of
shares (in thousands, unaudited):
Common stock.......................................................... 12,480
Series A convertible preferred stock.................................. 1,378
Series B convertible preferred stock.................................. 191
Series C convertible preferred stock.................................. 614
Series D convertible preferred stock.................................. 681
Series E redeemable convertible preferred stock....................... 325
Series F convertible preferred stock.................................. 1,664
Options to purchase common stock...................................... 6,560
Warrants to purchase common stock..................................... 775
Warrants to purchase preferred stock.................................. 5
56
HOMESTORE.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Because the exchange did not affect the economic interests of NSI and
Company stockholders, the Reorganization has been accounted for as a
combination of the historical assets and liabilities of the two individual
companies at February 4, 1999. At the date of the Reorganization, NSI assets,
liabilities and stockholders' equity were as follows (in thousands):
February 4,
1999
-----------
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents.................................... $ 13,037
Other current assets......................................... 8,952
--------
Total current assets........................................... 21,989
Prepaid distribution expense................................... 7,072
Property and equipment, net.................................... 2,373
Intangible assets, net......................................... 19,463
Other.......................................................... 286
--------
$ 51,183
========
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND
STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities..................... $ 12,473
Deferred revenue............................................. 6,065
Current portion of notes payable............................... 1,746
--------
Total current liabilities...................................... 20,284
Notes payable.................................................. 3,265
--------
Total liabilities.............................................. 23,549
--------
Redeemable convertible preferred stock......................... 4,963
--------
Convertible preferred stock.................................... 5
Common stock................................................... 2
Additional paid-in capital..................................... 98,129
Treasury stock at cost......................................... (1,770)
Notes receivable from stockholders............................. (3,230)
Deferred stock charges......................................... (10,079)
Accumulated deficit............................................ (60,386)
--------
Total stockholders' equity................................. 22,671
--------
$ 51,183
========
4. ACQUISITIONS:
The Enterprise
In March 1998, NSI acquired all the outstanding stock of The Enterprise of
America, Ltd. ("The Enterprise"), a provider of web hosting services for real
estate brokers, in exchange for aggregate consideration consisting of 525,000
shares of common stock with an estimated fair value of $525,000, which is
based on the terms and preferences of the shares issued in the transaction
relative to the value received by the Company in its most recent financing
prior to the acquisition, a note payable in the amount of $2.2 million,
$705,000 in cash and other acquisition-related expenses and the assumption of
$946,000 of net liabilities. The acquisition has been accounted for as a
purchase. The excess of purchase consideration over net tangible assets of
$3.9 million has
57
HOMESTORE.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
been allocated to goodwill which is being amortized on a straight-line basis
over five years. The purchase agreement also provides for certain contingent
payments in the event that predetermined levels of sales are achieved. Such
payments, if any, will be accounted for as compensation expense in the period
earned and in no event shall such aggregate payments exceed $1.0 million. For
the years ended December 31, 1998 and 1999, no contingent payments were
required under the terms of the agreement.
MultiSearch
In July 1998, NSI acquired all the outstanding stock of MultiSearch
Solutions, Inc. ("MultiSearch"), the initial developer of the HomeBuilder.com
web site, in exchange for issuing 325,000 shares of Series E redeemable
convertible preferred stock with an estimated fair value of $4.8 million,
which is based on the terms and preferences of the shares issued in the
transaction relative to the value received by the Company in its most recent
financing prior to the acquisition, a note payable in the amount of $3.6
million, $875,000 in cash and other acquisition-related expenses and the
assumption of $657,000 of net liabilities. The acquisition has been accounted
for as a purchase. The excess of total purchase consideration over net
tangible assets acquired of $9.4 million has been allocated to goodwill which
is being amortized on a straight-line basis over five years. The purchase
agreement also provides for certain contingent payments in the event that
predetermined levels of sales and earnings are achieved. Such payments, if
any, will be accounted for as compensation expense in the period earned. For
the year ended December 31, 1998, $360,000 of expense was recognized under the
terms of the agreement.
SpringStreet
In June 1999, the Company acquired SpringStreet, Inc. ("SpringStreet"), a
leading provider of online listings of homes for rent, for common stock and
convertible preferred stock equivalent to an aggregate of 5,309,058 shares of
common stock. The acquisition costs aggregated approximately $51.7 million and
were based on the privileges and preferences of the shares issued in the
transaction relative to the value received by the Company in its April 1999
Series G financing and certain acquisition expenses. The SpringStreet
acquisition was accounted for using the purchase method of accounting. The
excess of total purchase consideration over net tangible assets acquired of
$41.3 million has been allocated to goodwill and other purchased intangible
assets which are being amortized on a straight-line basis over estimated lives
ranging from three to five years.
Homefair
In October 1999, the Company acquired The Homebuyers Fair, Inc. and FAS-
Hotline, Inc., collectively Homefair, one of the largest moving and relocation
sites on the Internet, for $35.8 million in cash and other acquisition related
expenses, a $37.5 million note payable and 250,000 shares of common stock,
with an estimated fair value of $11.2 million, for a total aggregate purchase
price of $83.7 million. The acquisition has been accounted for as a purchase.
The acquisition cost has been allocated to the assets acquired and liabilities
assumed based on estimates of their respective fair values. The excess of
purchase consideration over net tangible assets acquired of $83.3 million has
been allocated to goodwill and other purchased intangible assets and is being
amortized on a straight-line basis over estimated lives ranging from three to
five years.
WyldFyre
In March 2000, the Company acquired WyldFyre Technologies, Inc.
("WyldFyre"), a leading developer of technology solutions for real estate
professionals to access MLS information via the Internet, for 589,426 shares
of its common stock with an estimated fair value for accounting purposes of
$34.0 million. The acquisition has been accounted for as a purchase. The
acquisition cost has been allocated to the assets acquired and liabilities
assumed based on their respective fair values. The excess of purchase
consideration over net tangible assets acquired of $34.3 million has been
allocated to goodwill and other identifiable intangible assets and is being
amortized on a straight-line basis over estimated lives ranging from three to
five years. During the year ended
58
HOMESTORE.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31, 2000, a portion of the purchase price was charged to acquired in-
process research and development ("IPR&D") upon completion of the purchase
price valuation by an independent third party.
Top Producer
In May 2000, the Company acquired Top Producer Systems, Inc. ("Top
Producer"), a leading provider of leads management and marketing software for
real estate professionals, for $12.1 million in cash and 473,538 shares of its
common stock with an estimated fair value of $12.1 million. The shares vest
over a three-year period and are contingent upon the Top Producer's chief
executive officer's employment over a three-year period, and accordingly, the
value of such shares has been recorded in deferred stock-based charges.
Contingent purchase price of approximately $16.2 million may also be paid in
cash or stock, if certain defined performance targets are met during the years
ending December 31, 2000 through December, 31 2004. The acquisition has been
accounted for as a purchase. The acquisition cost has been allocated to the
assets acquired and liabilities assumed based on their respective fair values.
The excess of purchase consideration over net tangible assets acquired of
$27.3 million has been allocated to goodwill, deferred compensation and other
identifiable intangible assets and is being amortized on a straight-line basis
over estimated lives ranging from three to five years. During the year ended
December 31, 2000, a portion of the purchase price was charged to acquired
IPR&D upon completion of the purchase price valuation by an independent third
party.
The Hessel Group
In September 2000, the Company acquired The Hessel Group ("THG"), a leading
provider of technology-driven solutions and services to the relocation
industry, for $15.0 million in cash and assumption of THG's option plan
consisting of 135,421 options with an estimated fair value of $4.5 million.
The acquisition has been accounted for as a purchase. The acquisition cost has
been preliminarily allocated to the assets acquired and liabilities assumed
based on estimates of their respective fair values. The excess of purchase
consideration over net tangible assets acquired of $19.3 million has been
allocated to goodwill and other identifiable intangible assets and is being
amortized on a straight-line basis over estimated lives of five years.
The following summarized unaudited pro forma financial information excludes
the acquisitions of WyldFyre, Top Producer and THG. The pro forma effect of
the WyldFyre, Top Producer and THG transactions are immaterial for all periods
presented and therefore are not included in the pro forma information. As
such, for the year ended December 31, 2000 no pro-forma information has been
presented. This information assumes the Reorganization and the acquisitions of
The Enterprise, MultiSearch, SpringStreet, and Homefair acquisitions occurred
at the beginning of each period (in thousands, except per share amounts):
Year Ended
December 31,
1999
------------
Revenues........................................................ $ 73,367
Net loss applicable to common stockholders...................... (132,046)
Net loss per share applicable to common stockholders:
Basic and diluted............................................... $ (2.92)
Weighted average shares......................................... 45,238
In-process Research and Development
During the year ended December 31, 2000, approximately $4.0 million of the
purchase price from the acquisitions of WyldFyre and Top Producer was charged
to acquired IPR&D upon completion of the purchase price valuation by an
independent third party.
59
HOMESTORE.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
The amounts allocated to the IPR&D represented the purchased IPR&D for seven
projects that had not yet reached technological feasibility and had no
alternative future use. The value of these projects was determined by using
the income approach. The income approach values an asset based on the earnings
capacity of the asset based on the future cash flows that could potentially be
generated by the asset over its estimated remaining life. The future cash
flows are discounted to their present value utilizing a discount rate which
would provide sufficient return to a potential investor to estimate the value
of the subject asset. The present value of the cash flows over the life of the
asset are summed to equal the estimated value of the asset.
To determine the value of IPR&D, the expected future cash flows, including
costs to achieve technological feasibility, were discounted at a rate of 28%,
taking into account risks associated with timely development and roll-out of
the Company's in-process products, as well as strong growth and profit
margins. At the acquisition date, it was estimated that the seven projects
under development ranged from 5% to 81% complete. At the time of the
valuation, these projects were expected to be completed within twelve months.
5. SHORT-TERM INVESTMENTS:
The following table summarizes the Company's investments in available-for-
sale securities (in thousands):
December 31, 2000
------------------------------------------
Amortized Unrealized Unrealized Estimated
Cost Gains Losses Fair Value
--------- ---------- ---------- ----------
Short-term investments........... $75,334 $ -- $ 39 $75,295
Marketable equity security....... $ 365 $ -- $118 $ 247
December 31, 1999
------------------------------------------
Amortized Unrealized Unrealized Estimated
Cost Gains Losses Fair Value
--------- ---------- ---------- ----------
Marketable equity security...... $365 $3,865 $ -- $4,230
Short-term investments consists primarily of commercial paper. There were no
short-term investments at December 31, 1999. The contractual maturities of
available-for-sale debt securities at December 31, 2000 are all due within one
year. Marketable equity security consists of equity instruments of a publicly-
held company.
6. PROPERTY AND EQUIPMENT:
Property and equipment consists of the following (in thousands):
December 31,
----------------
2000 1999
------- -------
Computer software and equipment............................ $32,938 $ 5,522
Furniture, fixtures and office equipment................... 4,962 1,588
Leasehold improvements..................................... 15,332 1,421
------- -------
53,232 8,531
Less: accumulated depreciation............................. (8,171) (2,226)
------- -------
$45,061 $ 6,305
======= =======
Depreciation expense for the years ended December 31, 2000 and 1999 was $5.9
million and $1.4 million, respectively. The Company held no depreciable assets
in 1998.
60
HOMESTORE.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
7. INTANGIBLE ASSETS:
Intangible assets consist of the following (in thousands):
December 31,
------------------
2000 1999
-------- --------
Purchased content...................................... $ 64,680 $ 64,680
Goodwill............................................... 117,660 56,642
Porting relationships.................................. 10,000 10,000
Purchased technology................................... 21,580 5,000
NAR operating agreement................................ 7,405 7,405
Other.................................................. 30,072 7,614
-------- --------
251,397 151,341
Less: accumulated amortization......................... (56,655) (12,729)
-------- --------
$194,742 $138,612
======== ========
8. OTHER ASSETS:
Other assets consist of the following (in thousands):
December 31,
--------------
2000 1999
------- ------
Cost and equity investments................................ $43,331 $3,123
Other...................................................... 6,991 1,077
------- ------
$50,322 $4,200
======= ======
9. ACCRUED LIABILITIES:
Accrued liabilities consist of the following (in thousands):
December 31,
---------------
2000 1999
------- -------
Accrued payroll and related benefits...................... $16,705 $ 7,306
Accrued distribution fees................................. 5,576 5,724
Accrued royalties......................................... 11,161 3,091
Other..................................................... 15,793 7,566
------- -------
$49,235 $23,687
======= =======
10. RELATED-PARTY TRANSACTIONS:
In March 1999, the NAR received shares of RealSelect common stock
convertible into 297,620 shares of Company common stock in satisfaction of
certain obligations under the NAR operating agreement totaling $1.0 million.
61
HOMESTORE.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
During the year ended December 31, 1999, the Company issued promissory notes
to employees of the Company totaling $13.0 million for the exercise of stock
options and related expenses. These notes are full recourse and collateralized
by common stock of the Company and bear a weighted average interest of
5.13% per annum. These notes are classified as a component of stockholders'
equity. Approximately $126,000 and $12.8 million of these notes are due in
2003 and 2004, respectively.
During 2000, the Company received payments, net of accrued interest, of
approximately $2.5 million in connection with the issuance of these notes.
Additionally, the Company repurchased 471,007 shares of common stock for
approximately $2.9 million in exchange for the cancellation of promissory
notes of equal value.
11. NOTES PAYABLE:
The Company repaid approximately $38.6 million in notes payable during 2000.
At December 31, 2000, the Company had a $411,000 non-interest bearing note
payable outstanding, which has been discounted at 10%. This note is due in
2001.
12. STOCK PLANS:
Option Plans
Prior to the Reorganization, the Company granted stock options under the
InfoTouch 1994 Stock Incentive Plan. In connection with the formation of
RealSelect, options to purchase 1,326,000 shares of common stock, representing
all outstanding options granted prior to December 4, 1996, became fully
vested. In December 1996, the Company granted options to purchase 275,000
shares of common stock with an exercise price per share of $.06. In 1997,
options to purchase 258,000 shares at $.45 per share were canceled. In 1998,
options to purchase 1,328,000 shares at a weighted average exercise price of
$.45 were exercised. Accordingly, at December 31, 1998 and up through the date
of the Reorganization, options to purchase 15,000 shares were outstanding with
a weighted average exercise price of $.64 per share.
In connection with the Reorganization, the Company assumed the NSI 1996
Stock Incentive Plan (the "1996 Plan") which provides for the grant of options
to purchase up to 10,000,000 common shares. Under the terms of the plan,
options and other equity incentive awards may be granted to employees,
officers, directors and consultants at the then-current market value of the
Company's common shares, as determined by the Board of Directors. Options
granted generally vest over four years, 25% for the first year and monthly
thereafter over the remaining three years, and expire 10 years after the date
of grant.
In January 1999, the Board of Directors adopted, and in March 1999 the
Company's stockholders approved, the 1999 Equity Incentive Plan (the "1999
Plan") to replace the 1996 Plan. The 1999 Plan provides for the issuance of
both non-statutory and incentive stock options to employees, officers,
directors and consultants of the Company. The total number of shares of common
stock reserved for issuance under the 1999 Plan is equal to that number
previously reserved and available for grant under the 1996 Plan. The Company
will not issue new options under the 1996 Plan. In April 1999 and June 1999,
the Board of Directors authorized, and the stockholders approved, an increase
in the number of shares reserved for issuance under the 1999 Plan by an
additional 3,000,000 shares and 625,000 shares, respectively.
In June 1999, the Board of Directors adopted, and the stockholders approved,
the 1999 Stock Incentive Plan (the "SIP"). The SIP reserves 4,900,000 shares
of common stock for future grants. The SIP contains a provision for an
automatic increase in the number of shares available for grant starting
January 1, 2000 and each January
62
HOMESTORE.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
thereafter by an amount equal to 4.5% of the outstanding shares as of the
preceeding December 31; provided however that it does not exceed 20 million
shares. In accordance with the provisions of the 1999 Stock Incentive Plan,
the number of options available for grant was increased by 3,158,509 shares in
January 2000.
In September 2000, in connection with the acquisition of THG, the Company
assumed the Hessel 2000 Stock Option Plan. This Plan has 400,000 shares
authorized for issuance with 135,421 options issued and outstanding. Options
to be granted under this Plan will be nonqualified options and generally vest
20% after one year and monthly thereafter over the remaining four years and
expire ten years after the date of grant.
The following table summarizes the activities under the option plans
(including the InfoTouch, SpringStreet, and THG options) for the years ended
December 31, 1998, 1999 and 2000 (shares in thousands):
Weigted
Average
Number of Price Per Exercise
Shares Share Price
--------- ---------------- --------
Outstanding at December 31, 1997........ 4,453 $ 0.05 to $ 0.90 $ 0.26
Granted............................... 4,782 1.00 to 1.60 1.21
Exercised............................. (2,434) 0.06 to 1.00 .31
Cancelled............................. (426) 0.30 to 1.00 .71
Outstanding at December 31, 1998........ 6,375 .05 to 1.60 .91
------ ---------------- ------
SpringStreet options assumed.......... 719 .36 to 9.83 3.36
Granted............................... 10,214 2.00 to 69.63 13.52
Exercised............................. (5,967) .05 to 9.83 2.20
Cancelled............................. (1,072) .30 to 50.50 4.29
Outstanding at December 31, 1999........ 10,269 .06 to 69.63 12.60
------ ---------------- ------
The Hessel Group options assumed...... 135 36.00 to 47.13 39.77
Granted............................... 7,483 16.63 to 89.25 34.98
Exercised............................. (1,708) .30 to 34.50 4.44
Cancelled............................. (1,954) .36 to 89.25 25.16
------ ---------------- ------
Oustanding at December 31, 2000......... 14,225 $ .06 to $89.25 $23.79
====== ================ ======
NSI options granted during the years ended December 31, 1997 and 1998 and
options granted by the Company during the year ended December 31, 1999
resulted in total compensation of $1.0 million, $9.5 million and $13.4
million, respectively, and were recorded as deferred stock compensation in
stockholders' equity. This deferred compensation represented the difference
between the deemed fair value of the Company's common stock for accounting
purposes and the exercise price of these options at the date of grant. The
deferred stock compensation is included in cost of revenues, sales and
marketing, product development and general and administrative expenses in the
consolidated statement of operations over the related vesting period of the
options. Common stock available for future grants as of December 31, 2000 was
149,270 shares.
63
HOMESTORE.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Additional information with respect to the outstanding options at December
31, 2000 is as follows (shares in thousands):
Options
Options Outstanding Exercisable
------------------------------------------ ---------------------
Number Weighted Average Average Number Average
of Remaining Exercise of Exercise
Prices: Shares Contractual Life Price Shares Price
------- ------ ---------------- -------- ------ --------
$ .30 to 1.60 1,305 7.5 $ 1.09 975 $ 1.04
$ 2.00 to 3.57 460 8.1 2.68 376 2.64
$ 8.00 to 9.83 4,047 8.3 8.87 2,589 8.81
$16.63 to 24.63 1,144 9.2 21.49 81 20.00
$25.13 to 36.00 4,929 9.4 29.74 430 29.82
$45.00 to 54.00 1,765 9.4 47.85 75 48.04
$68.38 to 89.25 575 9.1 76.67 62 74.27
------ --- ------ ----- ------
$ .30 to 89.25 14,225 8.9 $23.79 4,588 $10.36
====== === ====== ===== ======
The Company follows the intrinsic value method in accounting for its stock
options. Had compensation cost been recognized based on the fair value at the
date of grant for options granted in 2000, 1999 and 1998, the pro forma
amounts of the Company's net loss and net loss per share for the years ended
December 31, 2000, 1999 and 1998 would have been as follows:
2000 1999 1998
--------- --------- -----
Net loss applicable to common stockholders:
As reported.................................. $(115,169) $ (95,306) $ (3)
Pro forma.................................... $(188,004) $(104,669) $ (3)
Net loss per share-basic and diluted:
As reported.................................. $ (1.44) $ (2.32) $ --
Pro forma.................................... $ (2.36) $ (2.54) $ --
The fair value for each option granted was estimated at the date of grant
using a Black-Scholes option pricing model, assuming no expected dividends and
the following weighted-average assumptions:
Year Ended December 31,
---------------------------
2000 1999 1998
------- ------- -------
Risk-free interest rates...................... 6% 6% 5%
Expected lives (in years)..................... 4 5 4
Dividend yield................................ 0% 0% 0%
Expected volatility........................... 100% 85% 0%
Options granted prior to the Company's initial public offering were valued
using the minimum value method and therefore volatility was not applicable.
The weighted-average fair value of options granted during the years ended
December 31, 2000, 1999 and 1998 was $25.47, $6.74 and $0.97, respectively.
Employee Stock Purchase Plan
In July 1999, the Company adopted, and the stockholders approved, the 1999
Employee Stock Purchase Plan ("ESPP"). Under the terms of the ESPP, the
initial aggregate number of shares of stock that may be issued is 750,000,
cumulatively increased on January 1, 2000 and each January 1 thereafter until
and including January 1, 2009 by an amount equal to half of a percent (.5%) of
the outstanding shares of stock as of the preceding
64
HOMESTORE.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
December 31; provided, however, that the aggregate shares reserved under the
plan shall not exceed 5,000,000 shares. In January 2000, the amount available
under the plan was increased by 413,806. Employees can choose to have up to
15% of their annual base earnings withheld, but not to exceed $15,000, to
purchase the Company's common stock. The purchase price of the common stock is
85% of the lesser of the fair market value as of the beginning or ending of
the offering period in February and August, as defined in the Plan. The first
offering period started on August 1, 1999. During 2000, the Company issued
230,590 shares of common stock under the ESPP at a weighted issuance price of
$17.54 per share.
13. WARRANTS:
In connection with the Reorganization, the Company assumed warrants to
purchase common stock. The warrants issued can be converted at the election of
the holder, without the payment by the holder of any additional consideration,
into shares of the Company's common stock having a value equal to the fair
market value of the total number of shares subject to the warrant less the
exercise price for that number of shares. The following describes the terms of
and accounting for the warrants assumed in the Reorganization and issued
subsequently.
In connection with entering into a web portal distribution agreement in
April 1998, the Company issued warrants to purchase 792,752 shares of the
Company's common stock at a weighted average exercise price of $7.00 per
share. In August 1999, warrants to purchase 107,527 shares of common stock
were exercised at an exercise price of $18.60 per share. The Company incurred
a total charge of $12.6 million which is being amortized to sales and
marketing expense over the term of the distribution agreement, approximately
two years. During the year ended December 31, 2000, warrants to purchase
665,064 shares of the Company's common stock were exercised at a weighted
average exercise price of $4.46 per share.
In January 1999, NSI entered into an equipment leasing arrangement which
provided for the sale and leaseback of certain existing equipment and lease
financing for additional equipment needs. At December 31, 1999, the Company
had leased $3.0 million of equipment, which covers the total availability
under the agreement. In addition, the agreement provides the lessor with
warrants to purchase up to 5,000 shares of Series F preferred stock at an
exercise price of $24.00 per share, which currently represent warrants to
purchase 25,000 shares of common stock at an exercise price of $4.80 per
share. The Company determined that the fair value of the warrants approximated
$115,000 on the date of grant.
In February 1999, the Company closed a private equity offering to real
estate brokers under the Company's Broker Gold program. The Company also
issued warrants to purchase up to 364,110 shares of our common stock with an
exercise price of $20.00 per share. All warrants issued are fully vested, non-
forfeitable and are immediately exercisable. The Company incurred a non-cash
charge of approximately $4.1 million which is being recognized as expense over
the remaining term of the initial two year Broker Gold program agreements.
During the year ended December 31, 2000, warrants to purchase 165,901 shares
of the Company's common stock were exercised.
In August 1999, in connection with a marketing agreement, the Company issued
warrants to purchase 500,000 shares of the Company's common stock at an
exercise price of $20.00 per share. The Company incurred a non-cash charge of
$3.5 million which is being recognized as expense over the two-year term of
the marketing agreement. All warrants issued were fully vested, non-
forfeitable and were immediately exercisable upon the closing of the IPO.
These warrants were exercised in July 2000.
In October 1999, in connection with a marketing agreement, the Company
issued warrants to purchase 119,048 shares of the Company's common stock at an
exercise price of $42.00 per share. The Company incurred a non-cash charge of
$1.1 million which is being recognized as expense over the two-year term of
the
65
HOMESTORE.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
marketing agreement. All warrants issued were fully vested, non-forfeitable
and were immediately exercisable. These warrants expired in April 2000.
Throughout 1999, the Company issued warrants to purchase 910,844 shares of
common stock at a weighted average price of $21.18 per share to Multiple
Listing Services ("MLS") that agreed to provide their real estate listings to
us for publication on the Internet on a national basis. All warrants issued
were fully vested, non-forfeitable and were immediately exercisable. The
Company incurred a total non-cash charge of approximately $11.2 million which
is being recognized as expense over the term of the applicable MLS agreement,
approximately one to two years. During the year ended December 31, 2000,
warrants to purchase 201,034 shares of the Company's common stock were
exercised at a weighted average exercise price of $20.00 per share.
In February 2000, the Company issued warrants to purchase 470,089 shares of
the Company's common stock at an exercise price of $66.50 per share to the
Broker Gold program members who elected to renew their existing listing
agreements with the Company for an additional two years at the end of their
existing two-year term. All warrants issued were fully vested, non-forfeitable
and were immediately exercisable. The non-cash charge for the warrants totaled
approximately $21.9 million which is being recognized as expense over three
years.
In March 2000, in connection with a marketing agreement, the Company issued
warrants to purchase 400,000 shares of the Company's common stock at an
exercise price of $35.63 per share. All warrants issued were fully vested,
non-forfeitable and were immediately exercisable. The Company incurred a non-
cash charge of $5.0 million which is being recognized as expense over the two-
year term of the advertising agreement.
Throughout 2000, the Company issued warrants to purchase 30,739 shares of
the Company's common stock at a weighted average price of $85.45 per share to
Multiple Listing Services ("MLS") that agreed to provide their real estate
listings to the Company for publication on the Internet on a national basis.
All warrants issued were fully vested, non-forfeitable and were immediately
exercisable. The Company incurred a total non-cash charge of approximately
$1.8 million which is being recognized as expense over the term of the
applicable MLS agreement, approximately two to three years.
The Company recognized $27.3 million and $8.7 million in stock-based charges
for the years ending December 31, 2000 and 1999, respectively in connection
with the issuance of warrants. There were no stock-based charges for 1998.
15. CAPITALIZATION:
On April 5, 1999, the Board of Directors effected a two-for-one stock split
of the outstanding shares of common stock. All share and per share information
included in these consolidated financial statements have been retroactively
adjusted to reflect this stock split.
On August 4, 1999, the Board of Directors effected a five-for-two stock
split of the outstanding shares of common stock. All share and per share
information included in these consolidated financial statements have been
retroactively adjusted to reflect this stock split.
66
HOMESTORE.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Convertible preferred stock immediately prior to the initial public offering
on August 4, 1999 was composed of the following (in thousands):
Shares
---------------------- Liquidation
Authorized Outstanding Amount
---------- ----------- -----------
Series A................................ 1,647 1,378 $ 4,561
Series B................................ 353 191 1,379
Series C................................ 614 614 5,054
Series D................................ 681 681 10,991
Series F................................ 2,100 1,760 44,686
Series G................................ 341 341 17,231
Series H................................ 845 845 42,358
Undesignated............................ 3,094 -- --
----- ----- --------
9,675 5,810 $126,260
===== ===== ========
On August 4, 1999, the Company completed its initial public offering of
common stock. At that time, all issued and outstanding shares of the Company's
convertible preferred stock, except for one share of Series A preferred stock
issued to the NAR, were converted into an aggregate of 29,049,369 shares of
common stock.
Immediately prior to the initial public offering, the holders of the
convertible preferred stock had the following rights:
Voting--Each share of convertible preferred stock has a number of votes
equal to the number of shares of common stock then issuable upon its
conversion. The convertible preferred stock generally votes together with the
common stock and not as a separate class.
Dividends--The holders of each series of convertible preferred stock are
entitled to receive dividends when, as and if declared by the Board of
Directors at a rate of 6.5% of the respective issuance price per share per
annum. The holders of Series D and Series F are entitled to receive cumulative
dividends in preference to the holders of Series A, Series B, and Series C
preferred stock and Series E redeemable convertible preferred stock and the
common stock. In the event of a public offering of the Company's equity
securities meeting certain minimum size requirements and timing, as defined in
the Certificate of Incorporation, dividends declared, if any, will not be
payable and will lapse. The holders of the Series D and Series F convertible
preferred stock are entitled to dividends at their stated rate whether or not
earned which are payable upon conversion provided the Company's public
offering does not meet certain minimum size requirements and timing.
Accordingly, the Company has recorded accretion from the date of the
Reorganization of $2.3 million for the year ended December 31, 1999 related to
the Series D and Series F dividends. No dividends have been declared or paid
from inception.
Liquidation--In the event of any liquidation or winding up of the Company,
the holders of each series of convertible preferred stock will be entitled to
receive, in preference to the holders of common stock, any distribution of
assets of the Company equal to the sum of the respective issuance price of
such shares plus any accrued and unpaid dividends. The holders of Series D and
Series F are entitled to receive any distribution of assets of the Company
before the holders of Series A, Series B, and Series C convertible preferred
stock and Series E redeemable convertible preferred stock. The holders of
Series A, Series B, Series C and Series E preferred stock are also entitled to
receive an amount equal to the dividend rate (6.5%) accruing on a quarterly
basis on the last day of each calendar quarter for the period from the
respective date of issuance of such shares to the date of liquidation.
67
HOMESTORE.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
After the full liquidation preference on all outstanding shares of
convertible preferred stock has been paid, any remaining funds and assets of
the Company will be distributed pro rata among the holders of the common
stock.
Redemption--If a liquidation or initial public offering has not occurred by
June 30, 2002, the holders of Series E redeemable convertible preferred stock
are entitled to a redemption out of the assets of the Company equal to the
Series E liquidation preference. The Company recorded accretion from the date
of the Reorganization of $154,000 for the year ended December 31, 1999 related
to the Series E redeemable convertible preferred stock redemption value.
Conversion--Each share of convertible preferred stock is convertible at the
holder's option at any time into common stock, according to a ratio which is
five-for-one, subject to adjustment for dilution. Each share of convertible
preferred stock automatically converts into common stock at the then
applicable conversion rate for each upon (i) the closing of an underwritten
public offering pursuant to which the post-closing enterprise value is at
least $300 million of Company stock at a price of at least $9.97 per share,
(ii) the consent of at least two-thirds of the outstanding preferred stock, or
(iii) as to each series of convertible preferred stock, upon the date that
less than 100 shares of such series are outstanding.
On August 10, 1999, the Company amended its certificate of incorporation
authorizing the Company to issue two classes of shares which are designated as
common stock, $0.001 par value per share, and preferred stock, $0.001 par
value per share. The total number of shares the Company is authorized to issue
is 500 million shares of common stock and 10 million shares of preferred
stock. At December 31, 2000, the Company had authorized the issuance of one
share of Series A preferred stock. At December 31, 2000, one share of Series A
preferred stock was issued and outstanding. The holder of Series A preferred
stock has the following rights:
Voting--Except as provided in this paragraph, the Series A preferred
stockholder is not entitled to notice of any stockholders' meetings and shall
not be entitled to vote on any matters with respect to any question upon which
holders of common stock or preferred stock have the right to vote, except as
may be required by law (and, in any such case, the Series A preferred shall
have one vote per share and shall vote together with the common stock as a
single class). The holder of Series A preferred is entitled to elect one (1)
director of the Company. If there is any vacancy in the office of a director
elected by the holder of the Series A preferred, then a director to hold
office for the unexpired term of such directorship may be elected by the vote
or written consent of the holder of the Series A preferred stock. The
provisions of the Article dealing with preferred stockholders rights included
in the certificate of incorporation may not be amended without the approval of
the holder of the Series A preferred stock.
Dividends--In each calendar year, the holder of the Series A preferred is
entitled to receive, when, as and if declared by the Board, non-cumulative
dividends in an amount equal to $0.08 per share (as appropriately adjusted for
stock splits, stock dividends, recapitalizations and the like), prior and in
preference to the payment of any dividend on the common stock in such calendar
year. If, after dividends in the full preferential amounts specified in this
Section for the Series A Preferred have been paid or declared and set apart in
any calendar year of the Company, the holder of Series A preferred shall have
no further rights to receive any further dividends that the Board may declare
or pay in that calendar year.
Liquidation--In the event of any liquidation, dissolution or winding up of
the Company, whether voluntary or involuntary, the Series A preferred is
entitled to receive, prior and in preference to any payment or distribution on
any shares of common stock, an amount per share equal to $1.00 per share of
Series A preferred. After payment of such amount, any further amounts
available for distribution shall be distributed among the holders of common
stock and the holders of preferred stock other than Series A preferred, if
any, entitled to receive such distributions.
68
HOMESTORE.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Redemption--Upon the earlier to occur of (i) termination of that certain
Operating Agreement dated November 26, 1996, as the same may be amended from
time to time (the "Operating Agreement"), or (ii) the National Association of
REALTORS(R) ("NAR") ceases to own at least 149,778 shares of common stock of
the Company, or (iii) the existence and continuance of a material breach by
the NAR of that certain Joint Ownership Agreement, dated as of November 26,
1996, among the NAR, NetSelect and NetSelect, L.L.C., or the Trademark License
dated as of November 26, 1996, by and between NAR and RealSelect, at any time
thereafter the Company may, at the option of the Board, redeem the Series A
preferred. The redemption price for each share of Series A preferred shall be
$1.00 per share.
Conversion--Each share of Series A preferred stock shall automatically be
converted into one share of common stock upon any sale, transfer, pledge, or
other disposition of the share of Series A preferred to any person or entity
other than the initial holder of such share of Series A preferred, or any
successor by operation of law that functions as a non-profit trade association
for REALTORS(R) under Section 501(c)(6) of Internal Revenue Code of 1986, as
amended, that owns the REALTOR(R) trademark, or any wholly-owned affiliate of
such holder as long as the holder continues to own such affiliate.
Repurchase of Common Stock
In February 1999, the Company repurchased 2,903,865 shares of common stock
for $11.9 million.
During 2000, the Company repurchased 471,007 shares of common stock for
approximately $2.9 million in exchange for the cancellation of notes payable
to the Company of equal value.
Sale of Common Stock and Series F Convertible Preferred Stock
In February 1999, the Company closed a private equity offering to real
estate brokers under its Broker Gold program. In the aggregate, the Company
sold 94,248 shares of Series F convertible preferred stock and 628,760 shares
of common stock for approximately $3.5 million. The Company recorded the $6.0
million difference between the deemed fair value of the stock for accounting
purposes and the price paid by the brokers as deferred compensation, which is
being amortized ratably over the two-year term of the Broker Gold agreement,
resulting in a non-cash charge of $2.0 million for the year ended December 31,
1999. Under the terms of the Broker Gold agreement, brokers provide the
Company with the right to display their property listings on an exclusive
basis.
In March 2000 and May 2000, in connection with acquisitions of WyldFyre
Technologies, Inc. and Top Producer Systems Inc., the Company issued 589,426
shares of the Company's common stock (Note 4).
In March 2000, in connection with a marketing agreement, the Company issued
1,085,271 shares of the Company's common stock to Budget Group, Inc. The
Company recorded the $70 million difference between the fair value of the
stock and the price paid by the Budget Group as deferred stock charges, which
is being amortized ratably over the ten-year term of the marketing agreement
(Note 19).
In April 2000, in connection with a marketing and distribution agreement,
the Company issued 3,894,343 shares of the Company's common stock to AOL (Note
19).
The Company recognized $21.9 million and $2.8 million in stock-based charges
in connection with the issuance of common stock for the years ended December
31, 2000 and 1999, respectively. There were no stock-based charges for 1998.
69
HOMESTORE.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
15. NET LOSS PER SHARE:
The following table sets forth the computation of basic and diluted net loss
per share applicable to common stockholders per share for the periods
indicated (in thousands, except per share amounts):
Year Ended December 31,
---------------------------
2000 1999 1998
--------- -------- ------
Historical presentation numerator:
Net loss.................................... $(115,169) $(93,007) $ (3)
Accretion of redemption value and dividends
on convertible preferred stock............. -- (2,299) --
--------- -------- ------
Net loss applicable to common stockholders.. $(115,169) $(95,306) $ (3)
========= ======== ======
Denominator:
Weighted average shares..................... 79,758 41,142 9,173
========= ======== ======
Basic and diluted net loss per share
applicable to common stockholders............ $ (1.44) $ (2.32) $ --
========= ======== ======
The per share computations exclude preferred stock, options and warrants
which are anti-dilutive. The number of such shares excluded from the basic and
diluted net loss per share computation were 16,107,866, 12,892,571 and 15,000
for the years ended December 31, 2000, 1999 and 1998, respectively.
16. SUPPLEMENTAL CASH FLOW INFORMATION:
During the year ended December 31, 2000:
. The Company paid $1.4 million for interest.
. The Company acquired Top Producer for $12.1 million in cash and 473,538
shares of common stock with an estimated fair value of $12.1 million and
assumed net liabilities of $522,000 in connection with this purchase.
. The Company issued 589,426 shares of common stock valued at $34.3
million as part of the WyldFyre acquisition.
. The Company paid cash of $15.0 million and assumed an option plan
consisting of 135,421 options with an estimated fair value of $4.5
million and assumed net assets of $747,220 as part of the The Hessel
Group acquisition.
. The Company issued 1,085,271 shares of common stock in connection with a
marketing agreement.
. The Company issued 3,894,343 shares of common stock in connection with a
marketing and distribution agreement.
. During 2000, the Company repurchased 471,007 shares of common stock for
approximately $2.9 million in exchange for the cancellation of
promissory notes to the Company of equal value.
. The Company received $10.4 million in equity securities for services.
During the year ended December 31, 1999:
. The Company issued shares of RealSelect common stock convertible into
297,620 shares of Company common stock to the NAR in satisfaction of
certain obligations under the operating agreement totaling $1.0 million.
70
HOMESTORE.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
. The Company issued notes receivable to stockholders for $12.1 million in
connection with exercising stock options and issuing restricted common
stock.
. The Company issued 364,000 shares of common stock valued at $3.3
million, 844,569 shares of Series H convertible preferred stock valued
at $42.1 million and assumed net assets of $10.1 million as part of the
SpringStreet acquisition.
. The Company issued 187,500 shares of common stock to the NAR in
satisfaction of certain obligations under the operating agreement
totaling $1.3 million.
. The Company issued 162,500 shares of common stock totaling $488,000 to
an employee for cash of $250,000 and a note receivable of $238,000.
. The Company converted all of the shares of RealSelect held by the NAR
into 3,917,265 shares of its common stock.
. The Company issued 250,000 shares of common stock valued at $11.2
million, a $37.5 million promissory note, and assumed $911,000 net
liabilities as part of the Homefair acquisition.
. The Company funded $3.0 million of capital expenditures through an
equipment lease financing arrangement.
. The Company issued 250,000 shares of common stock in satisfaction of the
Cendant Litigation.
. The Company issued 18,604 shares of common stock in exchange for a $1.0
million investment in a company.
. The Company paid $79,000 for interest.
During the year ended December 31, 1998:
. The Company paid $1,000 for interest.
17. DEFINED CONTRIBUTION PLAN:
The Company has a savings plan (the "Savings Plan") that qualifies as a
defined contribution plan under Section 401(k) of the Internal Revenue Code.
Under the Savings Plan, participating employees may defer a percentage (not to
exceed 15%) of their eligible pretax earnings up to the Internal Revenue
Service's annual contribution limit. All full-time employees on the payroll of
the Company are eligible to participate in the Plan. The Company is not
required to contribute to the Savings Plan and has made no contributions since
the inception of the Savings Plan.
71
HOMESTORE.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
18. INCOME TAXES:
As a result of net operating losses, the Company has not recorded a
provision for income taxes. The components of the deferred tax assets and
related valuation allowance at December 31, 2000 and 1999 are as follows (in
thousands):
December 31, December 31,
2000 1999
------------ ------------
Deferred tax assets:
Net operating loss carryforwards................ $ 75,154 $ 44,571
Equity compensation............................. 19,053 5,106
Other........................................... 2,338 1,723
-------- --------
96,545 51,400
Less: valuation allowance....................... (62,068) (16,570)
-------- --------
Net deferred tax assets........................... 34,477 34,830
-------- --------
Deferred tax liabilities:
Amortization of acquired intangible assets...... (34,477) (34,830)
-------- --------
Total gross deferred tax liabilities.............. (34,477) (34,830)
-------- --------
Net deferred tax asset (liability)................ $ -- $ --
======== ========
Based on management's assessment, the Company has placed a valuation
allowance against its otherwise recognizable deferred tax assets due to the
likelihood that the Company may not generate sufficient taxable income during
the carryforward period to utilize the net operating loss carryforwards. The
valuation allowance for net deferred taxes was increased by $45,498 in 2000.
The increase was the result of net changes in temporary differences as well as
adjustments attributable to acquisitions.
At December 31, 2000 and 1999, the Company had net operating losses for
federal income tax purposes of approximately $189.6 million and $116.7
million, respectively, which begin to expire in 2007. At December 31, 2000 and
1999, the Company had net operating losses for state income tax purposes of
approximately $99.5 million and $63.3 million, respectively, which begin to
expire in 2001. At December 31, 2000 and 1999, the net operating loss includes
approximately $56.3 million and $1.0 million related to the exercise of
employee stock options and warrants, respectively. Any benefit resulting from
the utilization of this portion of the net operating loss will be credited
directly to equity.
19. COMMITMENTS AND CONTINGENCIES:
Operating Leases
The Company leases certain facilities and equipment under noncancellable
operating leases with various expiration dates through 2008. The leases
generally contain renewal options and payments that may be adjusted for
increases in operating expenses and increases in the Consumer Price Index. The
company also assumed noncancellable operating leases from NSI in conjunction
with the Reorganization. Future minimum lease payments under these operating
leases as of December 31, 2000 are as follows (in thousands):
2001............................................................... $10,522
2002............................................................... 8,565
2003............................................................... 7,499
2004............................................................... 4,819
2005 and thereafter................................................ 12,633
-------
Total............................................................ $44,038
=======
72
HOMESTORE.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Rental expense for the Company for operating leases was $7.5 million and
$3.8 million for the years ended December 31, 2000 and 1999, respectively.
Total NSI rental expense for operating leases was $749,000 for the year ended
December 31, 1998.
Distribution Agreements
In connection with the Reorganization, the Company assumed various Internet
portal distribution agreements and marketing and listing agreements with real
estate franchises. Payments remaining over the next five years for these
agreements at December 31, 2000 are as follows (in thousands):
2001............................................................... $ 7,202
2002............................................................... 3,750
2003............................................................... 500
2004............................................................... --
2005 and thereafter................................................ --
-------
Total............................................................ $11,452
=======
AOL Agreement and Letter of Credit
In April 2000, the Company entered into a five-year marketing and
distribution agreement with AOL. In exchange for entering into this agreement,
the Company paid AOL $20.0 million in cash and issued to AOL approximately 3.9
million shares of its common stock. In the agreement, the Company has
guaranteed that the 30-day average closing price, related to 60%, 20% and 20%
of the shares it issued, will be $68.50 per share on the third, fourth and
fifth anniversaries of the agreement, respectively. This guarantee only
applies to shares that continue to be held by AOL at the end of each
respective year. As of December 31, 2000, the Company has recorded $189.8
million in other non-current liabilities, which represents the fair market
value of the 3.9 million shares of the Company's stock issued upon entering
the agreement and the guarantee of the stock. The difference between the total
guaranteed amount and the liability recorded is being recorded as other
expense over the term of the agreement. In connection with the guarantee, the
Company established a $90.0 million letter of credit and is required to pledge
an amount equal to the unused portion of the letter of credit. As of December
31, 2000, the Company had pledged $90.0 million in cash equivalents towards
this letter of credit which is classified as restricted cash on the balance
sheet. This letter of credit can be drawn against by AOL in the event that our
30-day average closing price is less than $68.50 at the end of each respective
guarantee date. The letter of credit will be reduced to $50.0 million at the
end of the third anniversary of the agreement. The term of the agreement may
be reduced if AOL draws more than $40.0 million from the letter of credit at
the end of the third year anniversary of the agreement.
Budget Agreement
In March 2000, the Company issued 1,085,271 shares of its common stock with
an estimated fair value of approximately $70.0 million to Budget Group, Inc.,
or BGI, in connection with entering into a ten-year strategic alliance
agreement that allows the Company to participate in online and offline BGI
marketing activities. In this agreement, the Company has guaranteed that the
price of the shares issued will be $64.50 per share on any trading day during
the six month period after the second anniversary of the agreement. BGI has
the right, during this period, to require Homestore, with respect to each
share as to which the right is exercised, at Homestore's discretion elects, to
i) pay to BGI an amount in cash equal to the excess of the guaranteed price
over the average price of the period ("the Put Amount"); ii) issue and deliver
to BGI the number of shares of common stock with a value per share equal to
the Put Amount; or iii) repurchase all of the shares of the stock at the
guaranteed price.
73
HOMESTORE.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Contingencies
From time to time, the Company has been party to various litigation and
administrative proceedings relating to claims arising from its operations in
the normal course of business. Based on the advice of counsel, management
believes that the resolution of these matters will not have a material adverse
effect on the Company's business, results of operations, financial condition
or cash flows.
Legal Proceedings
On October 22, 1999, the Company and Cendant Corporation ("Cendant")
announced a settlement of the pending litigation between the two companies. As
part of the settlement, Cendant received 250,000 shares of the Company's
common stock and agreed to take various actions to reaffirm various alliance
agreements with the Company. In connection with the issuance of the 250,000
shares, the Company recorded a non-cash charge of $8.4 million in 1999.
On April 25, 2000, the Company received a request for information pertaining
to its business from the Antitrust Division of the U.S. Department of Justice,
or DOJ. The request sought information about the Company's business as it
relates to Internet realty sites in the United States, and has responded to
that request. Following their review under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 of the Company's acquisition of Move.com, Inc.
("Move.com") and Welcome Wagon International, Inc. ("Welcome Wagon"),
collectively referred to as the Move.com Group from Cendant, the DOJ notified
the Company in February 2001 that it would not oppose the closing of the
acquisition, but intended to continue its investigation of certain
Homestore.com agreements, including certain agreements between Homestore.com
and Cendant. Homestore.com is continuing to cooperate with the DOJ with
respect to that investigation.
20. SUBSEQUENT EVENTS:
Acquisitions
In February 2001, the Company completed the acquisitions of Move.com, Inc.
and Welcome Wagon International, Inc., or collectively referred to as to the
Move.com Group from Cendant in an all stock transaction valued at $757.3
million. In connection with the acquisition, the Company issued an aggregate
of 21.4 million shares of the Company's common stock in exchange for all the
outstanding shares of capital stock of the Move.com Group and assumed
approximately 3.2 million outstanding stock options of Move.com, Inc. Cendant
is restricted in its ability to sell the Homestore.com shares it received in
the acquisition and has agreed to vote such shares on all corporate matters in
proportion to the voting decisions of all other stockholders. In addition,
Cendant has agreed to a ten-year standstill agreement that, under most
conditions, prohibits Cendant from acquiring additional Homestore.com shares.
The acquisition will be accounted for as a purchase, in accordance with
generally accepted accounting principles.
Stock Plans
In January 2001, in accordance with plan provisions, the number of shares
reserved for issuance under the 1999 Stock Incentive Plan and the 1999
Employee Stock Purchase Plan were increased by an additional 3,724,252 and
413,806, shares, respectively.
74
HOMESTORE.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
22. QUARTERLY FINANCIAL DATA (UNAUDITED):
Three months Ended
--------------------------------------------------------------------------------
Mar. 31, June 30, Sept. 30, Dec. 31, Mar. 31, June 30, Sept. 30, Dec. 31,
1999 1999 1999 1999 2000 2000 2000 2000
-------- -------- --------- -------- -------- -------- --------- --------
(in thousands, except per share amounts)
Revenues................ $ 5,570 $ 11,016 $ 18,625 $ 27,369 $ 38,599 $ 50,152 $ 62,203 $ 79,013
Gross profit............ 2,655 6,388 12,460 19,112 27,841 36,719 45,878 57,290
Loss from operations.... (10,415) (18,317) (35,534) (31,099) (33,607) (30,986) (32,851) (33,074)
Net loss................ $(10,486) $(18,280) $(34,226) $(30,015) $(29,212) $(24,712) $(27,058) $(34,187)
Net loss applicable to
common stockholders.... $(10,900) $(19,343) $(35,048) $(30,015) $(29,212) $(24,712) $(27,058) $(34,187)
Basic and diluted net
loss per share
applicable to common
stockholders........... $ (0.66) $ (0.79) $ (0.66) $ (0.43) $ (0.39) $ (0.31) $ (0.33) $ (0.41)
75
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders NetSelect, Inc.
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, of stockholders' equity and of cash
flows present fairly, in all material respects, the financial position of
NetSelect, Inc. and its subsidiaries (the "Company") at December 31, 1997 and
1998 and the results of their operations and their cash flows for the years
ended December 31, 1997 and 1998 in conformity with accounting principles
generally accepted in the United States. These financial statements are the
responsibility of the Company's management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with auditing standards generally
accepted in the United States which require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
/s/ PricewaterhouseCoopers LLP
Century City, California
March 31, 1999
76
NETSELECT, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
December 31,
----------------- February 4,
1997 1998 1999
------- -------- -----------
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents...................... $ 3,094 $ 14,690 $ 13,037
Accounts receivable, net of allowance for
doubtful accounts of $42, $378 and $455 at
December 31, 1997, 1998 and February 4, 1999,
respectively.................................. 282 2,070 2,333
Current portion of prepaid distribution
expense....................................... -- 3,830 3,482
Deferred royalties............................. 137 1,327 1,398
Other current assets........................... 158 1,674 1,739
------- -------- --------
Total current assets............................ 3,671 23,591 21,989
Prepaid distribution expense.................... -- 7,742 7,072
Property and equipment, net..................... 397 4,118 2,373
Intangible assets, net.......................... 5,019 19,724 19,463
Other assets.................................... 169 187 286
------- -------- --------
Total assets................................. $ 9,256 $ 55,362 $ 51,183
======= ======== ========
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED
STOCK AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable............................... $ 494 $ 5,499 $ 4,117
Accrued liabilities............................ 772 5,801 6,156
Due to related party........................... -- 2,200 2,200
Deferred revenue............................... 1,314 5,439 6,065
Current portion of notes payable............... -- 1,746 1,746
------- -------- --------
Total current liabilities.................... 2,580 20,685 20,284
Notes payable................................... -- 3,236 3,265
Minority interest............................... 222 -- --
------- -------- --------
2,802 23,921 23,549
------- -------- --------
Commitments and contingencies (Note 16)
Series E redeemable convertible preferred stock,
$.001 par value; 325 shares authorized, issued
and outstanding at December 31, 1998 and
February 4, 1999; redemption value of $6,003... -- 4,939 4,963
------- -------- --------
Stockholders' equity:
Convertible preferred stock, $.001 par value;
9,675 shares authorized; 2,614, 4,959 and
4,959 shares issued at December 31, 1997 and
1998 and February 4, 1999, respectively;
2,614, 4,528 and 4,528 shares outstanding at
December 31, 1997 and 1998 and February 4,
1999, respectively; liquidation preference of
$62,048 at December 31, 1998.................. 3 5 5
Common stock, $.001 par value; 90,000
authorized; 383, 2,496 and 2,496 issued and
outstanding at December 31, 1997 and 1998 and
February 4, 1999, respectively................ -- 2 2
Additional paid-in capital..................... 12,117 96,066 98,129
Treasury stock, at cost; 431 shares of
convertible preferred stock at December 31,
1998 and February 4, 1999..................... -- (1,770) (1,770)
Notes receivable from stockholders............. -- (3,230) (3,230)
Deferred stock charges......................... (739) (8,676) (10,079)
Accumulated deficit............................ (4,927) (55,895) (60,386)
------- -------- --------
Total stockholders' equity................... $ 6,454 $ 26,502 $ 22,671
------- -------- --------
$ 9,256 $ 55,362 $ 51,183
======= ======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
77
NETSELECT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
Year Ended January 1
December 31, to
----------------- February 4,
1997 1998 1999
------- -------- -----------
(unaudited)
Revenues........................................ $ 1,282 $ 15,003 $ 2,433
Cost of revenues (excluding $141 in non-cash
equity charges for the year ended December 31,
1998).......................................... 335 7,338 798
------- -------- -------
Gross profit.................................... 947 7,665 1,635
------- -------- -------
Operating expenses:
Sales and marketing (excluding $506 in non-
cash equity charges for the year ended
December 31, 1998)........................... 3,200 25,560 4,064
Product development (excluding $78 in non-cash
equity charges for the year ended December
31, 1998).................................... 506 4,139 174
General and administrative (excluding $837 in
non-cash equity charges for the year ended
December 31, 1998)........................... 2,687 6,929 1,053
Amortization of intangible assets............. 360 1,893 261
Stock-based charges........................... 257 20,455 569
------- -------- -------
Total operating expenses........................ 7,010 58,976 6,121
------- -------- -------
Loss from operations............................ (6,063) (51,311) (4,486)
Other income (expense), net..................... 74 121 (5)
------- -------- -------
Net loss before minority interest............... (5,989) (51,190) (4,491)
Minority interest............................... 1,239 222 --
------- -------- -------
Net loss........................................ (4,750) (50,968) (4,491)
Accretion of redemption value and dividends on
convertible preferred stock.................... -- (1,659) (207)
Repurchase of convertible preferred stock....... -- (7,727) --
------- -------- -------
Net loss applicable to common stockholders...... $(4,750) $(60,354) $(4,698)
======= ======== =======
The accompanying notes are an integral part of these consolidated financial
statements.
78
NETSELECT, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands)
Convertible
Preferred Notes
Stock Common Stock Additional Receivable Deferred Total
-------------- ------------- Paid-in Treasury from Stock Accumulated Stockholders'
Shares Amount Shares Amount Capital Stock Stockholders Charges Deficit Equity
------ ------ ------ ------ ---------- -------- ------------ -------- ----------- -------------
Balance at January 1,
1997................ 1,160 $ 1 353 $-- $ 3,879 $ -- $ -- $ -- $ (177) $ 3,703
Issuance of Series A
preferred........... 729 1 -- -- 2,064 -- -- -- -- 2,065
Issuance of Series B
preferred........... 111 -- -- -- 686 -- -- -- -- 686
Issuance of Series C
preferred........... 614 1 -- -- 4,439 -- -- -- -- 4,440
Issuance of common
stock for
acquisition of
TouchTech, Inc. .... -- -- 30 -- 53 -- -- -- -- 53
Deferred stock
charges............. -- -- -- -- 996 -- -- (996) -- --
Stock-based charges.. -- -- -- -- -- -- -- 257 -- 257
Net loss............. -- -- -- -- -- -- -- -- (4,750) (4,750)
----- ---- ----- ---- ------- ------- ------- -------- -------- --------
Balance at December
31, 1997............ 2,614 3 383 -- 12,117 -- -- (739) (4,927) 6,454
Issuance of Series D
preferred........... 681 1 -- -- 9,999 -- -- -- -- 10,000
Issuance of common
stock for
acquisition of The
Enterprise of
America, Ltd. ...... -- -- 105 -- 525 -- -- -- -- 525
Issuance of Series F
preferred........... 1,664 1 -- -- 39,701 -- -- -- -- 39,702
Issuance of common
stock............... -- -- 1,674 2 10,442 -- -- -- -- 10,444
Exercise of stock
options for notes
receivable.......... -- -- 221 -- 151 -- (151) -- -- --
Note receivable from
stockholder......... -- -- -- -- -- -- (3,079) -- -- (3,079)
Exercise of
warrants............ -- -- 113 -- -- -- -- -- -- --
Deferred stock
charges............. -- -- -- -- 9,497 -- -- (9,497) -- --
Issuance of warrants
and common stock.... -- -- -- -- 2,637 -- -- -- -- 2,637
Stock-based charges.. -- -- -- -- 18,895 -- -- 1,560 -- 20,455
Accretion of Series E
redemption value.... -- -- -- -- (171) -- -- -- -- (171)
Repurchase of Series
A and B preferred... (431) -- -- -- (7,727) (1,770) -- -- -- (9,497)
Net loss............. -- -- -- -- -- -- -- -- (50,968) (50,968)
----- ---- ----- ---- ------- ------- ------- -------- -------- --------
Balance at December
31, 1998............ 4,528 5 2,496 2 96,066 (1,770) (3,230) (8,676) (55,895) 26,502
Issuance of warrants
(unaudited)......... -- -- -- -- 115 -- -- -- -- 115
Deferred stock
charges
(unaudited)......... -- -- -- -- 1,972 -- -- (1,972) -- --
Stock-based charges
(unaudited)......... -- -- -- -- -- -- -- 569 -- 569
Accretion of Series E
redemption value
(unaudited)......... -- -- -- -- (24) -- -- -- -- (24)
Net loss
(unaudited)......... -- -- -- -- -- -- -- -- (4,491) (4,491)
----- ---- ----- ---- ------- ------- ------- -------- -------- --------
Balance at February
4, 1999
(unaudited)......... 4,528 $ 5 2,496 $ 2 $98,129 $(1,770) $(3,230) $(10,079) $(60,386) $ 22,671
===== ==== ===== ==== ======= ======= ======= ======== ======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
79
NETSELECT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Year ended January 1 to
December 31, February 4,
----------------- ------------
1997 1998 1999
------- -------- ------------
(unaudited)
Cash flows from operating activities:
Net loss...................................... $(4,750) $(50,968) $(4,491)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization................. 472 2,551 339
Provision for doubtful accounts............... -- 416 68
Amortization of discount on notes payable..... -- 215 29
Other non-cash items.......................... -- 961 206
Minority interest in loss..................... (1,239) (222) --
Stock-based charges........................... 257 20,455 569
Changes in operating assets and liabilities,
net of acquisitions:
Accounts receivable........................... (91) (1,638) (330)
Prepaid distribution expense.................. -- (11,228) 1,018
Deferred royalties............................ (137) (1,190) (71)
Due from affiliated company................... (119) 74 (6)
Other assets.................................. (241) (3) 178
Accounts payable and accrued liabilities...... 441 8,350 (1,026)
Deferred revenue.............................. 1,290 4,125 626
------- -------- -------
Net cash provided by (used in) operating
activities................................... (4,117) (28,102) (2,891)
------- -------- -------
Cash flows from investing activities:
Purchases of property and equipment........... (372) (3,853) (61)
Acquisition of The Enterprise, net of cash
acquired..................................... -- (705) --
Acquisition of MultiSearch, net of cash
acquired..................................... -- (761) --
Proceeds from sale of fixed assets............ -- -- 1,299
Payments made in connection with operating
agreement.................................... (1,260) -- --
------- -------- -------
Net cash provided by (used in) investing
activities................................... (1,632) (5,319) 1,238
------- -------- -------
Cash flows from financing activities:
Repayment of notes payable.................... -- (1,490) --
Proceeds from bridge loan..................... -- 12,000 --
Repayments on bridge loan..................... -- (1,325) --
Note receivable from stockholder.............. -- (3,079) --
Net proceeds from issuance of common stock.... 9 8,066 --
Net proceeds from issuance of preferred
stock........................................ 7,191 40,342 --
Repurchase of preferred stock................. -- (9,497) --
------- -------- -------
Net cash provided by financing activities..... 7,200 45,017 --
------- -------- -------
Change in cash and cash equivalents........... 1,451 11,596 (1,653)
Cash and cash equivalents, beginning of
period....................................... 1,643 3,094 14,690
------- -------- -------
Cash and cash equivalents, end of period...... $ 3,094 $ 14,690 $13,037
======= ======== =======
Supplemental disclosure of cash flow
activities:
Cash paid during the year for interest........ $ -- $ 170 $ --
======= ======== =======
The accompanying notes are an integral part of these consolidated financial
statements.
80
NETSELECT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BUSINESS:
NetSelect, Inc. ("NSI" or the "Company") was incorporated in the state of
Delaware on October 28, 1996. The Company's primary business activity has been
managing its investment in NetSelect LLC ("LLC"). Effective December 4, 1996,
the Company made its initial investment in LLC (see Note 3--Investment in
NetSelect, LLC) along with InfoTouch Corporation ("InfoTouch"), the minority
stockholder in LLC. LLC is the majority stockholder of RealSelect, Inc.
("RealSelect"), which is an operating company created to establish an
Internet-based marketing service for real estate.
Pursuant to a number of agreements governing the formation of RealSelect,
both InfoTouch and the Company were required to remain shell companies for
their respective investments in LLC. On February 4, 1999, the Company entered
into a non-substantive share exchange and merged into InfoTouch, which then
changed its name to NetSelect. InfoTouch issued shares of preferred and common
stock and assumed all outstanding NSI options and warrants for InfoTouch
common and preferred stock pursuant to an exchange ratio equivalent to the
respective ownership in LLC of NSI and InfoTouch stockholders.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Unaudited Interim Financial Information--The interim consolidated financial
information of the Company for the nine months ended September 30, 1998 and
the period from January 1, 1999 to February 4, 1999 is unaudited. The
unaudited interim consolidated financial information has been prepared on the
same basis as the annual consolidated financial statements and, in the opinion
of management, reflect all adjustments, consisting only of normal recurring
adjustments, necessary to present fairly the financial position, results of
operations and cash flows at and for the period from January 1, 1999 to
February 4, 1999.
Principles of Consolidation--The consolidated financial statements include
the accounts of the Company and its majority owned subsidiaries. As a result
of net losses, minority stockholders' interests have been eliminated to the
extent of such minority stockholders' investments. All material intercompany
transactions and balances have been eliminated in consolidation.
Use of Estimates--The preparation of financial statements in accordance with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent liabilities and the reported amounts of revenues and
expenses. Actual results could differ from those estimates.
Cash Equivalents--The Company considers all highly liquid investments with
an original maturity of three months or less to be cash equivalents. Cash
equivalents consist primarily of deposits in money market funds.
Concentration of Credit Risk--Financial instruments that potentially subject
the Company to a concentration of credit risk consist of cash and cash
equivalents and accounts receivable. Cash and cash equivalents are deposited
with high credit quality financial institutions. The Company's accounts
receivable are derived from revenue earned from customers located in the
United States. Accounts receivable balances are typically settled through
customer credit cards and, as a result, the majority of accounts receivable
are collected upon processing of credit card transactions. The Company
maintains an allowance for doubtful accounts based upon the expected
collectibility of accounts receivable.
During the years ended December 31, 1997 and 1998, and the period from
January 1, 1999 to February 4, 1999 (unaudited), no customers accounted for
more than 10% of net revenues or net accounts receivable.
Fair Value of Financial Instruments--The Company's financial instruments,
including cash and cash equivalents, accounts receivable, accounts payable,
and notes payable are carried at cost, which approximates
81
NETSELECT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
their fair value because of the short-term maturity of these instruments and
the relatively stable interest rate environment.
Prepaid Distribution--The Company has entered into various web portal
distribution and preferred alliance agreements, which are being amortized
ratably over the term of the agreements, generally two to five years.
Property and Equipment--Property and equipment are stated at historical
cost. Depreciation and amortization is computed using the straight-line method
over the estimated useful lives of the assets, generally three years or less,
or the shorter of the lease term or the estimated useful lives of the assets,
if applicable.
Intangible Assets--Intangible assets primarily consist of goodwill resulting
from the acquisitions of The Enterprise of America, Ltd. ("The Enterprise")
and MultiSearch Solutions, Inc. ("MultiSearch"). This goodwill is being
amortized on a straight-line basis over the estimated periods of benefit of
five years. In addition, in connection with its formation, the Company entered
into an exclusive lifetime operating agreement with the NAR and received
intellectual property from InfoTouch. Pursuant to an operating agreement, the
Company made various payments and issued RealSelect common stock to the
National Association of REALTORS(R) (the "NAR") for the right to use the
REALTOR.com(R) trademark and domain name, the "REALTORS(R)" trademark and the
exclusive use of the web site for real estate listings. The InfoTouch
intellectual property, the stock issued and payments made to the NAR, as well
as certain milestone-based amounts subsequently earned by the NAR have been
recorded as intangible assets and are being amortized on a straight-line basis
over the estimated period of benefit of 15 years.
The Company reviews its long-lived and intangible assets for impairment
whenever events or changes in circumstances indicate the carrying amount of
such assets may not be recoverable. Recoverability of these assets is
determined by comparing the forecasted undiscounted cash flows attributable to
such assets to their carrying value. If the carrying value of the assets
exceeds the forecasted undiscounted cash flows, then the assets are written
down to their fair value. Fair value is determined based on discounted cash
flows or appraised values, depending upon the nature of the assets.
Revenue Recognition--The Company's revenues are derived principally from the
sale of advertising products and services to real estate agents and brokers,
home builders, property owners and managers. Revenues associated with the sale
of agent products are recognized ratably over the term of the contract,
generally 12 months. Royalties directly associated with these revenues are
deferred and amortized over the same period. The Company also sells banner
advertising pursuant to short-term contracts, which may include the guarantee
of a minimum number of impressions or times that an advertisement appears in
pages viewed by the users of the Company's online properties. This advertising
revenue is recognized ratably based upon the lesser of impressions delivered
over the total number of guaranteed impressions or ratably over the period in
which the advertisement is displayed.
Product Development Costs--Costs incurred by the Company to develop,
enhance, manage, monitor and operate the Company's web sites are generally
expensed as incurred, except for certain costs relating to the acquisition and
development of internal-use software that are capitalized and depreciated over
estimated economic lives, generally three years or less.
Advertising Expense--Advertising costs, including co-operative advertising
costs, are expensed as incurred and totaled $818,000 and $3.3 million during
the years ended December 31, 1997 and 1998, respectively.
Stock-Based Charges--The Company accounts for stock-based employee
compensation arrangements in accordance with the provisions of Accounting
Principles Board Opinion ("APB") No. 25, "Accounting for Stock Issued to
Employees," and complies with the disclosure provisions of Statement of
Financial Accounting
82
NETSELECT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation." Under
APB 25, compensation expense is recognized over the vesting period based on
the difference, if any, on the date of grant between the fair value of the
Company's stock and the exercise price. The Company accounts for stock issued
to non-employees in accordance with the provisions of SFAS No. 123 and EITF
96-18.
Income Taxes--Income taxes are accounted for under SFAS No. 109, "Accounting
for Income Taxes." Under SFAS No. 109, deferred tax assets and liabilities are
determined based on differences between financial reporting and tax basis of
assets and liabilities, and are measured using the enacted tax rates and laws
that will be in effect when the differences are expected to reverse.
Comprehensive Income--Effective January 1, 1998, the Company adopted the
provisions of SFAS No. 130, "Reporting Comprehensive Income." SFAS No. 130
establishes standards for reporting comprehensive income and its components in
financial statements. Comprehensive income, as defined, includes all changes
in equity (net assets) during a period from non-owner sources. To date, the
Company has not had any transactions that are required to be reported in
comprehensive income.
Segments--The Company operates in one principal business segment, an
Internet destination for home and real estate-related information and
advertising products and services. Substantially all of the Company's
operating results and identifiable assets are in the United States.
During the years ended December 31, 1997 and 1998 and for the period from
January 1 through February 4, 1999, no customer accounted for more than 10% of
net revenues or net accounts receivable.
Recent Accounting Pronouncements--In March 1998, the American Institute of
Certified Public Accountants ("AICPA") issued Statement of Position ("SOP")
No. 98-1, "Software for Internal Use," which provides guidance on accounting
for the cost of computer software developed or obtained for internal use. The
adoption of SOP 98-1 during the first quarter of 1999 did not have a
significant impact on financial position, results of operations or cash flows.
In April 1998, the AICPA issued SOP No. 98-5, "Reporting on the Costs of
Start-Up activities." SOP No. 98-5 requires that all start-up costs related to
new operations must be expensed as incurred. In addition, start-up costs that
were capitalized in the past must be written off when SOP No. 98-5 is adopted.
The adoption of SOP No. 98-5 during the first quarter of 1999 did not have a
significant impact on financial position, results of operations or cash flows.
3. INVESTMENT IN NETSELECT, LLC:
Effective December 4, 1996, the Company entered into a series of agreements
with the National Associations of REALTORS(R), and its wholly owned subsidiary
REALTORS(R) Information Network (together referred to as the "NAR"), InfoTouch
and several investors (collectively referred to as the "Investors") in
connection with the formation of RealSelect.
The Company sold $7.0 million of common and preferred stock to the Investors
which in turn was invested in LLC for an ownership interest of 54% in LLC.
InfoTouch received a 46% interest in LLC for the transfer of its assets,
liabilities and intellectual property relating to the concept of listing
residential real estate on the Internet. The book value of the net liabilities
transferred amounted to $96,000. LLC transferred $5.8 million and the
InfoTouch intellectual property to RealSelect, for an 85% ownership interest
in RealSelect. RealSelect received from the NAR the right to use certain
trademarks, an agreement not to compete and in return assumed certain debt of
the NAR. As part of this transaction, RealSelect and the NAR entered into an
operating agreement for the Internet site REALTOR.com(R), an agreement not to
compete and certain trademark agreements. RealSelect
83
NETSELECT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
paid the NAR and its creditors $3.4 million, forgave debt of $266,000 and
issued common stock representing a 15% ownership interest to the NAR.
Since inception, the Company has raised additional capital and issued common
and preferred stock in connection with acquisitions all of which has been
completely invested in RealSelect through LLC. As a result, the ownership
interests of the Company in LLC, and LLC's ownership interest in RealSelect,
increased to 66% and 87%, respectively, as of December 31, 1997, and 79% and
93%, respectively, as of December 31, 1998. The minority investments of
InfoTouch and the NAR in LLC and RealSelect, respectively, have been
eliminated in the consolidated financial statements as each stockholder's
share of the net investee losses have exceeded their investments and there is
no future funding requirements.
4. ACQUISITIONS:
TouchTech Corporation
Effective December 31, 1997, the Company acquired all the outstanding stock
of TouchTech Corporation, a Canadian company, in exchange for 29,382 shares of
common stock with a value of $53,000. The acquisition has been accounted for
as a purchase. The excess of fair value of purchase consideration over net
tangible assets has been allocated to goodwill and is being amortized on a
straight-line basis over five years.
The Enterprise
Effective March 31, 1998, the Company acquired The Enterprise in exchange
for aggregate consideration consisting of 105,000 shares of Company common
stock with an estimated fair value of $525,000, a note payable in the amount
of $2.2 million, $705,000 in cash and the assumption of $946,000 of net
liabilities. Included in liabilities assumed were $836,000 of demand notes
payable that were paid by the Company on the effective date of the
acquisition. The acquisition has been accounted for as a purchase. The excess
of purchase consideration over net tangible assets acquired of $3.9 million
has been allocated to goodwill which is being amortized on a straight-line
basis over five years. The purchase agreement also provides for certain
contingent payments in the event that predetermined levels of sales are
achieved. Such payments, if any, will be accounted for as compensation expense
in the period earned and in no event shall such aggregate payments exceed $1.0
million. For the year ended December 31, 1998, no contingent payments were
required under the terms of the agreement.
MultiSearch
Effective July 1, 1998, the Company acquired MultiSearch, in exchange for
aggregate consideration consisting of 325,000 shares of Series E convertible
preferred stock with a value of $4.8 million, a note payable in the amount of
$3.6 million, $875,000 in cash and the assumption of $657,000 of net
liabilities. Included in liabilities assumed were $654,000 of demand notes
payable that were paid by the Company on the effective date of the
acquisition. The acquisition has been accounted for as a purchase. The excess
of total purchase consideration over net tangible assets acquired of $9.4
million has been allocated to goodwill which is being amortized on a straight-
line basis over five years. The purchase agreement also provides for certain
contingent payments in the event that predetermined levels of sales and
earnings are achieved. Such payments, if any, will be accounted for as
compensation expense in the period earned. For the year ended December 31,
1998, $360,000 of expense was recognized under the terms of the agreement.
84
NETSELECT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
The following summarized unaudited pro forma financial information assumes
The Enterprise and MultiSearch acquisitions occurred at the beginning of each
period (in thousands):
December 31, December 31,
1997 1998
------------ ------------
Revenues........................................... $ 8,505 $ 18,026
Net loss applicable to common stockholders......... (9,470) (61,969)
5. PROPERTY AND EQUIPMENT:
Property and equipment consists of the following (in thousands):
December 31, December 31,
1997 1998
------------ ------------
Computer equipment................................. $ 394 $2,903
Furniture and fixtures............................. 77 1,337
Leasehold improvements............................. 50 700
----- ------
521 4,940
Less: Accumulated depreciation..................... (124) (822)
----- ------
$ 397 $4,118
===== ======
Depreciation expense for the years ended December 31, 1997 and 1998 was
$119,000 and $659,000, respectively.
6. INTANGIBLE ASSETS:
Intangible assets consist of the following (in thousands):
December 31, December 31,
1997 1998
------------ ------------
Goodwill........................................... $ -- $13,243
RIN operating agreement............................ 4,745 6,745
Other.............................................. 656 2,012
------ -------
5,401 22,000
Less: Accumulated amortization..................... (382) (2,276)
------ -------
$5,019 $19,724
====== =======
Amortization expense for the years ended December 31, 1997 and 1998 was
$360,000 and $1.9 million, respectively.
7. ACCRUED LIABILITIES:
Accrued liabilities consist of the following (in thousands):
December 31, December 31,
1997 1998
------------ ------------
Accrued payroll and related benefits............... $442 $1,973
Accrued distribution fees.......................... -- 1,366
Accrued royalties.................................. -- 979
Other.............................................. 330 1,483
---- ------
$772 $5,801
==== ======
85
NETSELECT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
8. RELATED-PARTY TRANSACTIONS:
At December 31, 1997 and 1998, the Company was indebted to an officer for
$168,000 and $188,000, respectively. The loan is due on demand and bears
interest at 10% per annum.
In August 1998, the Company issued 57,671 shares of common stock and 26,504
shares of Series F convertible preferred stock to the NAR in satisfaction of a
$1.0 million obligation for the Company's share of advertising costs for a co-
operative advertising program with the NAR. At December 31, 1998, the Company
was indebted to the NAR for $2.2 million pursuant to certain provisions of the
operating agreement.
In connection with a 1998 stock redemption agreement, the Company loaned
$3.1 million to a stockholder of InfoTouch. The note is non-interest bearing,
full recourse and collateralized by the shares of common stock. At December
31, 1998, the note was classified as a component of stockholders' equity.
At December 31, 1998, the Company held promissory notes from employees and
directors totaling $151,000 for the exercise of stock options. The notes bear
interest at 5.3% per annum and are due on or before August 21, 2003. The
notes, which are classified as a component of stockholders' equity, are full
recourse and collateralized by shares of common stock of the Company owned by
the employees and directors.
9. NOTES PAYABLE:
As part of the acquisition of The Enterprise, the Company issued a $2.2
million non-interest bearing note payable which has been discounted at 10%.
The unamortized balance of the discount at December 31, 1998 was $354,000. The
note is payable in four installments, and matures on March 31, 2001.
As part of the acquisition of MultiSearch, the Company issued a $3.6 million
non-interest bearing note payable which has been discounted at 10%. The
unamortized balance of the discount at December 31, 1998 was $453,000. The
note is payable in three installments, and matures on April 1, 2001.
As of December 31, 1998, future payments under the notes are as follows (in
thousands):
Principal
Year Ending December 31, Payments
------------------------ ---------
1999............................................................. $2,097
2000............................................................. 1,797
2001............................................................. 1,895
------
5,789
Less: Discount................................................... (807)
------
Present value of notes payable................................... 4,982
Less: Current portion............................................ 1,746
------
Long-term portion................................................ $3,236
======
10. STOCK OPTIONS:
The Company's 1996 Stock Incentive Plan (the "Plan") provides for the grant
of options to employees, officers, directors and consultants at the then-
current market value of the Company's common stock, as determined by the Board
of Directors. Options granted generally vest over four years, 25% on the first
anniversary and monthly thereafter over the remaining three years, and expire
10 years from the date of grant.
86
NETSELECT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
The following table summarizes activity under the Plan for the years ended
December 31, 1997 and 1998, and for the period from January 1, 1999 to
February 4, 1999 (shares in thousands):
Weighted
Average
Number of Price Exercise
Shares Per Share Price
--------- ------------- --------
Outstanding at January 1, 1997............ 335 $ .28 $ .28
Granted................................. 287 1.50 1.50
-----
Outstanding at December 31, 1997.......... 622 .28 to 1.50 .84
Granted................................. 956 5.00 to 8.00 6.02
Exercised............................... (221) .28 to 5.00 .68
Canceled................................ (85) 1.50 to 5.00 3.90
-----
Outstanding at December 31, 1998.......... 1,272 .28 to 8.00 4.56
Granted (unaudited)..................... 40 10.00 10.00
-----
Outstanding at February 4, 1999
(unaudited).............................. 1,312 .28 to 10.00 4.74
=====
Options granted during the years ended December 31, 1997 and 1998 resulted
in total compensation of $1.0 million and $9.5 million, respectively and were
recorded as deferred stock compensation in stockholders' equity. This deferred
compensation represented the difference between the deemed fair value of the
Company's common stock for accounting purposes and the exercise price of these
options at the date of grant. The deferred stock compensation amount will be
recognized as stock-based compensation over the related vesting period of the
options. During the years ended December 31, 1997 and 1998, such stock-based
compensation was $257,000 and $1.6 million, respectively. Options outstanding
at December 31, 1998 were exercisable for 144,000 shares of common stock.
Common stock available for future grants at December 31, 1998 was 507,000
shares.
Additional information with respect to the outstanding options as of
December 31, 1998 is as follows (shares in thousands):
Options
Options Outstanding Exercisable
----------------------------------- ------------------
Weighted Average Average Average
Number of Remaining Exercise Number of Exercise
Prices: Shares Contractual Life Price Shares Price
------- --------- ---------------- -------- --------- --------
$ .28................ 113 7.90 $ .28 8 $ .28
1.50................ 250 8.70 1.50 67 1.50
5.00................ 224 9.20 5.00 18 5.00
6.00................ 181 9.50 6.00 23 6.00
6.32................ 421 9.70 6.32 27 6.32
8.00................ 83 9.90 8.00 1 8.00
----- ---
1,272 144
===== ===
The Company calculated the minimum fair value of each option grant on the
date of the grant using the minimum value option pricing model as prescribed
by SFAS No. 123 using the following assumptions:
December 31,
----------------
1996 1997 1998
---- ---- ----
Risk-free interest rates...................................... 6% 6% 5%
Expected lives (in years)..................................... 4 5 4
Dividend yield................................................ 0% 0% 0%
Expected volatility........................................... 0% 0% 0%
87
NETSELECT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
The compensation expense associated with the stock-based compensation plans
did not result in a material difference from the reported net loss for the
years ended December 31, 1997 and 1998.
11. WARRANTS:
In connection with entering into a distribution agreement with America
Online in April 1998, the Company issued a warrant to purchase 113,295 shares
of the Company's common stock at an exercise price of $6.32 per share. America
Online will also hold warrants to acquire $3.0 million of common stock with a
weighted average exercise price of 137.5% of the initial public offering
price. If warrants are purchased in connection with an IPO, the fair value
will be measured at the date of the IPO and amortized to sales and marketing
expense over the remaining term of the distribution agreement.
Under the terms of an operating agreement entered into in 1998, the Company
issued an immediately exercisable warrant to purchase 113,288 shares of common
stock at an exercise price $.001 per share. The Company determined that the
fair value of the warrant approximated $1.4 million at the date of issuance
which is included in amortization of intangible assets over the estimated
useful life of the operating agreement. The warrant was exercised in November
1998.
During 1998, the Company issued warrants to purchase up to 41,876 shares of
common stock to Multiple Listing Services ("MLSs") that agreed to provide
their real estate listings to us for publication on the Internet on a
preferred national basis over an initial term of 18 months. The issuance of
these warrants is contingent upon completion of an IPO. The exercise price
will be equal to the IPO per share price. The fair value of issuable warrants
will be measured at the date an IPO is deemed to be probable and recognized as
expense over the terms of the applicable MLS agreement.
12. CAPITALIZATION:
Convertible preferred stock at December 31, 1998 consists of the following
(in thousands):
Shares
---------------------- Liquidation
Authorized Outstanding Amount
---------- ----------- -----------
Series A.................................. 1,647 1,378 $ 4,416
Series B.................................. 353 191 1,334
Series C.................................. 614 614 4,884
Series D.................................. 681 681 10,543
Series F.................................. 2,100 1,664 40,871
Undesignated.............................. 4,280 -- --
----- ----- -------
9,675 4,528 $62,048
===== ===== =======
Voting--Each share of convertible preferred stock has a number of votes
equal to the number of shares of common stock then issuable upon its
conversion. The convertible preferred stock generally votes together with the
common stock and not as a separate class.
Dividends--The holders of each series of convertible preferred stock are
entitled to receive dividends when, as and if declared by the Board of
Directors at a rate of 6.5% of the respective issuance price per share
per annum. The holders of Series D and Series F are entitled to receive
cumulative dividends in preference to the holders of Series A, Series B, and
Series C preferred stock and Series E redeemable convertible preferred stock
and the common stock. In the event of a public offering of the Company's
equity securities meeting certain minimum size requirements and timing, as
defined in the Certificate of Incorporation, dividends declared, if any,
88
NETSELECT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
will not be payable and will lapse. The holders of the Series D and Series F
convertible preferred stock are entitled to dividends at their stated rate
whether or not earned which are payable upon conversion provided the Company's
public offering does not meet certain minimum size requirements and timing.
Accordingly, the Company has recorded accretion of $1.5 million for the year
ended December 31, 1998 related to the Series D and Series F dividends.
No dividends have been declared or paid from inception through December 31,
1998.
Liquidation--In the event of any liquidation or winding up of the Company,
the holders of each series of convertible preferred stock will be entitled to
receive, in preference to the holders of common stock, any distribution of
assets of the Company equal to the sum of the respective issuance price of
such shares plus any accrued and unpaid dividends. The holders of Series D and
Series F are entitled to receive any distribution of assets of the Company
before the holders of Series A, Series B, and Series C convertible preferred
stock and Series E redeemable convertible preferred stock. The holders of
Series A, Series B, Series C and Series E preferred stock are also entitled to
receive an amount equal to the dividend rate (6.5%) accruing on a quarterly
basis on the last day of each calendar quarter for the period from the
respective date of issuance of such shares to the date of liquidation.
After the full liquidation preference on all outstanding shares of
convertible preferred stock has been paid, any remaining funds and assets of
the Company will be distributed pro rata among the holders of the common
stock.
Redemption--If a liquidation or initial public offering has not occurred by
June 30, 2002, the holders of Series E redeemable convertible preferred stock
are entitled to a redemption out of the assets of the Company equal to the
Series E liquidation preference. The Company has recorded accretion of
$171,000 for the year ended December 31, 1998 related to the Series E
redeemable preferred stock redemption value.
Conversion--Each share of convertible preferred stock is convertible at the
holder's option at any time into common stock, according to a ratio which is
two-for-one, subject to adjustment for dilution. Each share of convertible
preferred stock automatically converts into common stock at the then
applicable conversion rate for each upon (i) the closing of an underwritten
public offering pursuant to which the post-closing enterprise value is at
least $300 million of Company stock at a price of at least $24.93 per share,
(ii) the consent of at least two-thirds of the outstanding preferred stock, or
(iii) as to each series of convertible preferred stock, upon the date that
less than 100 shares of such series are outstanding.
Repurchase of Preferred Stock--In November 1998, the Company repurchased
431,664 shares of Series A and Series B convertible preferred stock for $9.5
million. The difference of $7.7 million between the carrying value of the
preferred stock prior to repurchase and the price paid has been included in
net loss for the year ended December 31, 1998 in the computation of net loss
applicable to common stockholders.
Sale of Common Stock--In connection with the August 1998 Series F financing,
the Company sold an aggregate of 1,673,991 shares of common stock to certain
investors and received gross proceeds of approximately $10.6 million. The
Company recognized the $18.9 million difference between the estimated fair
value of the stock and the price paid by investors as stock-based compensation
in 1998.
13. SUPPLEMENTAL CASH FLOW INFORMATION:
During the period from January 1, 1999 to February 4, 1999 (unaudited):
. In connection with an equipment lease financing arrangement, the Company
sold $749,000 of net property and equipment in exchange for assumption
of third party payables.
89
NETSELECT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
During the year ended December 31, 1998:
. The Company issued common and convertible preferred stock valued at $1.9
million in connection with an advertising agreement.
. The Company incurred a $2.0 million payable to a related party in
connection with certain obligations under a lifetime operating
agreement.
. Convertible notes in the amount of $10.7 million, plus $64,000 in
accrued interest, were converted into Series F convertible preferred
stock.
. The Company issued notes receivable to stockholders for $151,000 in
connection with the exercise of stock options.
. The Company issued warrants with a fair value of $1.4 million.
. The Company issued 105,000 shares of common stock valued at $525,000, a
note payable of $2.2 million and assumed net liabilities of $946,000 as
part of the acquisition of The Enterprise.
. The Company issued 325,000 shares of Series E redeemable convertible
preferred stock valued at $4.8 million, a note payable of $3.6 million
and assumed net liabilities of $657,000 as part of the acquisition of
MultiSearch.
During the year ended December 31, 1997:
. The Company issued 29,382 shares of common stock with a value of $53,000
as part of the acquisition of TouchTech.
14. DEFINED CONTRIBUTION PLAN:
The Company has a savings plan (the "Savings Plan") that qualifies as a
defined contribution plan under Section 401(k) of the Internal Revenue Code.
Under the Savings Plan, participating employees may defer a percentage (not to
exceed 15%) of their eligible pretax earnings up to the Internal Revenue
Service's annual contribution limit. All full-time employees on the payroll of
the Company are eligible to participate in the Plan. The Company is not
required to contribute to the Savings Plan and has made no contributions since
the inception of the Savings Plan.
15. INCOME TAXES:
As a result of net operating losses, the Company has not recorded a
provision for income taxes. The components of the deferred tax assets and
related valuation allowance at December 31, 1997 and 1998 are as follows (in
thousands):
December 31,
-----------------
1997 1998
------- --------
Deferred tax assets:
Net operating loss carryforwards........................ $ 2,036 $ 12,807
Other................................................... 348 1,078
------- --------
2,384 13,885
Less: valuation allowance............................... (2,384) (13,885)
------- --------
Net deferred taxes........................................ $ -- $ --
======= ========
90
NETSELECT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Due to the uncertainty surrounding the timing of the realization of the
benefits from its favorable tax attributes in future tax returns, the Company
has placed a valuation allowance against its otherwise recognizable deferred
tax assets.
NSI, LLC and RealSelect do not file income tax returns on a consolidated
basis. As a result, net operating losses of one entity may not be available to
offset future taxable income of another entity. NSI has net operating loss
carryforwards for federal and state income tax purposes of approximately
$161,000 and $80,000, respectively, which begin to expire in 2018 for federal
and 2003 for state purposes. RealSelect has net operating loss carryforwards
for federal and state purposes of approximately $34.4 million and $18.1
million, respectively, which begin to expire in 2007 for federal and 2001 for
state purposes. LLC is treated as a partnership for federal and state
purposes. As a result, all income and loss items flow through to its
investors. Utilization of the above carryforwards may be subject to
utilization limitations, which may inhibit the Company's ability to use
carryforwards in the future.
16. COMMITMENTS AND CONTINGENCIES:
Operating Leases
The Company leases certain facilities and equipment under noncancellable
operating leases with various expiration dates through 2003. The leases
generally contain renewal options and payments that may be adjusted for
increases in operating expenses and the Consumer Price Index. Future minimum
lease payments under noncancellable operating leases at December 31, 1998 are
(in thousands):
1999................................................................. $ 2,295
2000................................................................. 2,686
2001................................................................. 2,553
2002................................................................. 1,636
2003................................................................. 1,365
-------
Total.............................................................. $10,535
=======
Total rental expense for operating leases was $149,000 and $749,000 for the
years ended December 31, 1997 and 1998, respectively.
Distribution Agreements
The Company has entered into various Internet portal distribution and
marketing and listing agreements with real estate franchises. Payments
remaining over the next five years for these agreements are as follows
(in thousands):
1999................................................................ $ 23,643
2000................................................................ 21,536
2001................................................................ 14,646
2002................................................................ 4,250
2003................................................................ 500
--------
Total............................................................. $ 64,575
========
91
NETSELECT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Contingencies
From time to time, the Company has been party to various litigation and
administrative proceedings relating to claims arising from its operations in
the normal course of business. Based on the advice of counsel, management
believes that the resolution of these matters will not have a material adverse
effect on the Company's business, results of operations, financial condition
or cash flows.
17. SUBSEQUENT EVENTS (UNAUDITED):
Equipment Leasing Arrangement
In January 1999, the Company entered into an equipment leasing arrangement
which provided for the sale and leaseback of certain of the Company's existing
equipment and lease financing for additional equipment needs. The total
availability under the agreement is $3.0 million. In addition, the agreement
provides the lessor with warrants to purchase up to 5,000 shares of Series F
convertible preferred stock at an exercise price of $24.00 per share. The
Company determined that the fair value of the warrants approximated $115,000
on the date of grant.
Stock Options
In January 1999, the Board of Directors adopted the 1999 Equity Incentive
Plan (the "Plan") to replace the 1996 Stock Incentive Plan ("1996 Plan"). The
Plan provides for the issuance of both non-statutory and incentive stock
options to employees, officers, directors and consultants of the Company. The
total number of shares of common stock reserved for issuance under the Plan is
equal to that number previously reserved and available for grant under the
1996 Plan. The Company will not issue new options under the 1996 Plan.
92
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Effective January 21, 1999, PricewaterhouseCoopers LLP was engaged as our
independent accountants. Prior to January 21, 1999, Deloitte & Touche LLP had
been our independent accountants. The decision to change independent
accountants was approved by our board of directors.
For the period from October 28, 1996 through December 31, 1998 and for the
period from January 1, 1999 through January 21, 1999, we and Deloitte & Touche
LLP did not have any disagreement on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure.
PART III
Pursuant to Paragraph G (3) of the General Instructions to Form 10-K,
portions of the information required by Part III of Form 10-K are incorporated
by reference from the Company's Proxy Statement to be filed with the
Commission in connection with the 2001 Annual Meeting of Stockholders ("the
Proxy Statement").
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information concerning Directors and Executive Officers of the Company
appears in the Company's Proxy Statement, under Item 1 "Election of
Directors". This portion of the Proxy Statement is incorporated herein by
reference.
ITEM 11. EXECUTIVE COMPENSATION
Information concerning executive compensation appears in the Company's Proxy
Statement, under the caption "Executive Compensation", and is incorporated
herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information concerning the security ownership of certain beneficial owners
and management appears in the Company's Proxy Statement, under Item 1
"Election of Directors", and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information concerning certain relationships and related transactions
appears in the Company's Proxy Statement, under Item 1 "Election of Directors"
under the headings "Director Compensation," "Executive Compensation," and
"Related Party Transactions," and is incorporated herein by reference.
Operating Agreement with the National Association of REALTORS(R)
In November 1996, we entered into an operating agreement with the NAR which
governs how our RealSelect subsidiary operates the REALTOR.com(R) web site on
behalf of the NAR. The agreement may be terminated if:
. the number of real estate listings on REALTOR.com(R) falls below
500,000;
. we breach any of our obligations under the agreement and do not cure
that breach within 30 days;
. a third party acquires more than 50% of Homestore.com's or RealSelect's
voting stock; or
. the individuals on RealSelect's board of directors, as it was
constituted on November 1996, cease to constitute a majority of our
board of directors without the approval of the board or directors
approved by the board.
93
Restrictions on How We Operate the REALTOR.com(R) Web Site
The operating agreement contains a number of restrictions on how our
RealSelect subsidiary can operate the REALTOR.com(R) web site. These include:
. it cannot display any "for sale by owner" real estate listings;
. it can only enter into agreements with parties that provide us with real
estate listings, such as MLSs, on terms approved by the NAR;
. there are specific provisions as to the types of information that the
real property listings may contain as well as the manner in which they
may be displayed;
. the NAR has the right to approve the design and layout of the
REALTOR.com(R) home page;
. the NAR can require RealSelect to include on REALTOR.com(R) real estate
related content it develops;
. RealSelect cannot provide links from listings of existing real property
listings to rental or new home listings with exceptions for our
HomeBuilder.com and SpringStreet.com web sites;
. we cannot market any data or information received from data content
providers such as real estate agents or brokers other than aggregate
statistical data without its consent; and
. although we can collect fees for enhanced Internet services, we cannot
charge fees to brokers or agents who provide us only basic real property
listing information.
We Are Subject to Noncompetition Provisions
The REALTOR.com(R) operating agreement with the NAR requires that our
REALTOR.com(R) site be our exclusive web site for displaying real property
listings. This required us to obtain the consent of the NAR prior to our
acquisition of the SpringStreet.com web site and the launch of our
HomeBuilder.com web site and our acquisition of the Move.com Group. In the
future, if we were to acquire or develop another service which provides real
estate listings on an Internet site or through other electronic means, we will
need to obtain the prior consent of the NAR in order to complete the
acquisition. Any future consents from the NAR, if obtained, could be
conditioned on our restricting the operations of the new web site or service.
These conditions could include paying fees to the NAR, limiting the types of
content or listings on the web sites or service or other terms and conditions.
Our business could be adversely affected if we do not obtain consents from the
NAR, or if a consent we obtain contains restrictive conditions.
Performance Requirements for the REALTOR.com(R) Web Site
RealSelect must maintain adequate computer systems, communications and
capacity to accommodate all the real property listings on the REALTOR.com(R)
web site. The computer system must also meet a number of other performance
requirements. If another means of displaying electronic advertisements for
real property emerges, and we do not adequately provide for the electronic
display of these advertisements in the new medium, the NAR is entitled to
select another real property listing provider for that new medium.
Restrictions on the Types of Advertising We May Display on the
REALTOR.com(R) Site
RealSelect cannot display advertisements in connection with a real property
listing from many types of advertisers. For example, RealSelect cannot include
advertisements related to political issues, religion, alcoholic beverages or
adult-oriented products and services. Also, there are restrictions as to how
RealSelect displays advertisements from banks, loan brokers, mortgage bankers
and other participants in the real estate lending industry. For example, none
of these advertisers can occupy or reserve more than 25% of the available
advertising space for a geographic location or be given an exclusive right to
advertise with respect to a particular business on the REALTOR.com(R) web
site.
94
Compensation to the NAR
As consideration for entering into the operating agreement with respect to
REALTOR.com(R), we are obligated to pay the amounts described below to the
NAR.
Fixed Fees. We paid the NAR $1.0 million to fund advertising activities of
the NAR. This amount was paid by issuing shares of our Series F convertible
preferred stock and common stock described above. We also paid the NAR an
additional $1.0 million for advertising and for exceeding 1,300,000 real
property listings, as specified in the operating agreement. This amount was
paid by issuing the NAR shares of RealSelect common stock.
Additional Payment. On May 28, 1999, we issued 187,500 shares of common
stock to the NAR in cancellation of $600,000 of our $1.2 million outstanding
obligation to the NAR. The remaining $600,000 was repaid in August 1999.
Variable Fees. Beginning in 1999, we are required to make quarterly payments
to the NAR based on RealSelect's operating revenues.
In 2000 and each year after 2000, RealSelect must pay the NAR annually the
lesser of:
. 5% of RealSelect's operating revenues;
. 15% of RealSelect's operating revenues less the percentage of our
operating revenues paid to parties that provide us with real estate
listings; or
This royalty payment is reduced by 2% to the extent earnings before interest
and taxes are less than 10% of revenue, for that quarter.
For 1999 and 2000, we paid the NAR $99,288 and approximately $1.8 million in
royalties, respectively. These operating revenues are RealSelect's
consolidated gross revenues as defined under this agreement, less sales
commissions paid to third parties related to those revenues, less any revenues
from permitted marketing of information or data.
Protective Provisions in Agreements with Respect to RealSelect
The board of directors of RealSelect consists of ten members, two of whom
are appointed by the NAR under the RealSelect stockholders agreement. Without
the consent of the approval of six of its seven board members, RealSelect
cannot (1) enter into a merger or consolidation transaction, (2) sell
substantially all of its assets, or (3) change its business purpose from that
specified in its certificate of incorporation, which purpose is the operation
of the REALTOR.com(R) web site and real property advertising programming for
electronic display and related businesses.
It also cannot engage in a number of transactions without the approval of a
majority of its board members and at least one member nominated by the NAR.
These include:
. amending its certificate of incorporation or bylaws;
. establishing, or appointing any members to, a board committee;
. approving transactions with affiliates, stockholders or employees in
excess of $100,000;
. changing its executive officers;
. pledging its assets;
. issuing more than 10 shares of RealSelect stock; and
. declaring dividends or making other distributions to its stockholders.
95
The RealSelect bylaws also contain protective provisions which could
restrict portions of RealSelect's operations or require us to incur additional
expenses. For instance, if the RealSelect board of directors cannot agree on
an annual budget for RealSelect, it would use as its budget that from the
prior year adjusted for inflation. Any expenditures in excess of that budget
would have to be funded by Homestore.com. In addition, if RealSelect desired
to incur debt or invest in assets in excess of $2.5 million or review salaries
for or award bonuses to executive officers of RealSelect without the approval
of a majority of its board, including an NAR representative, we would also
need to fund those expenditures.
Conversion of RealSelect Stock into Homestore.com Stock
Effective immediately prior to our initial public offering on August 4,
1999, the NAR converted all of its shares of RealSelect except for one half of
one share of RealSelect common stock into an aggregate of 3,917,265 shares of
our common stock.
Restrictions on How We Operate the SpringStreet.com Web Site
We were required to obtain the consent of the NAR in connection with our
SpringStreet acquisition. In agreeing to the acquisition, the NAR imposed a
number of important restrictions on how we can operate the SpringStreet.com
web site. We must pay the NAR an annual royalty equal the lesser of (1) 5% of
the rental site's operating revenues and (2) 15% of the rental site's
operating revenues multiplied by the percentage of our real estate listings
for REALTORS less the percentage of our operating revenues paid to data
content providers.
Under the consent, in addition to the SpringStreet.com web address, we must
use a REALTOR(R)-branded rental web address. If the consent is terminated we
could be required to operate our rental properties web site at a different web
address.
Unless the consent is terminated as a result of a breach by the NAR, the NAR
would be entitled to use the REALTOR(R)-branded web address. As a result, we
would face competition from the NAR. Other important restrictions include:
. we cannot display advertisements from the same types of advertisers that
we are prohibited from displaying on our REALTOR.com(R) web site;
. we are subject to the same restrictions as we are on the REALTOR.com(R)
site as to how we display advertisements from banks, loan brokers,
mortgage brokers and other participants in the real estate industry on
pages containing listings by a REALTOR(R);
. the site will be owned by or through RealSelect;
. we must offer REALTORS(R) preferred pricing for home pages or enhanced
advertising on the rental web site;
. we must use our best efforts to ensure that operating the rental site
will not impact the quality or timeliness of how we perform our
obligations under the operating agreement for REALTOR.com(R);
. without the consent of the NAR, prior to the time we are using only the
REALTOR(R)-branded web address, we cannot provide a link on the
SpringStreet.com web site linking the REALTOR.com(R) web site to the
SpringStreet.com web site and vice versa;
. we cannot display listings for rental of units in smaller properties
unless those units are listed with a REALTOR(R) or listed on a
REALTOR(R)-controlled MLS, unless the NAR agrees that in a particular
market, fewer than 50% of the listings are listed through REALTORS(R),
in which case these properties must be listed with other non-REALTOR(R)
real estate professionals; and
. we cannot list properties for sale on this site for the duration of our
REALTOR.com(R) operating agreement and for an additional two years.
96
Trademark License and Joint Ownership of Software
Under a trademark license agreement with the NAR, we are exclusively
authorized to use the NAR's federally registered REALTOR(R) membership mark,
the domain name REALTOR.com(R) and a NAR logo in conjunction with our
REALTOR.com(R) web site. Under a joint ownership agreement, the software we
use to run the REALTOR.com(R) web site and any enhancements to that software
are jointly owned by the NAR and us. If the agreement under which we operate
REALTOR.com(R) is terminated, we must transfer a copy of this software and
assign our agreements with data content providers, including MLSs, to the NAR.
The NAR would then be entitled to use the software for "real estate related
businesses" and could operate the REALTOR.com(R) web site itself or through a
third party. Following any termination of the operating agreement, the NAR
could also terminate the trademark license agreement.
Right of First Refusal
RealSelect has a stockholders agreement with the NAR which provides that we
must give RealSelect a right of first refusal to invest in "real estate
related" business opportunities prior to our entry into any of these
businesses. "Real estate related" businesses include real estate brokerage,
real estate management, mortgage financing, appraising, counseling, land
development and building, title insurance, escrow services, franchising,
operation of an association comprised of real estate licensees and operation
of a Multiple Listing Service.
Board Representation
On August 4, 1999, we issued to the NAR one share of our Series A preferred
stock. As long as the REALTOR.com(R) operating agreement is in effect and the
NAR continues to hold at least 20% of the shares of common stock it owned
prior to our initial public offering on August 4, 1999, the NAR will be
entitled to nominate one member to our board, through its ownership of the one
share of our Series A preferred stock. See "Description of Capital Stock."
Under our RealSelect stockholders agreement, so long as our operating
agreement remains in effect, the NAR will have the right to nominate two
members to RealSelect's board of directors.
Mr. McDermott, the NAR designee to our board, is a member of the Executive
Committee of the National Association of REALTORS(R).
Agreements with the National Association of Home Builders
Operating Agreement
In June 1998, we entered into an operating agreement with the NAHB. Under
this agreement, we agreed to display electronic ads for new residential
property.
The NAHB's agreement not to compete. The NAHB agreed it would not, during
the term of the operating agreement and for the one year period after the
agreement terminates:
. engage in the electronic display, other than through analog television,
of advertisements for new residential property;
. develop, maintain or house home pages for members of the NAHB; or
. create Internet sites for persons affiliated with the sale or marketing
of new residential real estate.
Term of the agreement. This agreement runs through June 2018 and
automatically renews for successive two year periods. However, if the NAR
terminates our REALTOR.com(R) operating agreement, the NAHB can terminate the
agreement within the six months following such termination, for any reason if
it provides us with three months' prior notice. If the NAHB chooses to
terminate the agreement in this manner prior to June 2008, however, its non-
competition obligation described above will last for a period of two years
after the agreement
97
terminates. In addition, the NAHB can terminate the agreement within 30 days
of a change of control of Homestore.com. The operating agreement may also be
terminated if either of us materially breaches a term of the agreement or
becomes bankrupt or insolvent.
Warrant
In June 1998, we issued a warrant to purchase 566,440 shares of our common
stock to the NAHB at an exercise price of $.0002 per share. This warrant has
been exercised.
Restrictions on the NAHB's Ability to Sell Shares
The NAHB cannot transfer any of the shares it received upon exercise of the
warrant until June 2003. It cannot sell more than 50% of the shares unless the
transferee agrees to be bound by the surrender provisions described above.
98
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
(1) Consolidated Financial Statements and Supplementary Data: See Index to
Consolidated Financial Statements at Item 8 on page 44 of this report.
(2) Financial Statement Schedule: See Item 14, "Exhibits on Form 10-K,"
Exhibit Number 99.02.
(b) Reports on Form 8-K
On October 27, 2000, the Company filed a report on Form 8-K with the
Securities and Exchange Commission in connection with the proposed acquisition
of the Move.com Group.
(c) Exhibits
Number Exhibit Title
------ -------------
2.01 Agreement and Plan of Merger dated December 31, 1998, between
NetSelect, Inc. and InfoTouch Corporation.(1)
2.02 Agreement and Plan of Reorganization dated June 20, 1998, among
NetSelect, Inc., National New Homes Co., Inc., MultiSearch
Solutions, Inc., Fred White, and R. Fred White III.(1)
2.03 Exchange Agreement dated March 31, 1998, among NetSelect, Inc., The
Enterprise of America, Ltd., and Roger Scommegna.(1)
2.04 Agreement and Plan of Reorganization/Merger between NetSelect, Inc.
and SpringStreet.com.(1)
2.05 Stock Purchase Agreement dated as of October 12, 1999 by and among
Homestore.com, a Delaware Corporation, The Homebuyer's Fair, Inc.,
an Arizona corporation ("HBF"), the current shareholders of HBF as
of the date thereof and certain persons who will become
shareholders of HBF prior to the Closing, and Central Newspapers,
Inc., an Indiana corporation ("CNI"), as Shareholder Agent.(2)
2.06 Stock Purchase Agreement dated as of October 12, 1999 by and among
Homestore.com, Inc., FAS-Hotline, Inc., an Arizona corporation
("FAS"), the shareholders of FAS, and CNI, as Shareholder
Agent.(2)
2.07 Agreement and Plan of Reorganization, by and among Homestore.com,
Inc., Metal Acquisition Corp., WW Acquisition Corp., Move.com,
Inc., Welcome Wagon International, Inc., Cendant Membership
Services Holdings, Inc. and Cendant Corporation, dated as of
October 26, 2000. (5)
3.01 Registrant's Amended and Restated Certificate of Incorporation.(1)
3.02 Registrant's Bylaws.(1)
3.05.1 RealSelect, Inc.'s Certificate of Incorporation dated October 25,
1996.(1)
3.05.2 RealSelect, Inc.'s Certificate of Amendment to Certificate of
Incorporation dated November 25, 1996.(1)
3.06 RealSelect, Inc.'s Bylaws dated November 26, 1996.(1)
3.07 Amended By-Laws of RealSelect, Inc.(1)
4.01 Form of Specimen Certificate for Registrant's common stock.(1)
4.02.1 NetSelect, Inc. Second Amended and Restated Stockholders Agreement
dated January 28, 1999.(1)
4.02.2 Amendment No. 1 to NetSelect, Inc. Second Amended and Restated
Stockholders Agreement dated January 28, 1999.(1)
10.01 Form of Indemnity Agreement between Registrant and each of its
directors and executive officers.(1)
10.02.1 Operating Agreement dated November 26, 1996, between REALTORS(R)
Information Network, Inc. and RealSelect, Inc.(1)
10.02.2 First Amendment to Operating Agreement between REALTORS(R)
Information Network, Inc. and RealSelect, Inc. dated December 27,
1996.(1)
99
Number Exhibit Title
------ -------------
10.02.3 Amendment No. 2 to Operating Agreement between REALTORS(R)
Information Network, Inc. and RealSelect, Inc. dated May 28,
1999.(1)
10.03 Master Agreement dated November 26, 1996, among NetSelect, Inc.,
NetSelect, L.L.C., RealSelect, Inc., CDW Internet, L.L.C., Whitney
Equity Partners, L.P., Allen & Co., InfoTouch Corporation, and
REALTORS(R) Information Network, Inc.(1)
10.04 Joint Ownership Agreement dated November 26, 1996, among the
National Association of REALTORS(R), NetSelect, L.L.C., and
NetSelect, Inc.(1)
10.05 Trademark License dated November 26, 1996, between the National
Association of REALTORS(R) and RealSelect, Inc.(1)
10.06 Stock and Interest Purchase Agreement (NetSelect Series A and B
Preferred) dated November 26, 1996, among NetSelect, Inc.,
NetSelect L.L.C., and InfoTouch Corporation.(1)
10.07 NetSelect, Inc. 1996 Stock Incentive Plan.(1)
10.08 NetSelect, Inc. 1999 Equity Incentive Plan.(1)
10.09 Homestore.com, Inc. 1999 Stock Incentive Plan.(1)
10.10 Homestore.com, Inc. 1999 Employee Stock Purchase Plan.(1)
10.11 InfoTouch Corporation 1994 Stock Incentive Plan.(1)
10.12 Move.com, Inc. Stock Incentive Plan.(6)
10.13 Cendant Corporation Move.com Group 1999 Stock Option Plan as
assumed by Cendant Corporation from Move.com, Inc. and amended and
restated effective as of March 21, 2000.(6)
10.14 1997 Stock Initiative Plan of Cendant Corporation as amended and
restated through October 14, 1998.(6)
10.15 Amendment to Amended and Restated 1997 Stock Incentive Plan of
Cendant Corporation dated March 27, 2000.(6)
10.16 Amendment to Amended and Restated 1997 Stock Incentive Plan of
Cendant Corporation dated March 28, 2000.(6)
10.17 Employment Agreement between NetSelect, Inc. and Stuart H. Wolff,
Ph.D.(1)
10.18 Employment Agreement between NetSelect, Inc. and Richard
Janssen.(1)
10.19 Employment Agreement between NetSelect, Inc. and Michael A.
Buckman.(1)
10.20 Office Lease dated September 18, 1998 between RealSelect, Inc. and
WHLNF Real Estate Limited Partnership for 225 West Hillcrest,
Suite 100, Thousand Oaks, California.(1)
10.21 First Amendment to Office Lease dated March 31, 1999 between
RealSelect, Inc. and WHLNF Real Estate Limited Partnership for 225
West Hillcrest, Suite 100, Thousand Oaks, California(1)
10.22 401(k) Plan.(1)
10.23 Employment Agreement between NetSelect, Inc. and Peter Tafeen.(1)
10.24 Amendment to Employment Contract between NetSelect, Inc. and Peter
Tafeen.(1)
10.25 Employment Agreement between NetSelect, Inc. and John M.
Giesecke.(1)
10.26 Employment Agreement between NetSelect, Inc. and David
Rosenblatt.(1)
10.27 Agreement dated August 21, 1998 among RealSelect, RIN, the NAR,
NetSelect and NetSelect L.L.C.(1)
10.28 Agreement among NetSelect, Inc., RealSelect, Inc., RIN and NAR
dated May 28, 1999.(1)
10.29 Second Amended and Restated Interactive Marketing Agreement among
RealSelect, Inc., NetSelect, Inc. and America Online, Inc. dated
April 8, 1998.(1)(3)
10.30 Letter Agreement regarding rental site acquisition among the NAR,
RIN and RealSelect, Inc. dated May 17, 1999.(1)(3)
10.31 Employment Agreement between Homestore.com, Inc. and M. Jeffrey
Charney.(1)
10.32 Employment Agreement between Homestore.com, Inc. and Catherine
Kwong Giffen.(1)
10.33 Standard Office Lease Form, Westlake North Business Park, dated
March 7, 2000, between Westlake North Associates, LLC, and
Homestore.com, Inc. for 30700 Russell Ranch Road, Westlake
Village, California*
21.01 Subsidiaries of Registrant.*
23.01 Consent of PricewaterhouseCoopers LLP, independent accountants.*
23.02 Report on Independent Accountants on Financial Statement
Schedules.*
100
Number Exhibit Title
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99.01 Information Incorporated by Reference Concerning Recent Sales of
Unregistered Securities.*
99.02 Schedule II--Valuation and Qualifying Accounts.*
- --------
* Filed herewith.
(1) Incorporated by reference to exhibits previously filed with the Company's
Registrant Statement on Form S-1 (File No. 333-79689).
(2) Incorporated by reference to exhibits previously filed with the Company's
Current Report on Form 8-K/A filed with the Securities and Exchange
Commission on December 7, 1999.
(3) Confidential treatment has been granted with respect to certain
information in these exhibits pursuant to a previous confidential
treatment request.
(4) Incorporated by reference to exhibits previously filed with the Company's
Registration Statement on Form S-1 (File No. 333-94467).
(5) Incorporated by reference herein to the Appendix to the Definitive Proxy
Statement filed with the Securities and Exchange Commission on November
29, 2000.
(6) Incorporated by reference herein to the Company's Form S-8 filed with the
Securities and Exchange Commission on February 16, 2001.
101
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Homestore.com, Inc. has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 30, 2001
Homestore.com, Inc.
/s/ Stuart H. Wolff
By: _________________________________
Stuart H. Wolff
Chairman of the Board and
Chief Executive Officer
/s/ Joseph J. Shew
By: _________________________________
Joseph J. Shew
Senior Vice President, Chief
Financial Officer and Assistant
Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
Principal Executive Officer:
/s/ Stuart H. Wolff Chairman of the Board, Chief March 30, 2001
____________________________________ Executive Officer and
Stuart H. Wolff Director
Principal Financial Officer and
Principal Accounting Officer:
/s/ Joseph J. Shew Senior Vice President, Chief March 30, 2001
____________________________________ Financial Officer and
Joseph J. Shew Assistant Secretary
Additional Directors:
/s/ Terrence M. McDermott Director March 30, 2001
____________________________________
Terrence M. McDermott
/s/ L. John Doerr Director March 30, 2001
____________________________________
L. John Doerr
/s/ Joe F. Hanauer Director March 30, 2001
____________________________________
Joe F. Hanauer
102
Signature Title Date
--------- ----- ----
/s/ William E. Kelvie Director March 30, 2001
____________________________________
William E. Kelvie
/s/ Kenneth K. Klein Director March 30, 2001
____________________________________
Kenneth K. Klein
103