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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS PURSUANT
TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 000-27913
FREEMARKETS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 04-3265483
(State or Other Jurisdiction of Incorporation or
Organization) (I.R.S. Employer Identification No.)
FREEMARKETS CENTER
210 SIXTH AVENUE
PITTSBURGH, PA 15222
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (412) 434-0500
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
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NONE NOT APPLICABLE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class)
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. [ ]
As of February 1, 2001, the aggregate market value of voting common stock
held by non-affiliates of the registrant, based upon the last reported sale
price for the registrant's common stock on the Nasdaq National Market on such
date, as reported in The Wall Street Journal, was $753,976,826 (calculated by
excluding shares owned beneficially by directors and executive officers as a
group from total outstanding shares solely for the purpose of this response).
The number of shares of the registrant's common stock outstanding as of the
close of business on February 1, 2001 was 39,018,730.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the definitive Proxy Statement of FreeMarkets, Inc. to
be used in connection with the 2001 Annual Meeting of Stockholders (the "Proxy
Statement") are incorporated by reference into Part III of this Annual Report on
Form 10-K to the extent provided herein. Except as specifically incorporated by
reference herein, the Proxy Statement is not to be deemed filed as part of this
Annual Report on Form 10-K.
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PART I
ITEM 1. BUSINESS
Certain statements contained in this Annual Report on Form 10-K ("Form
10-K") constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements involve known and
unknown risks, uncertainties and other factors that may cause our actual
results, levels of activity, performance or achievements to be materially
different than any expressed or implied by these forward-looking statements. In
some cases, you can identify forward-looking statements by terminology such as
"may," "will," "should," "expects," "plans," "anticipates," "believes,"
"estimates," "predicts," "potential," "continue," or the negative of these terms
or other comparable terminology. We assume no obligation to update these
forward-looking statements as circumstances change. Please refer to the risk
factors set forth in the section entitled "Additional Factors that May Affect
Future Results", as well as to our other filings with the Securities and
Exchange Commission (the "SEC") and to the factors discussed elsewhere in this
Form 10-K for a description of some of the risk factors that could cause our
results to differ materially from our forward-looking statements.
OVERVIEW
FreeMarkets is a leader in creating business-to-business online markets and
providing electronic commerce technology and services for the procurement of
industrial parts, raw materials, commodities and services. FreeMarkets combines
its proprietary technology platform with information on the procurement or
"sourcing" of direct materials, commodity-specific domain knowledge and services
to deliver measurable savings to customers. FreeMarkets has created over 9,200
online markets for more than $14 billion worth of goods and services, resulting
in estimated savings of over $2.7 billion for its customers. FreeMarkets has
enabled its customers to source products from more than 165 supply verticals.
More than 9,300 suppliers from over 55 countries have participated in online
markets created by FreeMarkets. In addition to its FullSource offering, which
provides customers with the full range of FreeMarkets' technology, services and
information, FreeMarkets offers its DirectSource and QuickSource hosted
services, which enable customers to run their own online markets. FreeMarkets
also operates the FreeMarkets Asset Exchange for buyers and sellers of surplus
assets and inventory.
FreeMarkets' business-to-business online marketplace enables buyers of
industrial parts, raw materials, commodities and services to find, screen and
qualify suppliers, to negotiate prices and terms with those suppliers through a
dynamic, real-time competitive bidding process, and to select the best suppliers
on the basis of price and quality. Our marketplace includes proprietary
technology, technical operations, market making services, access to a global
database of suppliers and supplier research, call center support to buyers and
suppliers in over 30 languages and marketplace rules that facilitate the ethical
operation of the competitive bidding process. We have 18 offices in 13
countries, and our customers include some of the largest industrial companies in
the world, including United Technologies Corporation, Visteon Corporation,
Emerson Electric Co., Eaton Corporation, GlaxoSmithKline plc and the
Commonwealth of Pennsylvania.
RECENT EVENTS
On February 7, 2001, we entered into a definitive merger agreement to
acquire Adexa, Inc., a leading provider of software products that enable
collaborative commerce. Under the merger agreement, we will issue up to
17,250,000 shares of our common stock and options in exchange for all
outstanding equity interests of Adexa. We expect the merger to close in the
second quarter of 2001. We are filing with the SEC a Registration Statement on
Form S-4 relating to the issuance of FreeMarkets common stock in connection with
the proposed merger. Please refer to the risk factors set forth in this Form
10-K and in the Form S-4 for risks that could cause the merger not to occur or
that could cause the benefits that we expect to gain from the merger not to be
realized.
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INDUSTRY BACKGROUND
GROWTH OF BUSINESS-TO-BUSINESS ELECTRONIC COMMERCE
The Internet is one of the fastest-growing means of communication, globally
reaching consumers and businesses. As the number of Internet users has grown,
businesses have increasingly recognized the power of the Internet to streamline
complex processes, lower costs and improve efficiency. Forrester Research has
projected that the market for business-to-business electronic commerce will grow
to $2.7 trillion in 2004, and that 53% of this Internet trade will flow through
online marketplaces. As businesses increasingly use the Internet to communicate
with their trading partners, the demand for online marketplaces and
Internet-based procurement solutions should increase. International Data
Corporation has projected that the market for Internet-based electronic
procurement applications will grow from $1.7 billion in 2000 to almost $9
billion in 2004, and Forrester projects that $1.4 trillion will flow through
online markets in 2004.
Many Internet-based electronic procurement applications and online markets
have focused on automating the process for the purchase of standard supplies
that are used to operate a business, such as office supplies. While these
applications have proven useful, they do not effectively address the needs of
manufacturers who purchase direct materials, which are the industrial parts, raw
materials and commodities that are incorporated into finished products.
INEFFICIENCIES OF SUPPLY MARKETS FOR DIRECT MATERIALS
Based on industry research and government statistics, we estimate that
manufacturers worldwide purchase approximately $5 trillion of direct materials
each year. Due to inefficiencies in the markets that supply these materials, we
think that buyers often pay prices that are too high or have difficulties
identifying appropriate suppliers. We believe that these inefficiencies result
in part from the following factors:
- CUSTOM-MADE PRODUCTS HAVE NO STANDARD PRICES. Direct materials are often
custom-made or adapted to a buyer's specifications. Because these
materials are typically not standardized, they ordinarily cannot be
ordered from catalogs at list prices. Without catalogs or list prices,
buyers cannot easily obtain comparative price information.
- QUALITY CAN BE AS IMPORTANT AS PRICE. Because manufacturers use direct
materials as components in finished products, quality is critical. There
is often little standardized information on direct material quality. As a
result, when selecting suppliers, buyers frequently must spend
significant effort compiling their own information to compare quality as
well as price.
- SUPPLY MARKETS ARE FRAGMENTED. Supply markets for direct materials often
contain hundreds of potential suppliers. This fragmentation makes it
difficult for buyers to understand the entire supply market for the
products they are buying and to evaluate and select potential new
suppliers.
The need for customization, the importance of quality and the fragmentation
of supply markets complicate the process by which buyers purchase direct
materials. This complexity often leads buyers to rely on suppliers with whom
they have dealt in the past, making it difficult for new suppliers to compete
for business. Because these factors limit competition among suppliers, buyers
may pay higher prices or obtain lower quality than they would in a more
efficient market with better information and more readily available alternative
sources of supply.
We believe that neither software applications or other technology, nor
services alone can provide an adequate solution for buyers of direct materials.
Rather, we think that the creation of an efficient market for these materials
requires a solution that combines Internet technology with information and
services that satisfy buyers' needs.
THE FREEMARKETS SOLUTION
We combine our proprietary Internet technology platform with our in-depth
knowledge of supply markets to help industrial buyers obtain lower prices and
make better purchasing decisions. In our marketplace, multiple suppliers from
around the world can submit bids for a buyer's purchase order in a real-time,
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interactive competition. Our markets, in contrast to those designed for sellers,
feature "downward price" dynamic bidding in which suppliers continue to lower
their prices until the market is closed. In our FullSource and DirectSource
offerings, we work with our customers, using our proprietary FreeMarkets Desktop
and BidWare technology, to identify and screen suppliers and to assemble a
request for quotation that provides detailed, clear and consistent information
for suppliers to use as a basis for their competitive bids. This service, which
we call "market making," creates a custom market for the goods or services being
purchased by our customers. In our QuickSource offering, which is appropriate
for less complex sourcing, our customers create their own markets, using our
hosted application but not our market making services. Our solution provides:
- SUBSTANTIAL SAVINGS. Our online markets can deliver substantial savings
to our customers. Depending upon the nature of the direct materials or
services being bid, savings typically range from a few percentage points
on purchases of commodities to more than 25% on purchases of custom
industrial components, with even greater savings at times. Customers
often begin to save with the first market we create.
- ROBUST INTERACTIVE TECHNOLOGY. Our BidWare Internet technology
facilitates dynamic competitive bidding by enabling suppliers to submit
bids in real time and to view competing bids within seconds after their
submission. Our FreeMarkets Desktop Internet technology facilitates
collaboration between our customers and their trading partners. Our
technology is flexible and adaptable to our customers' needs. We can
easily configure our markets in many different formats to address the
characteristics of a specific industrial part or commodity and to achieve
the particular objectives of each of our customers. In addition, we
engage in a continuous process of improving our technology by adding new
functions and features that we develop through our marketplace
experience.
- TAILORED APPROACH TO CUSTOMERS' NEEDS. Our FullSource and DirectSource
offerings are tailored to meet the needs of each customer. Our customers
are typically large corporations that purchase a wide variety of
industrial parts, raw materials, commodities and services. Each customer
has its own unique organizational structure, approach to purchasing and
purchasing objectives. We work with each customer to identify the
portions of their purchases that are best suited for our solutions, and
we design markets that meet their needs.
- SELF-SERVICE QUICKSOURCE OFFERING FOR LESS COMPLEX SOURCING. Our
QuickSource hosted application enables customers who do not require
market making services to take advantage of our technology and platform
to run their own markets. This application is appropriate for less
complex sourcing and, together with our FullSource and DirectSource
offerings, enables us to address the entire range of our customers'
sourcing needs.
- IN-DEPTH KNOWLEDGE OF SUPPLY MARKETS. We develop and manage specialized
information about many different product categories. Each time we create
a market, we add to the knowledge we can apply to our business. We
maintain a database of tens of thousands of potential suppliers, with
information about their manufacturing processes, quality assurance
practices, market focus and facilities. This in-depth knowledge enables
us to provide our customers with market information that they cannot
easily generate themselves or obtain from other sources.
- MARKET INTEGRITY. We have designed our marketplace to enable our
customers to evaluate competing suppliers on the basis of price, quality
and performance in a process that is intended to be fair to all
participating suppliers. The request for quotation that is distributed to
potential suppliers provides detailed and clear specifications, so that
all suppliers who participate in our marketplace have consistent
information to use as a basis for their bids. Buyers and suppliers who
participate in our marketplace agree in advance to a set of rules which
are designed to ensure the integrity of the markets that we create. These
rules give participating suppliers the confidence to submit their best
bids.
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THE FREEMARKETS STRATEGY
We seek to be the world's leading provider of business-to-business online
markets and electronic commerce technology, software and services that enable
customers to source and operate their supply chains for direct materials. The
key elements of our strategy are:
- EXTEND OUR CUSTOMER BASE. We intend to extend our customer base in our
target market of Global 2000 corporations and other large enterprises,
including government agencies.
- EXTEND INTO SUPPLY CHAIN COLLABORATION AND OPTIMIZATION. We recently
announced that we have signed a definitive agreement to acquire Adexa,
Inc., a leading provider of software products for supply chain
collaboration and optimization. We believe that with this acquisition, we
will provide customers with the ability to source and operate their
supply chains for direct materials, in their own private marketplaces, in
exchanges with other industry participants, or using our marketplace.
- ADD DOMAIN KNOWLEDGE IN ADDITIONAL PRODUCT CATEGORIES. We believe that
our domain knowledge of industrial product categories, called "supply
verticals," is one of the factors that differentiates us from other
participants in the business-to-business electronic commerce industry. We
intend to continue to add domain knowledge in additional product
categories where our online markets can generate savings for buyers. We
plan to identify these markets by working with our existing and
prospective customers to determine additional direct material categories
that would be appropriate for our solution and by hiring personnel with
expertise in a variety of supply verticals.
- EXPAND OUR PRODUCT OFFERINGS. We have recently announced our QuickSource
hosted application that enables our customers to create their own
markets, and we intend to expand the sales of our new QuickSource product
and other hosted applications. We also run the FreeMarkets Asset Recovery
Marketplace for buyers and sellers of surplus equipment and inventory.
- GROW INTERNATIONAL PRESENCE. We maintain offices in 12 countries outside
the United States. We plan to continue to expand in global markets to
better serve multinational enterprises. We have served buyers in the
United States, Europe, Asia, Australia and South America with over 9,300
suppliers from more than 55 countries participating in our online
markets. We believe that we can assist buyers in identifying potential
suppliers worldwide and that our marketplace will continue to be
attractive to buyers based outside the United States.
- FOSTER A CULTURE OF EXCELLENCE AND CUSTOMER SERVICE. We intend to
continue to employ rigorous recruiting, training and evaluation practices
to help us attract and retain employees who dedicate themselves to
delivering outstanding results to our customers. Since our inception, we
have emphasized the creation of an environment of excellence and customer
service. We believe that our commitment to excellence has led and will
continue to lead to new customer referrals from satisfied buyers and
suppliers who have used our marketplace.
- ADD NEW PROPRIETARY TECHNOLOGY. We believe that our proprietary sourcing
technology, on which we have applied for more than 25 patents, has
functions and features that are unmatched in the business-to-business
electronic commerce industry. We intend to continue to develop additional
proprietary technology and to seek appropriate patent protection for our
technology.
- GROW THROUGH STRATEGIC RELATIONSHIPS AND ACQUISITIONS. We intend to
pursue opportunities to expand our business through strategic
relationships and acquisitions, as well as through internal development.
THE FREEMARKETS MARKET MAKING PROCESS
We help our customers obtain lower prices and make better purchasing
decisions through a combination of our proprietary technology, sourcing
information, domain knowledge and services. In our FullSource offering and, to a
limited extent, our DirectSource offering, we provide "market making" services
that create a custom market for the direct materials, commodities or services
being purchased through our marketplace. Our market making services are
delivered through our FreeMarkets Desktop technology platform, which
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facilitates collaboration between our customers and their trading partners.
Market making consists of the following steps:
[Artwork]
Prepare Select Suppliers
Identify Request and Distribute Conduct
Potential * for * Request for * Online * Implement
Savings Quotation Quotation Market Results
IDENTIFY POTENTIAL SAVINGS. We work with our customers to identify which
purchases seem best suited to our market making process. Although our
marketplace generates savings on many types of products, the potential savings
are particularly dramatic for direct materials that are custom-made to a buyer's
specifications and available from many different suppliers. Examples include
injection molded plastic components, metal fabrications, commercial machinings,
printed circuit boards, fasteners and corrugated packaging. Other types of
products, including commodities such as chemicals and coal, can also be
appropriate for our process because market conditions are volatile and purchase
prices may change with each transaction.
PREPARE REQUEST FOR QUOTATION. Once a suitable purchase has been
identified, we work with our customers to prepare a request for quotation. The
request for quotation, or RFQ, is our customer's specification of the materials
to be purchased. This specification is sent to selected suppliers to help them
prepare their bids. Our technology automatically matches buyer part
specifications with supplier capabilities, facilitating the preparation of the
RFQ and the selection of suppliers. Because many direct materials must be
custom-made to a buyer's specifications, it is essential for the request for
quotation to specify precisely all of our customer's requirements, including the
applicable technical characteristics, quality and logistics requirements and
commercial terms. A market typically includes components with different
characteristics or delivery locations, so we group components into lots with the
goal of creating meaningful competition in each lot.
SELECT POTENTIAL SUPPLIERS AND DISTRIBUTE REQUEST FOR QUOTATION. While the
request for quotation is being prepared, the supplier selection process begins.
We start with a target list of suppliers that includes those known to our
customers and others we identify from our supplier database of tens of thousands
of suppliers. After a detailed screening process, our customer selects a list of
potential suppliers. Because most industrial purchases are made from a select
group of potential suppliers, our online markets are private, and only those
suppliers that our customer ultimately invites may participate. Privacy is
important because the information contained in the request for quotation is
highly confidential and our customer will award a purchase order only to a
qualified supplier. Once our customer has selected potential suppliers, we
provide these suppliers with the request for quotation to enable them to prepare
for the competitive bidding. We also train suppliers in the use of our software.
CONDUCT ONLINE MARKET. After potential suppliers have been selected and
trained, we conduct an online market. During the bidding, suppliers remain
anonymous to one another but can see competing price bids in real time, while
our customer can see both the identity and current bid of each supplier. A
market typically lasts for one to three hours. The activity is fast-paced, with
suppliers generally submitting bids every few minutes, and often more frequently
as the closing time for each lot nears. Our Market Operations Centers in
Pittsburgh and Brussels provide continuous support to our customers and
suppliers throughout the process. We monitor performance, send real-time
messages to participants and strive to ensure that all bidders can participate
effectively. We believe that our active involvement makes our marketplace more
reliable. We can support participants in more than 30 different languages. We
consider this to be a critical skill in helping customers to buy from suppliers
around the world.
IMPLEMENT RESULTS. After the online market has been completed, we assist
our customers in analyzing and implementing market results so that purchase
orders can be awarded to the suppliers providing the best overall value. In some
situations, our customers can make immediate award decisions. In other
instances, our customers may perform additional analyses and due diligence
before making an award. Because awards may be based not only on price, but also
on factors such as quality and delivery capabilities, the low bidder does not
always win. Our customers ultimately make the final award decisions.
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PRODUCT CATEGORIES
We create markets for our customers in a wide variety of product
categories, ranging from commodities to custom-engineered components. The number
of product categories in which we have conducted markets grew to more than 165
by the end of December 31, 2000. The following list includes some of the product
categories in which we have had the most experience:
Ball bearings Corrugated packaging Injection molded Pallets
Chemicals Die castings plastics Printed circuit boards
Coal Diesel fuel Metal fabrications Service center metals
Commercial machinings Fasteners Metal stampings Sugar
Computer monitors Hotel services Molded rubber Transformers
Motor freight
Most industrial buyers make purchases in a range of product categories, so
we believe it is important that we address a comparable range. We typically
conduct multiple markets in each product category, so we gain knowledge and
improve productivity over time.
CUSTOMERS
Our customers are among the world's largest buyers of industrial parts, raw
materials, commodities and services. The following companies are among our
current customers:
Alcoa Inc. Diebold, Incorporated Norsk Hydro ASA
Allegheny Technologies Eaton Corporation Pilkington, plc
Incorporated Emerson Electric Co. The Quaker Oats Company
American Airlines, Inc. FirstEnergy Corp. Raytheon Company
Bayer AG FMC Corporation Schering-Plough Corporation
Bechtel Corporation Giant Eagle, Inc. Singapore Technologies
BP Amoco p.l.c. Glaxo SmithKline plc Engineering Ltd.
Commonwealth of Pennsylvania H.J. Heinz Company SPX Corporation
Dana Corporation International Truck and Engine United Technologies
Deere & Company Corporation Corporation
Delphi Automotive Systems Mayne Nickless Limited Valeo
Corporation Visteon Corporation
We provide services to our customers under agreements that range from a few
months to five years. Many of these agreements are cancelable by our customers
on minimal notice and without substantial penalties. Our agreements typically
provide us with revenues from fixed monthly fees. Some of our agreements also
include performance incentive payments that are contingent upon our customer
achieving specific market volume and/or savings thresholds. We never take title
to or possession of any of the products purchased through our marketplace. We
also do not oversee delivery of or payment for these products. We serve our
customers from our offices in the United States and in 12 foreign countries.
Many of our customers are multi national companies. Over 90% of our revenues in
2000, 1999 and 1998 were derived from customers whose headquarters are located
within the United States.
SALES AND MARKETING
We sell our services through our direct sales organization. As of December
31, 2000, our direct sales force consisted of more than 50 sales professionals,
organized along buyer industry lines. We plan to expand our direct sales force
and the number of buyer industry sectors for which we have specialists on our
staff.
We typically target our sales efforts at senior purchasing executives,
chief technology officers, and other senior executives within a buying
organization. When a prospective customer is interested in working with us, we
analyze which portions of its direct material purchases are best suited to our
marketplace. Throughout this analysis, we work with the prospective customer to
negotiate terms of an agreement.
New customers often enter into short-term agreements with us before making
a longer-term commitment. Because our technology need not be integrated with the
customer's existing information technology infrastructure, short-term agreements
can quickly result in savings for our customer. Our short-
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term agreements typically last three to six months, during which time we prepare
and conduct a range of markets. Our goal through this process is to demonstrate
our capability to provide savings and to obtain a longer-term agreement with the
customer.
Our marketing efforts focus on general communications and on obtaining
referrals from our existing customers. We participate in trade conferences and
purchasing industry forums, and advertise in major airports and business
publications. We intend to continue to make advertising and marketing
expenditures in an effort to become better known in our target markets. These
expenditures will cover the addition of sales, marketing, product management and
business development personnel, advertising in professional journals and general
business and trade media, media relations, presence at purchasing and technology
trade conferences, and continuing improvements to our website.
TECHNOLOGY AND OPERATIONS
We have built our proprietary technology to create a highly-interactive
marketplace tailored to the needs of industrial purchasers. Our Internet-based
BidWare technology provides an easy-to-use graphical interface that suppliers
use to submit bids and that our customers use to watch the progress of our
markets. Suppliers participate from their own offices, where key decision makers
submit bids. Our BidWare technology provides nearly instantaneous response,
displaying these bids to all users within seconds of submission. A truly dynamic
competition results, as buyers watch prices decrease before their eyes.
Our BidWare technology is designed for high-value online bidding involving
complex market conditions. This Internet-based technology supports global,
real-time interactions and has driven more than $14 billion in global
business-to-business commerce. Our BidWare technology supports a significant
number of market formats, enabling global suppliers to bid in multiple
currencies, across multiple countries for multi-year contracts, all over the
Internet.
Our FreeMarkets Desktop technology consists of a suite of sourcing tools
that, together with our BidWare technology, enable our customers, in a secure,
password-protected environment, to create complex RFQs, publish specifications,
select and collaborate with global suppliers, configure a market, negotiate
dynamically in real time with suppliers, and award business to suppliers.
We operate Market Operations Centers in Pittsburgh and Brussels to ensure
that our marketplace is actively managed and runs smoothly. We strive to make
our marketplace extremely reliable, both through our operations methodology and
the quality of our technology. Our technology architecture contains many
features to monitor and control our marketplace so that our Market Operations
Centers can quickly respond in the event of technical or other difficulties. In
addition, the staff in our Market Operations Centers actively support bidders
before and during markets, helping to further ensure the reliability of our
marketplace. Although we have taken extensive measures to ensure the reliability
of our marketplace, we cannot guarantee that we will not have technical
interruptions or failures in the future.
Our BidWare technology includes: real-time price feedback, which allows
bidders to see market dynamics at work; an overtime feature that extends the
market bid time in highly competitive situations; continuous remote connections
with bidders worldwide; and advanced security features to protect the
confidentiality of online bids. Our technology also incorporates a wide range of
bidding features and market formats that we developed to address specific needs
of industrial purchasers. Examples of the types of markets we can conduct using
our BidWare technology include:
- "transformation bidding", where our customers can make direct price
comparisons of similar products with unique attributes (such as coal from
different mines);
- "multi-currency bidding", where our customers and suppliers can choose to
conduct bidding in the currency of their choice and to monitor bids in
multiple currencies;
- "index bidding", where our customers can conduct markets for commodities
characterized by volatile pricing, against known indices (such as
agricultural commodities); and
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- "net present value bidding", where our customers can evaluate proposals
that have varying prices over time (such as materials for which suppliers
bid decreasing costs over time to reflect anticipated productivity
improvements).
We spent $4.9 million on research and development in 1999 and $19.1 million
in 2000. We plan to continue to increase our research and development
expenditures to develop new technology and add features to our existing
technology.
COMPETITION
A number of companies provide services or products to the market for
business-to-business electronic commerce. Competition in this market is rapidly
evolving and intense, and we expect competition to further intensify in the
future, which could lead to price reductions, reduced gross margins and loss of
market share. We currently or potentially will compete with a number of other
companies, including:
- providers of electronic commerce technology extending their offerings to
include services or technology similar to ours;
- well-financed entrepreneurial start-ups that offer similar products and
services or products and services perceived by a customer to be similar;
- business-to-business exchanges or private marketplaces that are
established by industrial companies, acting either in a consortium or
unilaterally, which are designed to provide electronic procurement
solutions;
- professional service and consulting firms and others offering services
similar to ours; and
- providers of stand-alone software products that make available to buyers
technology for conducting online markets.
Our online marketplace is one of many alternative approaches to purchasing
that buyers may consider. Many of our current and potential competitors are
larger and more established, and have significantly greater resources than we
do. As a result, some of our current or potential competitors may be able to
commit more resources to marketing and promotional campaigns, adopt more
aggressive pricing policies and devote more resources to technology development.
In order to respond to changes within this competitive environment, we may from
time to time make pricing, service, marketing or other strategic decisions that
could adversely affect our operating results. In addition, competitors may
introduce products or services that appear to be the same as ours, despite
actual differences. In such an environment, we face the risk that customers will
confuse our services with those of our competitors or choose a competitor with
greater resources. We also face the risk that customers may attain poor results
with other products or services and lose interest in doing business with us.
General economic conditions may also adversely affect demand for our services.
We may not be able to keep our current customers or secure new ones in light of
these issues.
INTELLECTUAL PROPERTY
We regard the protection of our intellectual property rights to be critical
to our success. We rely or expect to rely on a combination of patent, copyright,
trademark, service mark and trade secret restrictions and contractual provisions
to protect our intellectual property rights. We require employees and
independent contractors to enter into confidentiality and invention assignment
agreements, and require some of our employees to enter into non-competition
agreements. We also have non-disclosure agreements with our customers and
suppliers who participate in our marketplace. We do not sell our software to our
customers or to suppliers, but rather license it for specified purposes. The
contractual provisions and the other steps we have taken to protect our
intellectual property may not prevent misappropriation of our technology or
deter third parties from developing similar or competing technologies.
BidWare, BidServer and FreeMarkets are registered trademarks of FreeMarkets
in the United States, and BidWare is a registered trademark of FreeMarkets in
Hong Kong and the European Community. In addition, we own a registration for the
FreeMarkets trademark in the European Community. We have applied
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to register the FreeMarkets and BidWare trademarks in other jurisdictions,
including Japan and Singapore. We have also applied for United States and
foreign registration for our FreeMarkets logo and several other marks associated
with our business.
We have filed more than 25 patent applications in the United States with
respect to proprietary features of our technology that we currently use or
intend to use in the future. We cannot assure you that these patents will be
issued, or that if they are issued, these patents will not be successfully
challenged by others or invalidated or will adequately protect our technology or
processes or otherwise result in commercial advantages to us.
We cannot be certain that the steps we have taken to protect our
intellectual property will be adequate, that third parties will not infringe or
misappropriate our proprietary rights or that third parties will not
independently develop similar proprietary information. Any such infringement,
misappropriation or independent development could harm our future financial
results. Additionally, effective patent, trademark, copyright and trade secret
protection may not be available in every country where we provide our
marketplace and our technology. At times, we may have to incur significant legal
costs and spend time defending our trademarks, copyrights and, if issued, our
patents. Any such defense efforts, whether successful or not, would divert both
time and resources from the operations and growth of our business.
There is also significant uncertainty regarding the applicability to the
Internet of existing laws regarding matters such as property ownership,
copyrights, patents and other intellectual property rights. The vast majority of
these laws were adopted prior to the advent of the Internet and, as a result, do
not contemplate or address the unique issues of the Internet and related
technologies.
GOVERNMENT REGULATION
As with many Internet-based businesses, we operate in an environment of
tremendous uncertainty as to potential government regulation. We believe that we
are not currently subject to direct regulation applicable to online commerce,
other than regulations applicable to businesses in general. However, the
Internet has rapidly emerged as a commerce medium, and governmental agencies
have not yet been able to adapt existing regulations to its use. Future laws,
regulations and court decisions may affect the Internet or other online
services, covering issues such as user pricing, user privacy, freedom of
expression, access charges, taxation, content and quality of products and
services, advertising, intellectual property rights and information security. In
addition, because our services are offered worldwide, and we facilitate sales of
goods to customers worldwide, foreign jurisdictions may claim that we are
required to comply with their laws. Any future regulation may have a negative
impact on our business.
Because we are an Internet company, it is unclear in which jurisdictions we
are actually conducting business. Our failure to qualify to do business in a
jurisdiction that requires us to do so could subject us to fines and penalties
and could result in our inability to enforce agreements in that jurisdiction.
Numerous states have laws and regulations regarding the conduct of auctions
and the liability of auctioneers. We do not believe that these laws and
regulations, which were enacted for consumer protection many years ago, apply to
our online marketplace. However, one or more jurisdictions may attempt to impose
these laws and regulations on our operations in the future.
EMPLOYEES
As of December 31, 2000, we had 968 employees worldwide, including 516 in
market making, 112 in research and development, 133 in sales and marketing, 59
in technical operations and 148 in executive management and administration,
human resources, legal, finance and facilities management. None of our employees
is represented by a collective bargaining agreement, and we believe that we have
good relations with our employees.
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CORPORATE HISTORY
We were originally incorporated in 1995 as "Online Markets Corporation". We
changed our name to "FreeMarkets OnLine, Inc." shortly after our formation, and
then changed our name again in September 1999 to "FreeMarkets, Inc."
ADDITIONAL FACTORS THAT MAY AFFECT FUTURE RESULTS
OUR QUARTERLY OPERATING RESULTS ARE VOLATILE AND DIFFICULT TO PREDICT; IF WE
FAIL TO MEET THE EXPECTATIONS OF PUBLIC MARKET ANALYSTS OR INVESTORS, THE MARKET
PRICE OF OUR COMMON STOCK MAY DECLINE
Our quarterly operating results have varied significantly in the past, are
prone to significant fluctuations and will likely vary significantly in the
future. We believe that quarter-to-quarter comparisons of our results of
operations are not meaningful, and you should not rely upon them as indicators
of future performance. Our operating results will likely fall below the
expectations of securities analysts or investors in some future quarter or
quarters. As a result, the price of our common stock may fall.
We recognize a portion of our revenues from service agreements on a monthly
basis as we provide services; the remainder may be contingent on successfully
achieving agreed-upon volume and/or savings objectives. As a result, our
quarterly operating results may continue to fluctuate significantly based on the
size and timing of monthly fees and any contingent compensation we earn.
OUR INDUSTRY IS HIGHLY COMPETITIVE AND HAS LOW BARRIERS TO ENTRY, AND WE CANNOT
ASSURE YOU THAT WE WILL BE ABLE TO EFFECTIVELY COMPETE
The market for business-to-business electronic commerce products and
services is intensely competitive. If we cannot compete successfully, our
business will suffer reduced revenues and operating results. As one of a number
of companies providing services or products to the market for
business-to-business electronic commerce, we face the risk that existing and
potential customers may choose to purchase competitors' services or products. If
they do, then our revenues and operating results will be reduced. Given that
barriers to entry are low, we expect competition to intensify as new competitors
enter the market.
Furthermore, in recent quarters, many companies have announced their
intentions to establish their own business-to-business industry exchanges or
private marketplaces. Our current customers or prospective customers may also
establish their own industry exchanges or private marketplaces. These exchanges
or marketplaces may provide online market functionality and other services
similar to ours and may diminish the need for our services. While we do not know
the effect that these exchanges and marketplaces may have on the market for our
online market services, it is possible that the existence of these exchanges and
marketplaces, or even the anticipated existence of planned exchanges and
marketplaces, may result in our losing customers and revenue and may impair our
ability to grow our business.
WE HAVE EXPERIENCED REVENUE CONCENTRATION IN THE PAST; THE LOSS OF OUR LARGEST
CUSTOMERS WOULD REDUCE OUR REVENUES AND OPERATING RESULTS AND COULD CAUSE OUR
STOCK PRICE TO FALL
We depend on United Technologies Corporation ("United Technologies") and
Visteon Corporation ("Visteon") for a material portion of our revenues. In
October 2000, we entered into a three-year contract extension with United
Technologies, but this agreement may be terminated at any time prior to its
expiration by United Technologies on 30 days' notice and without substantial
penalty. In April 2000, we entered into a five-year agreement with Visteon that
provides for a fixed monthly payment stream larger than any other current
customer contract. Although this agreement is not cancelable, it may be
terminated, subject to cure periods, in the event of a breach. Any termination
of our agreements with United Technologies or Visteon, whether or not permitted
by the terms of those agreements, would diminish our revenues and operating
results. Revenue concentration from United Technologies and Visteon, in the
aggregate, was 19% in 2000 and 34% in 1999.
In January 2000, General Motors Corporation ("General Motors"), which had
been a material customer, notified us that it was exercising its right to
terminate its agreement on 90 days' notice. The termination of this
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agreement became effective in April 2000. Following our announcement of the
termination of the General Motors contract, which we made immediately upon
receiving notification from General Motors of its intention to terminate, our
stock price decreased significantly. The loss of any other significant customers
could cause a similar decrease in our stock price.
THE ACQUISITION OF ADEXA, INC. INVOLVES A SUBSTANTIAL DEGREE OF RISK; WE CANNOT
ASSURE YOU THAT FREEMARKETS WILL REALIZE ANY OF THE EXPECTED BENEFITS OF THE
ACQUISITION
On February 7, 2001, we entered into an agreement to acquire Adexa, Inc. We
expect the acquisition of Adexa to be completed in the second quarter of 2001.
The acquisition of Adexa involves a substantial degree of risk. With the
acquisition of Adexa, FreeMarkets is entering into the market for supply chain
management and collaboration software. We have not previously had experience in
this market. Although we expect that the acquisition will result in benefits, we
cannot assure you that any of such benefits will be realized. Achieving the
benefits of the acquisition will depend in part on the integration of the
technology, operations and personnel of FreeMarkets and Adexa in a timely and
efficient manner. The failure to do so could result in the loss of key personnel
and have a material adverse effect on our business, financial condition and
operating results.
The market for supply chain management and collaboration software is
rapidly evolving and intensely competitive. Among the actual and potential
competitors in that market are enterprise application vendors including, among
others, i2 Technologies, Inc., Oracle Corporation and SAP Corporation, as well
as electronic exchange infrastructure providers such as Ariba, Inc. and Commerce
One, Inc. Such competitors are larger and more established and have
significantly greater resources than we do. We cannot assure you that
FreeMarkets will be able to compete successfully in such an environment.
WE HAVE ACQUIRED AND MAY IN THE FUTURE ACQUIRE COMPLEMENTARY BUSINESSES OR
TECHNOLOGIES
In 2000 we acquired iMark.com, Inc., Surplus Record, Inc. and SR Auction,
Inc. On February 7, 2001, we entered into an agreement to acquire Adexa, Inc. If
appropriate opportunities present themselves, we may acquire additional
businesses, technologies, services or products that we believe are strategic,
and any such acquisitions may be material in size. We may not be able to
successfully identify, negotiate or finance any future acquisition. Even if we
do succeed in acquiring a business, technology, service or product, we have
limited experience in integrating an acquisition into our business. The process
of integration of any acquired company may produce unforeseen operating
difficulties and expenditures, and may absorb significant attention of our
management that would otherwise be available for the ongoing development of our
business. Moreover, we may never achieve any of the benefits that we might
anticipate from an acquisition. If we make acquisitions, we may issue shares of
stock that dilute other stockholders, incur debt, assume contingent liabilities
or create additional expenses related to amortizing goodwill and other
intangible assets, any of which might harm our financial results and cause our
stock price to decline. Any financing that we might need for acquisitions may
only be available to us on terms that restrict our business or that impose
additional costs that reduce our operating results.
The net book value of goodwill on our consolidated balance sheet as of
December 31, 2000 was $263.5 million. It is our policy to assess the potential
impairment of long-lived assets, such as goodwill, when events or changes in
circumstances indicate that the carrying value of an asset may not be
recoverable. If our market capitalization becomes lower than the carrying value
of our assets, this may trigger an impairment analysis. Additionally, if the
projected future undiscounted cash flows of our enterprise-wide assets were
determined to be less than the carrying value of those assets, we may recognize
an impairment loss. The recognition of an impairment loss could have a material
adverse effect on our operating results.
WE USE SIGNIFICANTLY MORE CASH THAN WE GENERATE
Since our inception, our operating and investing activities have used more
cash than they have generated. Because we will continue to need substantial
amounts of working capital to fund the growth of our business, we expect to
continue to experience negative operating and investing cash flows for the
foreseeable future. We
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may need to raise additional capital in the future to meet our operating and
investing cash requirements. We may not be able to find additional financing, if
required, on favorable terms or at all. If we raise additional funds through the
issuance of equity, equity-related or debt securities, these securities may have
rights, preferences or privileges senior to those of the rights of our common
stock, and our stockholders may experience additional dilution to their equity
ownership.
WE ANTICIPATE FUTURE LOSSES
We experienced losses in 1995, 1996 and 1997. We achieved a modest profit
in 1998, but incurred losses in 1999 and 2000 as a result of our efforts to
invest in the actual and anticipated growth of our business. Our profitability
will depend on whether we can increase revenues while controlling costs. We may
not achieve profitability in the future, or sustain any future profitability.
CUSTOMERS MAY NOT PURCHASE OUR SERVICES IF WE ARE UNABLE TO GENERATE SIGNIFICANT
SAVINGS
If our online market services increase the efficiency of any particular
supply market, the future likelihood of significant savings to our customers in
that market may decrease. Factors beyond our control may limit our ability to
generate savings. If the magnitude of savings in particular product categories
decreases, we may have difficulty in the future selling our online market
services to buyers in those markets, or attracting willing suppliers in other
markets, either of which will reduce our revenues and operating results.
OUR SPENDING ON INCREASED CAPACITY PRECEDES OUR RECEIPT OF REVENUES; THIS COULD
CAUSE OUR GROSS MARGINS TO BE VOLATILE
We must hire personnel, acquire equipment and expand our facilities in
anticipation of receiving revenues in future periods. Because many of our
expenses for these activities are components of our cost of revenues, our gross
margins could be volatile.
WE MAY NOT BE ABLE TO ADJUST OUR SPENDING QUICKLY; IF WE CANNOT, THEN OUR
OPERATING RESULTS WILL BE REDUCED
We plan to increase expenditures for our sales and marketing efforts,
development of new technology, capital improvements to our facilities and
improvement of our operational and financial systems. The historical financial
information upon which we can base our planned operating costs and capital
expenditures is very limited and may not be meaningful. Our planned expense
levels are relatively fixed in the short term and are based on our anticipation
of future revenues. We may not be able to accurately forecast revenues due to
our limited operating history. If we fail to accurately predict revenues in
relation to our planned expense levels, then we may be unable to adjust our
costs in a timely manner in response to lower-than-expected revenues, and our
operating results will be negatively affected.
WE MAY NOT BE ABLE TO HIRE OR RETAIN QUALIFIED STAFF
If we cannot attract and retain adequate qualified and skilled staff, the
growth of our business may be limited. Our ability to provide services to
customers and grow our business depends, in part, on our ability to attract and
retain staff with college and graduate degrees, as well as professional
experiences that are relevant for market making, technology development and
other functions we perform. Competition for personnel with these skill sets is
intense. Some technical job categories are under conditions of severe shortage
in the United States. In addition, restrictive immigration quotas could prevent
us from recruiting skilled staff from outside the United States. We may not be
able to recruit or retain the caliber of staff required to carry out essential
functions at the pace necessary to sustain or grow our business.
THE CAPACITY CONSTRAINTS OF OUR PERSONNEL AND TECHNOLOGY RESOURCES MAY LIMIT OUR
GROWTH
If we are unable to undertake new business due to a shortage of staff or
technology resources, our growth will be impeded. Our customers are typically
large enterprises. At times, these customers ask us to pursue projects that put
a strain on our resources, both in terms of people and technology. At the same
time, penetration of new product categories often requires that we build up a
significant database of new
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information. This, too, often requires a substantial amount of time from our
market making staff. If our staff does not have the time to find and assimilate
this new information, we may not be able to extend our services to new product
categories. Therefore, there may be times when our opportunities for revenue
growth may be limited by the capacity of our internal resources rather than by
the absence of market demand.
FAILURE TO MANAGE OUR GROWTH COULD REDUCE OUR REVENUES OR OPERATING RESULTS
Rapid expansion strains our infrastructure, management, internal controls
and financial systems. We may not be able to effectively manage our present
growth or any future expansion. We have recently experienced significant growth,
with our revenues for 2000 increasing 337% compared to 1999. To support our
growth, we have hired the majority of our employees within the last year. This
rapid growth has also strained our ability to integrate and properly train our
new employees. Inadequate integration and training of our employees may result
in underutilization of our workforce and may reduce our revenues or operating
results.
OUR SALES CYCLE IS LONG AND UNCERTAIN AND MAY NOT RESULT IN REVENUES; FACTORS
OUTSIDE OF OUR CONTROL MAY AFFECT THE DECISION TO PURCHASE OUR SERVICES
Our sales cycle is long, typically taking from one to six months from
initial customer contact until we sign a contract. Not every potential customer
that we solicit actually purchases our services. Because we offer a new method
of industrial purchasing, we must educate potential customers on the use and
benefits of our services. We need to spend a significant amount of time with
multiple decision makers in a prospective customer's organization to sell our
services. Other factors that contribute to the length and uncertainty of our
sales cycle and that may reduce the likelihood that customers will purchase our
services include:
- budgeting constraints;
- incentive structures that do not reward decision makers for savings
achieved through cost-cutting;
- the strength of pre-existing supplier relationships;
- competition from other providers of online market services and electronic
procurement services; and
- an aversion to new purchasing methods.
If we are unable to enter into service agreements with customers on a
consistent basis, then our business may suffer from diminished revenues.
IF OUR SHORT-TERM SERVICE AGREEMENTS DO NOT LEAD TO LONG-TERM SERVICE
AGREEMENTS, OUR BUSINESS MAY NOT BE PROFITABLE
Frequently, we begin a relationship with a new customer by entering into a
short-term service agreement that we hope will lead to a long-term service
agreement. Failure to move a sufficient number of customers from short-term to
long-term service agreements would hurt our operating results. Our initial
agreement with a customer usually involves a period of trial and evaluation with
relatively small volume online markets. This initial period, in which we learn
about our customer's business and its related product categories and educate our
customer about the best use of our services for its organization, requires a
very significant expenditure of our time and resources. A subsequent longer-term
service agreement often involves more frequent and larger volume bids. Customers
may decide not to enter into a long-term service agreement with us, or may delay
entering into such an agreement until a later time. Because we invest a
significant amount of time and resources early in a customer relationship, our
gross margins are typically lower at the outset of a relationship than the
margins we may achieve later. Further, we may be diverting personnel from
higher-margin opportunities to develop a new relationship, without any assurance
that the new relationship will endure.
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FACTORS OUTSIDE OUR CONTROL COULD RESULT IN DISAPPOINTING MARKET RESULTS;
DISAPPOINTED CUSTOMERS MAY CANCEL OR FAIL TO RENEW THEIR AGREEMENTS WITH US
The actual savings achieved in any given market vary widely and depend upon
many factors outside of our control. These factors include:
- the current state of supply and demand in the supply market for the
products being purchased;
- the past performance of our customer's purchasing organization in
negotiating favorable terms with suppliers;
- the willingness of a sufficient number of qualified suppliers to bid for
business using our marketplace;
- reductions in the number of suppliers in particular markets due to
mergers, acquisitions or suppliers exiting from supply industries; and
- seasonal and cyclical trends that influence all industrial purchasing
decision making.
Because factors outside of our control affect a customer's perception of
the value of our services, customers may cancel our service agreements or choose
not to renew them, even if we have performed well. Any non-renewal or
cancellation of service agreements may reduce our revenues and operating
results.
FAILURES OF HARDWARE SYSTEMS OR SOFTWARE COULD UNDERMINE OUR CUSTOMERS'
CONFIDENCE IN OUR RELIABILITY
A significant disruption in our marketplace could seriously undermine our
customers' confidence in our business. Our customers hold us to a high standard
of reliability and performance. From time to time, we have experienced service
interruptions in our marketplace, with the most significant being a breakdown in
the computer network over which our markets are conducted. This computer network
is provided to us by an outside vendor, and this kind of interruption may occur
in the future. During these disruptions, participants may lose their online
connection or we may not receive their bids in a timely manner. Any
interruptions in our service may undermine actual and potential customers'
confidence in the reliability of our business.
Conducting an online market requires the successful technical operation of
an entire chain of software, hardware and telecommunications equipment. This
chain includes our BidWare software, the personal computers and network
connections of bidders, our network servers, operating systems, databases and
networking equipment such as routers. A failure of any element in this chain can
partially or completely disrupt our marketplace.
Some of the elements set forth above are not within our control, such as
Internet connectivity and software, hardware and telecommunications equipment we
purchase from others. We frequently have market participants from outside North
America who may use older or inferior technologies, which may not operate
properly. In addition, hardware and software are potentially vulnerable to
interruption from power failures, telecommunications outages, network service
outages and disruptions, natural disasters and vandalism and other misconduct.
Our business interruption insurance would not compensate us fully for any losses
that may result from these disruptions.
THE LOSS OF OUR KEY EXECUTIVES COULD DISRUPT OUR BUSINESS
None of our executive officers or other key employees is bound by an
employment agreement. We rely on the leadership and vision of key members of our
senior management team and the loss of any of these executives could disrupt the
Company's growth.
IF WE FAIL TO CONTINUALLY IMPROVE OUR TECHNOLOGY, OUR BUSINESS WILL SUFFER
Our services and the business-to-business electronic commerce market are
characterized by rapidly changing technologies and frequent new product and
service introductions. We may fail to introduce new technology on a timely basis
or at all. If we fail to introduce new technology or to improve our existing
technology in response to industry developments, we could experience frustration
from our customers that could lead to a loss of revenues.
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Our technology is complex, and accordingly, may contain undetected errors
or defects that we may not be able to fix. In the past, we have discovered
software errors in new versions of our software after their release. Further,
any new technology we introduce, such as our recently announced QuickSource
solution, may not achieve the results or gain the market acceptance we
anticipate. Reduced market acceptance of our services or our software due to
errors or defects in our technology would harm our business by reducing our
revenues.
IF WE DO NOT ADEQUATELY MAINTAIN OUR CUSTOMERS' CONFIDENTIAL INFORMATION, OUR
REPUTATION COULD BE HARMED AND WE COULD INCUR LEGAL LIABILITY
Any breach of security relating to our customers' confidential information
could result in legal liability for us and a reduction in use or cancellation of
our services, either of which could materially harm our business. Our personnel
receive highly confidential information from buyers and suppliers that is stored
in our files and on our computer systems. For example, we often possess
blueprints and product plans that could be valuable to our customers'
competitors if misappropriated. Similarly, we receive sensitive pricing
information that has historically been maintained as a matter of utmost
confidence within buyer and supplier organizations. We enter into standard
non-disclosure and confidentiality agreements with virtually all customers with
whom we deal.
We currently have practices and procedures in place to ensure the
confidentiality of our customers' information. However, our security procedures
to protect against the risk of inadvertent disclosure or intentional breaches of
security might fail to adequately protect information that we are obligated to
keep confidential. We may not be successful in adopting more effective systems
for maintaining confidential information, so our exposure to the risk of
disclosure of the confidential information of others may grow with increases in
the amount of information we possess. If we fail to adequately maintain our
customers' confidential information, some of our customers could end their
business relationships with us and we could be subject to legal liability.
IF WE ARE NOT ABLE TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY RIGHTS, THEN
OTHERS MAY BE ABLE TO DUPLICATE OUR SERVICES
We rely in part upon our proprietary technology, including our software, to
conduct our business. Our failure to adequately protect our intellectual
property rights could harm our business by making it easier for others to
duplicate our services. We have applied for patents on aspects of our technology
and business processes, but we do not know whether any patents will be issued.
In addition, even if some or all of these patents are issued, we cannot assure
you that they will not be successfully challenged by others or invalidated, that
they will adequately protect our technology and processes or that they will
result in commercial advantages for us. We have also obtained and applied for
Unites States and foreign registrations for certain trademarks, domain names and
logos, and our software, documentation and other written materials are
copyrighted, but these protections may not be adequate. Although we require each
of our employees to enter into a confidentiality agreement and some key
employees are subject to non-competition agreements, these agreements may not
satisfactorily safeguard our intellectual property against unauthorized
disclosure.
We cannot be certain that third parties will not infringe or misappropriate
our proprietary rights or that third parties will not independently develop
similar proprietary information. Any infringement, misappropriation or
independent development could harm our future financial results. In addition,
effective patent, trademark, copyright and trade secret protection may not be
available in every country where we do business. We may, at times, have to incur
significant legal costs and spend time defending our trademarks, copyrights and,
if issued, our patents. Any defense efforts, whether successful or not, would
divert both time and resources from the operation and growth of our business.
There is also significant uncertainty regarding the applicability to the
Internet of existing laws regarding matters such as property ownership, patents,
copyrights and other intellectual property rights. Legislatures adopted the vast
majority of these laws prior to the advent of the Internet and, as a result,
these laws do not contemplate or address the unique issues of the Internet and
related technologies. We cannot be sure what laws and regulations may ultimately
affect our business or intellectual property rights.
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OTHERS MAY ASSERT THAT OUR TECHNOLOGY INFRINGES THEIR INTELLECTUAL PROPERTY
RIGHTS
We do not believe that we infringe the proprietary rights of others, and to
date, no third parties have notified us of infringement, but we may be subject
to infringement claims in the future. The defense of any claims of infringement
made against us by third parties could involve significant legal costs and
require our management to divert time from our business operations. Either of
these consequences of an infringement claim could have a material adverse effect
on our operating results. If we are unsuccessful in defending any claims of
infringement, we may be forced to obtain licenses or to pay royalties to
continue to use our technology. We may not be able to obtain any necessary
licenses on commercially reasonable terms or at all. If we fail to obtain
necessary licenses or other rights, or if these licenses are too costly, our
operating results may suffer either from reductions in revenues through our
inability to serve customers or from increases in costs to license third-party
technology.
OTHERS MAY REFUSE TO LICENSE IMPORTANT TECHNOLOGY TO US OR MAY INCREASE THE FEES
THEY CHARGE US FOR THIS TECHNOLOGY
We rely on third parties to provide us with some software and hardware, for
which we pay fees. This software has been readily available, and to date, we
have not paid significant fees for its use. These third parties may
significantly increase their fees or refuse to license their software or provide
their hardware to us. While other vendors may provide the same or similar
technology, we cannot be certain that we can obtain the required technology on
favorable terms, if at all. If we are unable to obtain required technology at a
reasonable cost, our growth prospects and operating results may be harmed
through impairment of our ability to conduct business or through increased cost.
FUTURE GOVERNMENT REGULATION OF THE INTERNET AND ONLINE MARKET SERVICES MAY ADD
TO OUR OPERATING COSTS
Like many Internet-based businesses, we operate in an environment of
tremendous uncertainty as to potential government regulation. We believe that we
are not currently subject to direct regulation of online commerce, other than
regulations generally applicable to all businesses. However, the Internet has
rapidly emerged as a commerce medium, and governmental agencies have not yet
been able to adapt all existing regulations to the Internet environment. Laws
and regulations may be introduced and court decisions reached that affect the
Internet or other online services, covering issues such as user pricing, user
privacy, freedom of expression, access charges, content and quality of products
and services, advertising, intellectual property rights and information
security. In addition, because we offer our services worldwide and globally
facilitate sales of goods to customers, foreign jurisdictions may claim that we
are required to comply with their laws. Any future regulation may have a
negative impact on our business by restricting our method of operation or
imposing additional costs.
As an Internet company, it is unclear in which jurisdictions we are
actually conducting business. Our failure to qualify to do business in a
jurisdiction that requires us to do so could subject us to fines or penalties
and could result in our inability to enforce contracts in that jurisdiction.
Numerous jurisdictions have laws and regulations regarding the conduct of
auctions and the liability of auctioneers. We do not believe that these laws and
regulations, which were enacted for consumer protection many years ago, apply to
our online market services. However, one or more jurisdictions may attempt to
impose these laws and regulations on our operations in the future.
WE MAY BECOME SUBJECT TO CERTAIN SALES AND OTHER TAXES THAT COULD ADVERSELY
AFFECT OUR BUSINESS
The imposition of sales, value-added or similar taxes could diminish our
competitiveness and harm our business. We do not collect sales or other similar
taxes for goods purchased through our online markets. Our customers are large
purchasing organizations that typically manage and pay their own sales and use
taxes. However, we may be subject to sales tax collection obligations in the
future.
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OUR INTERNATIONAL OPERATIONS SUBJECT US TO RISKS AND UNCERTAINTIES
We face risks in doing business internationally. We provide our services to
international buyers and often have international suppliers participate in our
marketplace. We have international subsidiaries located in Europe, Asia and
Australia that serve our customers based abroad, as well as the European, Asian
and Australian operations of our multinational customers based in the United
States. We also plan to establish similar branches or subsidiaries in other
parts of the world. We have experienced, and expect to continue to experience,
significant costs for our international operations as we add staff and
facilities in foreign countries. These costs, together with the costs of the
overhead needed to comply with legal, regulatory and accounting requirements
that differ from those in the United States, may reduce our operating results.
Finally, our international operations are subject to disruption from political
and economic instability in the countries in which they are located, which may
interrupt our ability to conduct business and impose additional costs upon us.
OUR STOCK PRICE IS VOLATILE, WHICH COULD RESULT IN SUBSTANTIAL LOSSES FOR
STOCKHOLDERS
The market price for our common stock is highly volatile and subject to
wide fluctuations in response to the risks described above and many other
factors, some of which are beyond our control. The 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.
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MANAGEMENT
The following table sets forth information regarding our executive officers
as of February 1, 2001.
NAME AGE POSITION(S)
- ---------------------------- --- ------------------------------------------------------------
Glen T. Meakem.............. 37 Chief Executive Officer and Chairman of the Board
David J. Becker............. 37 President, Chief Operating Officer and Director
William R. Blair............ 49 Senior Vice President and Chief Technology Officer
Scott D. Grimes............. 38 Senior Vice President of Business Development
Joan S. Hooper.............. 43 Senior Vice President and Chief Financial Officer
John P. Levis, III.......... 39 Senior Vice President of People Development
David H. McCormick.......... 35 Senior Vice President and General Manager of Core Business
Markets
Douglas M. Wnorowski........ 39 Senior Vice President of Operations
GLEN T. MEAKEM co-founded FreeMarkets in 1995 and has served as its Chief
Executive Officer, Chairman of the Board and a director since inception. Mr.
Meakem also held the office of President from FreeMarkets' inception until June
2000. Prior to co-founding FreeMarkets, from May 1994 to February 1995, Mr.
Meakem was employed as a manager in the Corporate Business Development Group of
General Electric Co. From January 1992 to April 1994, Mr. Meakem was an
associate with McKinsey & Company, Inc., a management consulting firm, where he
focused on industrial sourcing and commodities trading for clients in the United
States and Mexico. From June 1986 to December 1991, Mr. Meakem was an officer in
the United States Army Reserve. During this period, Mr. Meakem served two
separate active duty tours in the Army, the first from July 1986 to December
1986, and the second from December 1990 to June 1991. During his second active
duty tour, Mr. Meakem volunteered for and served as a combat engineer platoon
leader in Operation Desert Storm. From January 1987 to 1989, Mr. Meakem held
product marketing positions of increasing responsibility with Kraft-General
Foods Corporation.
DAVID J. BECKER has served as the President of FreeMarkets since June 2000
and as its Chief Operating Officer since March 1998. Prior to becoming
President, Mr. Becker served as an Executive Vice President since March 1998.
From October 1996 to February 1998, Mr. Becker served as our Vice President of
Market Making. Prior to joining FreeMarkets, from March 1992 to September 1996,
Mr. Becker was employed with Dole Fresh Fruit International, Ltd., where he
worked in key financial and management positions at Dole's Latin and South
American headquarters and subsidiaries. Mr. Becker's most recent position with
Dole was a Manager, Worldwide Logistics Information Network.
WILLIAM R. BLAIR has served as Senior Vice President and Chief Technology
Officer of FreeMarkets since June 2000. From March 1999 to June 2000, Mr. Blair
served as Vice President of Product Engineering. Mr. Blair joined FreeMarkets in
March 1999 from Trost Manufacturing, where he served as Vice President and
General Manager. Prior to joining Trost, Mr. Blair held a number of
manufacturing and information technology management positions at General
Electric, where he built his career for over 20 years. Most recently at GE, Mr.
Blair was a key technology executive for the GE Trading Process Network.
SCOTT D. GRIMES has served as Senior Vice President of Business Development
since February 2000. Prior to joining FreeMarkets, Mr. Grimes was employed by
Paging Network Inc., a leading provider of wireless messaging and information
services across the United States and Canada; most recently, Mr. Grimes served
as senior vice president of corporate development for Vast Solutions, a PageNet
subsidiary from April 1998 to February 2000. Prior to joining Paging Network
Inc., Mr. Grimes was a principal at McKinsey & Company, Inc. from June 1991 to
April 1998.
JOAN S. HOOPER has served as Senior Vice President since June 2000 and as
Chief Financial Officer and Treasurer since September 1999. Before becoming
Senior Vice President, Ms. Hooper served as a Vice President from September
1999. Prior to joining FreeMarkets, Ms. Hooper was employed by AT&T Corp. from
March 1979 to September 1999, serving in several key financial and senior
management positions within various divisions, including divisions that are now
independent companies -- Lucent Technologies, Inc., US West, Inc. and NCR Corp.
Ms. Hooper's most recent position was a Financial Vice President of AT&T
Business Services. Ms. Hooper is a Certified Public Accountant and Certified
Management Accountant.
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JOHN P. LEVIS, III has served as Senior Vice President of People
Development since June 2000 and as Vice President of People Development since
September 1998. From January 1997 to September 1998, Mr. Levis served as our
Vice President of Client Development. Prior to joining FreeMarkets, from August
1990 to December 1996, Mr. Levis was a consultant with McKinsey & Company, Inc.,
where he served healthcare, financial services, energy, food service and media
clients on issues of marketing, channel strategy and cost management.
DAVID H. MCCORMICK has served as Senior Vice President and General Manager
of Core Business Markets since June 2000 and as Vice President and General
Manager of Core Business Markets since December 1999. Prior to joining
FreeMarkets, Mr. McCormick was a senior executive with McKinsey & Company, Inc.
From 1987 through 1992, Mr. McCormick was an officer in the U.S. Army Corps of
Engineers, where he held the rank of Captain and served in Operation Desert
Storm.
DOUGLAS M. WNOROWSKI has served as Senior Vice President of Operations of
FreeMarkets since June 2000. From June 1999 to June 2000, Mr. Wnorowski served
as our Vice President of Supply Markets. Prior to joining FreeMarkets, from
August 1992 to June 1999, Mr. Wnorowski was employed by Respironics Inc., where
he served in several key management and leadership positions in the areas of
sales and marketing, operations, mergers and acquisitions, and business
development. Mr. Wnorowski's most recent position with Respironics was as Vice
President of Sales and Marketing with responsibility for Europe, Africa and the
Middle East. From July 1988 to August 1990, Mr. Wnorowski was employed by Lever
Brothers Company, Inc. as Principal Development Engineer. From November 1984 to
July 1988, Mr. Wnorowski served as a Process Engineer in the Maxwell House
Division of General Foods Corp.
ITEM 2. PROPERTIES
Our corporate offices are located in leased space at FreeMarkets Center,
210 Sixth Avenue, Pittsburgh, Pennsylvania. The telephone number of our
principal executive office is (412) 434-0500.
Our headquarters in Pittsburgh, Pennsylvania currently occupies 182,000
square feet of office space under a lease that expires in May 2010. We believe
that our existing facilities in Pittsburgh, coupled with options we have to
lease additional space, are adequate for our growth needs for the next several
years. We also lease office space in six other North American metropolitan
areas, as well as four in Europe and six in Asia and Australia. We may add
additional offices in the United States and in other countries.
ITEM 3. LEGAL PROCEEDINGS
FreeMarkets is not subject to any material legal proceedings.
In 2000, ten securities fraud class action complaints were filed against
the Company and three executive officers in federal court in Pittsburgh,
Pennsylvania, which the court consolidated into a single proceeding. The
plaintiffs alleged that the Company and the other defendants violated Sections
10(b) and 20(a) of the Securities Exchange Act of 1934. The Company and the
individual defendants moved to dismiss the case on the grounds that the
plaintiffs failed to allege facts sufficient to support their claim that the
defendants violated the securities laws. On December 27, 2000, the court granted
the motion to dismiss, having concluded that the plaintiffs' complaint was
legally deficient. Although the court granted the plaintiffs leave to amend
their complaint in an attempt to cure its deficiencies, the plaintiffs elected
to abandon their claims altogether. On February 16, 2001, the court dismissed
the case with prejudice pursuant to a stipulation of voluntary dismissal
executed by all parties. The case is now closed. No money or other consideration
was given, or will be given, to the plaintiffs or their counsel in exchange for
their agreement to dismiss the case.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET FOR THE COMPANY'S COMMON STOCK
Our common stock has been quoted on the Nasdaq National Market since
December 10, 1999 under the symbol "FMKT". On February 1, 2001, the last sale
price of the common stock was $22.06 per share. The following table sets forth
the range of high and low bid prices of our common stock for the periods
indicated. Such over-the-counter market quotations reflect inter-dealer prices,
without retail mark-up, mark-down or commission and may not necessarily
represent actual transactions.
THREE MONTHS ENDED
--------------------------------------------------------------------------
MARCH 31, 2000 JUNE 30, 2000 SEPTEMBER 30, 2000 DECEMBER 31, 2000
-------------- ------------- ------------------ -----------------
PRICE RANGE PER SHARE
Low.......................... $119.88 $ 36.75 $37.63 $16.00
High......................... $370.00 $135.00 $92.06 $58.50
As of February 1, 2001, there were approximately 413 holders of record of
our common stock. We believe that a substantially larger number of beneficial
owners hold shares of our common stock in depository or nominee form.
DIVIDEND POLICY
We have never declared or paid cash dividends on our capital stock. We do
not anticipate paying any cash dividends in the foreseeable future, as we intend
to retain any future earnings to finance the expansion of our business.
Moreover, our bank credit facility restricts our ability to pay cash dividends.
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ITEM 6. SELECTED FINANCIAL DATA
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------
2000 1999 1998 1997 1996
----------- ----------- ----------- ----------- -----------
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
CONSOLIDATED STATEMENT OF
OPERATIONS DATA:
Revenues......................... $ 91,276 $ 20,880 $ 7,801 $ 1,783 $ 409
Cost of revenues................. 48,896 12,166 4,258 1,149 506
----------- ----------- ----------- ----------- -----------
Gross profit (loss).............. 42,380 8,714 3,543 634 (97)
----------- ----------- ----------- ----------- -----------
Operating costs:
Research and development,
excluding stock
compensation................ 19,120 4,913 842 292 394
Sales and marketing, excluding
stock compensation and
warrant costs............... 41,505 11,939 656 586 321
General and administrative,
excluding stock
compensation................ 34,081 9,316 2,026 837 630
Stock compensation -- research
and development............. 443 283 -- -- --
Stock compensation and warrant
costs -- sales and
marketing................... 13,903 4,669 -- -- --
Stock compensation -- general
and administrative.......... 3 248 -- -- --
Goodwill amortization.......... 90,749 -- -- -- --
Write-off of in-process
research and development.... 7,397 -- -- -- --
----------- ----------- ----------- ----------- -----------
Total operating costs............ 207,201 31,368 3,524 1,715 1,345
----------- ----------- ----------- ----------- -----------
Operating (loss) income.......... (164,821) (22,654) 19 (1,081) (1,442)
Interest and other income,
net......................... 8,409 833 215 20 11
----------- ----------- ----------- ----------- -----------
Net (loss) income................ $ (156,412) $ (21,821) $ 234 $ (1,061) $ (1,431)
=========== =========== =========== =========== ===========
Earnings per share:
Basic.......................... $ (4.21) $ (1.46) $ 0.02 $ (0.10) $ (0.14)
Diluted........................ (4.21) (1.46) 0.01 (0.10) (0.14)
Weighted average shares:
Basic.......................... 37,189,440 14,914,189 11,191,670 10,618,481 10,316,599
Diluted........................ 37,189,440 14,914,189 26,776,611 10,618,481 10,316,599
AS OF DECEMBER 31,
-------------------------------------------------------------------
2000 1999 1998 1997 1996
----------- ----------- ----------- ----------- -----------
(IN THOUSANDS)
CONSOLIDATED BALANCE SHEET DATA:
Cash and short-term
investments.................... $ 121,148 $ 210,244 $ 1,656 $ 1,999 $ 523
Working capital.................. 108,874 208,850 3,814 2,783 505
Total assets..................... 462,546 231,654 6,870 3,336 985
Long-term debt, excluding current
portion........................ 544 3,278 413 -- 21
Total stockholders' equity....... 416,798 218,654 4,592 3,052 792
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis of our financial condition and
results of operations should be read in conjunction with our consolidated
financial statements and related notes.
OVERVIEW
FreeMarkets is a leader in creating business-to-business online markets and
providing electronic commerce technology and services for the procurement of
industrial parts, raw materials, commodities and services. FreeMarkets combines
its proprietary technology platform with information on the procurement or
"sourcing" of direct materials, commodity-specific domain knowledge and services
to deliver measurable savings to customers. FreeMarkets has created over 9,200
online markets for more than $14 billion worth of goods and services, resulting
in estimated savings of over $2.7 billion for its customers. FreeMarkets has
enabled its customers to source products from more than 165 supply verticals.
More than 9,300 suppliers from over 55 countries have participated in online
markets created by FreeMarkets. In addition to its FullSource offering, which
provides customers with the full range of FreeMarkets' technology, services and
information, FreeMarkets offers its DirectSource and QuickSource hosted
services, which enable customers to run their own online markets. FreeMarkets
also operates the FreeMarkets Asset Exchange for buyers and sellers of surplus
assets and inventory.
DETERMINATION OF ONLINE MARKET VOLUME AND ACHIEVABLE SAVINGS
We believe that one indicator of our market acceptance is the dollar volume
of materials, commodities and services for which we create online markets on
behalf of our customers. We measure this online market volume by multiplying the
lowest bid price per unit in each online market by the estimated number of units
that our customer expects to purchase. When our customers specify multi-year
purchases in a request for quotation, we calculate online market volume for the
estimated term.
Online market volume does not necessarily correlate with either our
revenues or our operating results in any particular period due to the
seasonality of our customers' purchasing needs, the timing of the addition of
new customers, the length of the customer contracts and the industry in which
the items in the online markets will be used. We believe that online market
volume may be correlated with revenues and operating results over periods of one
year or longer; however, because of our limited operating history, a strong
correlation has not yet been demonstrated. Moreover, online market volume has
varied in the past, and we expect it to vary in the future. The following table
sets forth our online market volume for the periods indicated:
YEAR ENDED DECEMBER 31,
----------------------------------------
2000 1999 1998 1997 1996
------ ------ ---- ---- ----
(IN MILLIONS)
Online market volume....................... $9,928 $2,725 $979 $257 $124
We believe that the savings achievable by customers through our online
markets is an indicator of the effectiveness of our online market services. To
estimate these savings, we compare the last price paid by our customer for the
items in our online markets against the lowest bid price for those items in our
online market. Actual savings that our customers achieve may not equal these
estimates because our customer may not select the lowest bid price, the parties
may agree to change price terms after our online market or our customer may not
actually buy all or any of the items for which bids have been received in our
online markets.
Many of our agreements with customers provide for incentive compensation
based on online market volume and/or savings. These agreements may calculate
online market volume or savings differently than the methods we use to calculate
online market volume and savings for the purposes described above.
REVENUES
We generate revenues under service agreements with our customers. Our
service agreements typically provide us with revenues from fixed monthly fees,
and may also include performance incentive payments
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based on volume and/or savings. The revenue structure in a particular service
agreement may vary, depending upon the needs of our customer and the
conventional practices in the supply market where our customer obtains its
materials, commodities or services. The monthly fees that we receive are for the
use of our technology, supplier and supply market information, market making and
market operations staff and facilities. Negotiated monthly fees vary by
customer, and reflect both the anticipated online market volume and the
staffing, expertise and technology we anticipate committing to complete the
services requested by our customers. Fixed monthly fees constitute a majority of
our revenues, and we expect that these monthly fees will continue to constitute
a majority of our revenues. We recognize revenues from our fixed monthly fees
ratably as we provide services. Our agreements range in length from a few months
to as many as five years. At any given time, we have agreements of varying
lengths with staggered expirations. Some of our service agreements permit early
termination by our customers without penalty.
Many of our agreements include performance incentive payments that are
contingent upon our customer achieving specific online market volume and/or
savings, as set forth in the respective agreements. We recognize these revenues
as the thresholds are achieved. We expect that as our volume grows, the revenues
attributable to these incentive payments will also grow over time in terms of
absolute dollars, but not necessarily as a percentage of revenues.
LIMITED OPERATING HISTORY
Our limited operating history makes predicting future operating results
very difficult. We believe that you should not rely on the period-to-period
comparison of our operating results to predict our future performance. You must
consider our prospects in light of the risks, expenses and difficulties
encountered by companies in new and rapidly evolving markets. We may not be
successful in addressing these risks and difficulties. Although we have
experienced significant percentage growth in revenues in recent periods, we may
not be able to sustain our prior growth rates. Our prior growth may not be
indicative of future operating results.
CUSTOMER CONCENTRATION
We depend on United Technologies and Visteon for a material portion of our
revenues. In October 2000, we entered into a three-year contract extension with
United Technologies. In April 2000, we entered into a five-year agreement with
Visteon that provides for a fixed monthly payment stream larger than any other
current customer contract. Revenue concentration from United Technologies and
Visteon, in the aggregate, was 19% in 2000 and 34% in 1999. We anticipate that
we will continue to diversify our base of customers by adding new customers and
increasing sales to existing customers, and that the percentage of total
revenues we derive from United Technologies and Visteon will decrease.
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RESULTS OF OPERATIONS
The following table sets forth consolidated statement of operations data as
a percentage of revenues for the periods indicated:
YEAR ENDED DECEMBER 31,
-------------------------
2000 1999 1998
------ ------ -----
Revenues.................................................. 100.0% 100.0% 100.0%
Cost of revenues.......................................... 53.6 58.3 54.6
------ ------ -----
Gross profit.............................................. 46.4 41.7 45.4
Operating costs:
Research and development, excluding stock
compensation......................................... 21.0 23.5 10.8
Sales and marketing, excluding stock compensation and
warrant costs........................................ 45.5 57.2 8.4
General and administrative, excluding stock
compensation......................................... 37.3 44.6 26.0
Stock compensation--research and development............ 0.5 1.3 --
Stock compensation and warrant costs--sales and
marketing............................................ 15.2 22.4 --
Stock compensation--general and administrative.......... 0.0 1.2 --
Goodwill amortization................................... 99.4 -- --
Write-off of in-process research and development........ 8.1 -- --
------ ------ -----
Operating (loss) income................................... (180.6) (108.5) 0.2
Interest and other income, net............................ 9.2 4.0 2.8
------ ------ -----
Net (loss) income......................................... (171.4%) (104.5%) 3.0%
====== ====== =====
YEARS ENDED DECEMBER 31, 2000 AND 1999
REVENUES
Revenues increased 337% from $20.9 million in 1999 to $91.3 million in
2000. The increase in revenues is primarily attributable to a larger number of
new customers for which we conducted online markets, as well as increased use of
our services by existing customers. The number of customers served increased
186% from 35 in 1999 to 100 in 2000. Online market volume grew 264% from $2.7
billion in 1999 to $9.9 billion in 2000.
COST OF REVENUES
Cost of revenues increased from $12.2 million in 1999 to $48.9 million in
2000. As a percentage of revenues, cost of revenues decreased from 58% in 1999
to 54% in 2000. The increase in absolute dollar amounts from 1999 to 2000
reflects an increase in the number of market making staff to serve our growing
customer base and the increased cost of our operations due to the expansion of
our office space and our services into international locations.
The decrease in cost of revenues as a percentage of revenues from 1999 to
2000 is primarily the result of increased staff productivity as our personnel
became more specialized in various market making activities. Also, we have
attained some operating efficiencies from our investments in information tools
to automate portions of our market making process, as well as organizing our
market making staff in such a way to take advantage of our domain supply
vertical expertise. Although we will continue to invest in the growth of our
business, we expect gross margins to continue to increase in the future.
OPERATING COSTS
RESEARCH AND DEVELOPMENT, EXCLUDING STOCK COMPENSATION. Research and
development costs increased from $4.9 million, or 24% of revenues in 1999, to
$19.1 million, or 21% of revenues in 2000. The increase in absolute dollars
relates primarily to an increase in the number of research and development staff
and associated costs for the continued development of our BidWare software and
other market making technology,
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which is designed to further improve staff productivity. As a result of a change
in certain information technology initiatives, we recognized additional
depreciation and other charges of $1.6 million in the third quarter of 2000
related to capitalized software and other computer equipment. We expect to
increase our research and development costs in absolute dollars in future
periods to invest in new technology for future product and service offerings,
particularly our e-Sourcing platform, and to adapt and add features to our
existing technology; however, we anticipate these costs will continue to
decrease as a percentage of revenues in future periods.
SALES AND MARKETING, EXCLUDING STOCK COMPENSATION AND WARRANT COSTS. Sales
and marketing costs increased from $11.9 million, or 57% of revenues in 1999, to
$41.5 million, or 46% of revenues in 2000. The increase in absolute dollars
reflects a significant growth in sales and marketing staff, public relations
costs, trade shows and advertising as we pursued our brand and business
development strategy and accelerated our spending on potential future growth. We
expect to continue to increase our sales and marketing costs in absolute dollars
in future periods to promote our brand, to pursue our business development
strategy and to increase the size of our sales force; however, we anticipate
these costs will continue to decrease as a percentage of revenues in future
periods.
GENERAL AND ADMINISTRATIVE, EXCLUDING STOCK COMPENSATION. General and
administrative costs increased from $9.3 million, or 45% of revenues in 1999, to
$34.1 million, or 37% of revenues in 2000. The increase in absolute dollars is
primarily attributable to the addition of personnel to our general and
administrative staff in the areas of technical operations, human resources,
legal, finance and facilities management. The increase can also be attributed to
the expansion of our infrastructure from four offices at the end of 1999 to
eighteen offices at the end of 2000, many of which are international offices to
support our growing customer base. As a result of our transition to a
globally-integrated enterprise resource planning ("ERP") system, we recognized
additional depreciation and other charges of $1.2 million in the third quarter
of 2000 related to software and other computer equipment. We expect that general
and administrative costs will continue to increase in absolute dollars in future
periods as we continue to add staff and infrastructure to support our domestic
and international business growth and bear the increased costs associated with
being a public company; however, we anticipate these costs will continue to
decrease as a percentage of revenues in future periods.
STOCK COMPENSATION AND WARRANT COSTS. The Company recorded $2.0 million of
unearned stock compensation related to employee stock options granted in June
and July 1999, which is being amortized over a five-year period ending June
2004. In 2000 and 1999, $414,000 and $451,000, respectively, was amortized
related to these grants. In September 1999, the Company recorded $4.5 million of
stock expense related to warrants granted to a customer. In April 2000, the
Company also recorded $95.5 million of unearned stock expense related to
warrants granted to another customer, which is being amortized over a five-year
period ending April 2005. In 2000, $13.5 million was amortized related to these
warrants. In April 2000, the Company also recorded $196,000 of unearned stock
compensation related to stock options granted to a consultant, which is being
amortized over a one-year period ending March 2001. In 2000, $147,000 was
amortized related to this grant. In 2000, the Company also recorded $314,000 of
stock compensation related to a modification of stock options held by a former
employee.
GOODWILL AMORTIZATION. In connection with our acquisitions of iMark.com,
Inc. ("iMark") and Surplus Record, Inc. and SR Auction, Inc. (collectively,
"Surplus Record") in March 2000, we recorded goodwill of $354.3 million, of
which $90.7 million was amortized in 2000.
WRITE-OFF OF IN-PROCESS RESEARCH AND DEVELOPMENT. Also in connection with
our acquisition of iMark in March 2000, we recorded a one-time write-off of
in-process research and development of $7.4 million.
INTEREST AND OTHER INCOME, NET
Interest and other income was $833,000 in 1999 compared to $8.4 million in
2000. The increase was primarily attributable to increased interest income from
the investment of proceeds from our initial public offering ("IPO") into
interest-bearing, investment grade securities. In 2000, we earned $10.1 million
of
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interest income at a weighted-average rate of return of 6.1%. Interest and other
income was partially offset by $1.0 million of asset write-offs in 2000.
YEARS ENDED DECEMBER 31, 1999 AND 1998
REVENUES
Revenues increased 168% from $7.8 million in 1998 to $20.9 million in 1999.
The increase in revenues is primarily attributable to an increased number of new
customers for which we conducted online markets, as well as increased use of our
services by existing customers. The number of customers served increased 192%
from 12 in 1998 to 35 in 1999. Revenues in both periods were concentrated in two
customers, United Technologies and General Motors. Revenues from United
Technologies increased 56% from $4.5 million in 1998 to $7.0 million in 1999 due
to its increased use of our online market services and technology. Revenues from
General Motors increased 107% from $1.5 million in 1998 to $3.1 million in 1999
due to the incremental effect of its long-term agreement with us beginning in
June 1998, as well as the growth of the revenues earned under this agreement
from Delphi Automotive Systems, a former subsidiary of General Motors.
COST OF REVENUES
Cost of revenues increased from $4.3 million in 1998 to $12.2 million in
1999. As a percentage of revenues, cost of revenues increased from 55% to 58%.
The increase in absolute dollar amounts from 1998 to 1999 reflects an increase
in the number of market making staff and the increased cost of our operations
due to a relocation of our headquarters to a larger facility.
The increase in cost of revenues as a percentage of revenues is primarily
the result of our rapid growth in the number of customers served from 12 in 1998
to 35 in 1999, many of which enter into short-term agreements with us initially
in order to try our services before committing to longer-term relationships.
Generally, we do not achieve economies of scale early in a customer
relationship. Therefore, our gross margins are typically lower in the early
stages of a customer relationship. Also, our gross margins in 1998 were
favorably affected by a $1.6 million performance incentive from United
Technologies.
OPERATING COSTS
RESEARCH AND DEVELOPMENT, EXCLUDING STOCK COMPENSATION. Research and
development costs increased from $842,000, or 11% of revenues in 1998, to $4.9
million, or 24% of revenues in 1999. The increase in both absolute dollars and
as a percentage of revenues relates primarily to an increase in the number of
research and development staff and associated costs for the continued
development of our BidWare software and other market making technology, which is
designed to further improve staff productivity.
SALES AND MARKETING, EXCLUDING STOCK COMPENSATION AND WARRANT COSTS. Sales
and marketing costs increased from $656,000, or 8% of revenues in 1998, to $11.9
million, or 57% of revenues in 1999. The increase in both absolute dollars and
as a percentage of revenues reflects a significant ramp-up in sales and
marketing staff, public relations costs, trade shows and advertising as we
pursued our brand and business development strategy and accelerated our spending
on potential future growth. As a result, sales and marketing costs in 1999
included certain costs not incurred in the same period in 1998, such as those
for advertising in professional trade magazines, airport advertising and other
promotions.
GENERAL AND ADMINISTRATIVE, EXCLUDING STOCK COMPENSATION. General and
administrative costs increased from $2.0 million, or 26% of revenues in 1998, to
$9.3 million, or 45% of revenues in 1999. The increase in both absolute dollars
and as a percentage of revenues is primarily attributable to the addition of
personnel to our general and administrative staff in the areas of technical
operations, human resources, legal, finance and facilities management. The
increase is also attributable to start-up costs of $200,000 and other recurring
costs of $1.3 million associated with our European subsidiary, which we
established in late 1998.
STOCK COMPENSATION AND WARRANT COSTS. In September 1999, we issued
warrants to a subsidiary of United Technologies to purchase 304,431 shares of
Series D preferred stock at an exercise price of $.01 per share, in exchange for
United Technologies' agreement to delete from its contract with us provisions
that
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limited our ability to render services to its competitors. As a result, we
recorded a one-time expense of $4.5 million in September 1999.
Additionally, we recorded $2.0 million of unearned stock compensation
related to employee stock options granted in June and July 1999. In 1999,
$451,000 was amortized related to these grants. We also recorded a one-time
charge of $246,000 to stock compensation related to options granted to our
Assistant Secretary, who is neither an employee nor a director.
INTEREST AND OTHER INCOME, NET
Interest and other income was $215,000 in 1998 compared to $833,000 in
1999. The increase was primarily attributable to increased interest income from
the investment of proceeds from our IPO into interest-bearing, investment grade
securities. Additionally, we received an economic development grant from the
Commonwealth of Pennsylvania for $150,000 during 1998 and wrote off property and
equipment of $119,000 related to our move to our new headquarters in 1999.
LIQUIDITY AND CAPITAL RESOURCES
We have historically satisfied our cash requirements primarily through a
combination of revenues, equity financing transactions and bank borrowings. In
December 1999, we completed our IPO, which resulted in net proceeds of $182.2
million. As of December 31, 2000, we had cash and cash equivalents of $53.0
million, short-term investments of $68.2 million and working capital of $108.9
million.
Net cash used in operating activities totaled $1.2 million in 1998, $15.9
million in 1999 and $35.1 million in 2000. Our use of cash in 1998 was primarily
attributable to an increase in working capital. The use of cash in 1999 and 2000
related primarily to the operating loss generated by our investment in the
growth of our business, including an increase in personnel from 376 at the end
of 1999 to 968 at the end of 2000. In addition, in March 1999, we began leasing
a significantly larger corporate headquarters facility. The lease, which runs
through May 2010, currently requires an annual lease payment of $3.8 million.
Our lease payments will grow as we take additional office space.
Net cash used in investing activities totaled $859,000 in 1998, $43.7
million in 1999 and $91.5 in 2000. Our use of cash in investing activities in
1998 resulted primarily from our continued additions to and upgrade of computing
and telecommunications equipment. At the end of 1998, we began purchasing
equipment and reduced our use of leased equipment. During 1999 and 2000, we
spent approximately $10.4 million and $39.6 million, respectively, to furnish
our new facility and purchase computing and telecommunications equipment to
accommodate our increase in personnel. We also spent $33.0 million and $167.7
million in 1999 and 2000, respectively, to purchase short-term investments,
partially offset by the maturity of short-term investments totaling $132.6
million in 2000. We also used $16.7 million related to acquisitions that closed
in March 2000.
Net cash provided by financing activities totaled $1.7 million in 1998,
$235.1 million in 1999 and $2.5 million in 2000. The positive financing cash
flows in 1998, 1999 and 2000 primarily reflect the net proceeds from the
issuance of stock, bank borrowings and the exercise of stock options and
warrants. Cash provided by financing activities in 2000 was partially offset by
the repayment of debt assumed in the iMark acquisition.
Prior to November 2000, we had in place a $10.0 million bank facility,
consisting of a $5.0 million revolving line of credit and two equipment loans
originally totaling $5.0 million. In November 2000, we terminated the $10.0
million facility and entered into a one-year revolving credit facility with a
maximum borrowing base of $25.0 million. At December 31, 2000, $16.2 million was
available based on eligible accounts receivable. Borrowings under the new
facility bear interest at the lender's prime rate. As of December 31, 2000, $3.7
million was outstanding under the facility and the interest rate was 9.5%.
Our current bank credit facility contains restrictive covenants, including
a limitation on incurring additional indebtedness and paying dividends. Our bank
credit facility also includes requirements as to minimum tangible net worth and
current and debt service ratios. We have pledged substantially all of our
tangible assets as collateral for the current credit facility.
28
29
Capital expenditures were $10.4 million in 1999 and $39.6 million in 2000.
Capital expenditures over these periods were primarily made to purchase computer
and telecommunications equipment and furnishings in our new corporate
headquarters and other offices, as well as to expand our network and server
capacity. In 2000, we implemented an ERP that more fully integrates our
financial systems and other operational reporting. This system went live in
October 2000. We funded these capital expenditures through a combination of
sales of our equity securities and bank borrowings. We intend to fund future
capital expenditures through a combination of proceeds from our IPO, bank
borrowings and cash from operations. As a result of the significant investments
we have made in our operations, infrastructure and personnel in 2000, we
anticipate a decrease in our capital expenditures in future periods.
We expect to experience growth in our operating costs for the foreseeable
future in order to execute our business plan, particularly in the areas of
research and development and sales and marketing. We also expect to open new
domestic and international offices in order to support the needs of our existing
and anticipated customers. As a result, we estimate that these operating costs,
as well as other planned expenditures, will constitute a significant use of our
cash resources. In addition, we may use cash resources to fund acquisitions of
complementary businesses and technologies. We believe that our current cash
resources will be sufficient to meet our working capital and capital
expenditures for at least the next 18 to 24 months. Thereafter, we may find it
necessary to obtain additional financing. In the event that additional financing
is required, we may not be able to raise it on terms acceptable to us, if at
all.
INCOME TAXES
We incurred a net taxable loss in 2000 and 1999, and therefore did not
record a provision for income taxes in those periods. In 1998, we offset our net
taxable income through the use of net operating loss carryforwards.
As of December 31, 2000, we had $83.9 million of federal and state net
operating loss carryforwards for tax reporting purposes available to offset
future taxable income. We may use these operating loss carryforwards to offset
future federal and state income taxes through 2020 and 2010, respectively.
However, in 1996 we sold a sufficient amount of our convertible preferred stock
to constitute an "ownership change" under the Internal Revenue Code; as a
result, our future utilization of these net operating loss carryforwards that we
accumulated prior to that change in ownership, amounting to $2.2 million, will
be subject to a limitation of $441,000 per year. We may generate additional net
operating loss carryforwards in the future; however, there is no guarantee that
we will be able to fully utilize all of them.
RECENT ACCOUNTING PRONOUNCEMENT
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities". SFAS No. 133, which is effective for all
quarters beginning January 1, 2001, establishes accounting and reporting
standards for derivative financial instruments and hedging activities related to
those instruments. The adoption of this standard did not have a material impact
on our consolidated financial statements.
29
30
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Nearly all of our revenues recognized to date have been denominated in
United States dollars and are primarily from customers in the United States. We
have several subsidiaries located in Europe, Asia and Australia, and we intend
to establish additional foreign subsidiaries. In the future, a portion of the
revenues we derive from international operations may be denominated in foreign
currencies. We incur costs for our overseas offices in the local currency of
those offices for staffing, rent, telecommunications and other services. As a
result, our operating results could become subject to significant fluctuations
based upon changes in the exchange rates of those currencies in relation to the
United States dollar. Furthermore, to the extent that we engage in international
sales denominated in United States dollars, an increase in the value of the
United States dollar relative to foreign currencies could make our services less
competitive in international markets. Although currency fluctuations are
currently not a material risk to our operating results, we have and will
continue to monitor our exposure to currency fluctuations and when appropriate,
we will continue to use financial hedging techniques to minimize the effect of
these fluctuations in the future. We cannot assure you that exchange rate
fluctuations will not harm our business in the future.
Our interest income is sensitive to changes in the general level of United
States interest rates, particularly because all of our investments are in
short-term instruments. Borrowings under our existing credit lines are also
interest rate sensitive, because the interest rate charged by our bank varies
with changes in the prime rate of lending. We believe, however, that we are
currently not subject to material interest rate risk.
30
31
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Accountants........................... 32
Consolidated Balance Sheets as of December 31, 2000 and
1999...................................................... 33
Consolidated Statements of Operations for each of the three
years in the period ended December 31, 2000............... 34
Consolidated Statements of Stockholders' Equity for each of
the three years in the period ended December 31, 2000..... 35
Consolidated Statements of Cash Flows for each of the three
years in the period ended December 31, 2000............... 36
Notes to Consolidated Financial Statements.................. 37
31
32
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders
of FreeMarkets, Inc. and Subsidiaries:
In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations, stockholders' equity and cash
flows present fairly, in all material respects, the financial position of
FreeMarkets, Inc. and Subsidiaries (the Company) at December 31, 2000 and 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
Pittsburgh, Pennsylvania
January 22, 2001, except for Note 13
as to which the date is February 16, 2001
32
33
FREEMARKETS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31,
-----------------------------
2000 1999
------------- ------------
ASSETS
Current assets:
Cash and cash equivalents................................. $ 52,991,185 $177,204,143
Short-term investments.................................... 68,156,811 33,040,205
Accounts receivable, net of allowance for doubtful
accounts of $903,000 and $100,000 as of December 31,
2000 and 1999, respectively............................ 27,861,466 6,887,270
Other current assets...................................... 5,069,210 1,441,111
------------- ------------
Total current assets................................... 154,078,672 218,572,729
Property and equipment, net............................... 43,713,700 12,541,404
Goodwill and other assets, net............................ 264,753,956 539,948
------------- ------------
Total assets........................................... $ 462,546,328 $231,654,081
============= ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.......................................... $ 9,516,850 $ 4,763,795
Accrued incentive compensation............................ 10,234,665 899,410
Accrued acquisition costs................................. 4,676,058 --
Other current liabilities................................. 16,890,096 2,559,462
Short-term borrowings..................................... 3,703,071 --
Current portion of long-term debt......................... 184,061 1,499,962
------------- ------------
Total current liabilities.............................. 45,204,801 9,722,629
Long-term debt.............................................. 543,782 3,277,716
------------- ------------
Total liabilities...................................... 45,748,583 13,000,345
------------- ------------
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value, 5,000,000 shares
authorized; zero shares issued and outstanding as of
December 31, 2000 and 1999............................. -- --
Common stock, $.01 par value, 500,000,000 and 200,000,000
shares authorized; 38,787,966 and 35,139,147 shares
issued and outstanding as of December 31, 2000 and
1999, respectively..................................... 387,880 351,391
Additional capital........................................ 503,064,928 244,909,299
Unearned stock-based compensation......................... (555,696) (1,525,194)
Stock purchase warrants................................... 95,484,375 30,000
Accumulated other comprehensive loss...................... (170,848) (110,409)
Accumulated deficit....................................... (181,412,894) (25,001,351)
------------- ------------
Total stockholders' equity............................. 416,797,745 218,653,736
------------- ------------
Total liabilities and stockholders' equity............. $ 462,546,328 $231,654,081
============= ============
The accompanying notes are an integral part of the consolidated financial
statements.
33
34
FREEMARKETS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31,
-------------------------------------------
2000 1999 1998
------------- ------------ ----------
Revenues.......................................... $ 91,276,346 $ 20,880,024 $7,801,250
Cost of revenues.................................. 48,896,061 12,166,097 4,258,403
------------- ------------ ----------
Gross profit................................. 42,380,285 8,713,927 3,542,847
------------- ------------ ----------
Operating costs:
Research and development, excluding stock
compensation................................. 19,120,783 4,912,672 841,874
Sales and marketing, excluding stock
compensation and warrant costs............... 41,505,610 11,938,960 656,183
General and administrative, excluding stock
compensation................................. 34,080,916 9,316,266 2,025,899
Stock compensation -- research and
development.................................. 442,817 283,485 --
Stock compensation and warrant costs -- sales
and marketing................................ 13,902,715 4,669,071 --
Stock compensation -- general and
administrative............................... 2,695 247,765 --
Goodwill amortization........................... 90,748,939 -- --
Write-off of in-process research and
development.................................. 7,396,853 -- --
------------- ------------ ----------
Total operating costs........................... 207,201,328 31,368,219 3,523,956
------------- ------------ ----------
Operating (loss) income...................... (164,821,043) (22,654,292) 18,891
Interest and other income, net.................. 8,409,500 832,883 214,856
------------- ------------ ----------
Net (loss) income............................ $(156,411,543) $(21,821,409) $ 233,747
============= ============ ==========
Earnings per share:
Basic........................................ $ (4.21) $ (1.46) $ .02
============= ============ ==========
Diluted...................................... $ (4.21) $ (1.46) $ .01
============= ============ ==========
The accompanying notes are an integral part of the consolidated financial
statements.
34
35
FREEMARKETS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
ACCUMULATED
CONVERTIBLE UNEARNED STOCK OTHER
PREFERRED COMMON ADDITIONAL STOCK-BASED PURCHASE COMPREHENSIVE ACCUMULATED
STOCK STOCK CAPITAL COMPENSATION WARRANTS LOSS DEFICIT
----------- -------- ------------ ------------ ----------- ------------- -------------
Balance at December 31, 1997... $ 37,946 $ 36,586 $ 5,992,982 $ -- $ 398,000 $ -- $ (3,413,689)
Employee common stock
purchases, net of offering
costs of $14,173........... -- 2,600 1,283,227 -- -- -- --
Options exercised............ -- 182 20,584 -- -- -- --
Net income................... -- -- -- -- -- -- 233,747
--------- -------- ------------ ----------- ----------- --------- -------------
Balance at December 31, 1998... 37,946 39,368 7,296,793 -- 398,000 -- (3,179,942)
Stock purchase warrants
exercised.................. -- 8,030 1,664,845 -- (368,000) -- --
Issuance of Series C
preferred stock, net of
offering costs of
$737,044................... 7,685 -- 10,252,191 -- -- -- --
Options exercised............ -- 100 16,150 -- -- -- --
3-for-1 stock split.......... 91,261 94,996 (186,257) -- -- -- --
Issuance of Series D
preferred stock, net of
offering costs of
$197,840................... 20,578 -- 30,236,622 -- -- -- --
Issuance of Series D stock
purchase warrants.......... -- -- -- -- 4,502,534 -- --
Stock purchase warrants
exercised.................. 3,044 -- 4,502,534 -- (4,502,534) -- --
Options exercised............ -- 6,983 6,717,608 -- -- -- --
Unearned stock-based
compensation............... -- -- 2,222,981 (1,525,194) -- -- --
Other comprehensive loss..... -- -- -- -- -- (110,409) --
Initial public offering, net
of offering costs of
$16,492,768................ (160,514) 201,914 182,185,832 -- -- -- --
Net loss..................... -- -- -- -- -- -- (21,821,409)
--------- -------- ------------ ----------- ----------- --------- -------------
Balance at December 31, 1999... -- 351,391 244,909,299 (1,525,194) 30,000 (110,409) (25,001,351)
Stock purchase warrants
exercised.................. -- 1,956 133,994 -- (30,000) -- --
Options exercised............ -- 18,121 3,999,453 -- -- -- --
Unearned stock-based
compensation............... -- -- (95,177) 969,498 -- -- --
Issuance of stock purchase
warrants................... -- -- (95,484,375) -- 95,484,375 -- --
Amortization of stock
purchase warrants.......... -- -- 13,473,906 -- -- -- --
Common stock issuance under
Employee Stock Purchase
Plan....................... -- 675 2,550,062 -- -- -- --
Other comprehensive loss..... -- -- -- -- -- (60,439) --
Common stock issued for
purchase of iMark.......... -- 15,737 333,577,766 -- -- -- --
Net loss..................... -- -- -- -- -- -- (156,411,543)
--------- -------- ------------ ----------- ----------- --------- -------------
Balance at December 31, 2000... $ -- $387,880 $503,064,928 $ (555,696) $95,484,375 $(170,848) $(181,412,894)
========= ======== ============ =========== =========== ========= =============
TOTAL
-------------
Balance at December 31, 1997... $ 3,051,825
Employee common stock
purchases, net of offering
costs of $14,173........... 1,285,827
Options exercised............ 20,766
Net income................... 233,747
-------------
Balance at December 31, 1998... 4,592,165
Stock purchase warrants
exercised.................. 1,304,875
Issuance of Series C
preferred stock, net of
offering costs of
$737,044................... 10,259,876
Options exercised............ 16,250
3-for-1 stock split.......... --
Issuance of Series D
preferred stock, net of
offering costs of
$197,840................... 30,257,200
Issuance of Series D stock
purchase warrants.......... 4,502,534
Stock purchase warrants
exercised.................. 3,044
Options exercised............ 6,724,591
Unearned stock-based
compensation............... 697,787
Other comprehensive loss..... (110,409)
Initial public offering, net
of offering costs of
$16,492,768................ 182,227,232
Net loss..................... (21,821,409)
-------------
Balance at December 31, 1999... 218,653,736
Stock purchase warrants
exercised.................. 105,950
Options exercised............ 4,017,574
Unearned stock-based
compensation............... 874,321
Issuance of stock purchase
warrants................... --
Amortization of stock
purchase warrants.......... 13,473,906
Common stock issuance under
Employee Stock Purchase
Plan....................... 2,550,737
Other comprehensive loss..... (60,439)
Common stock issued for
purchase of iMark.......... 333,593,503
Net loss..................... (156,411,543)
-------------
Balance at December 31, 2000... $ 416,797,745
=============
The accompanying notes are an integral part of the consolidated financial
statements.
35
36
FREEMARKETS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31,
------------------------------------------
2000 1999 1998
------------- ------------ -----------
Cash flows from operating activities:
Net (loss) income................................ $(156,411,543) $(21,821,409) $ 233,747
Adjustments to reconcile net (loss) income to net
cash used in operating activities:
Write-off of in-process research and
development................................. 7,396,853 -- --
Depreciation and amortization................. 9,629,793 1,185,690 191,052
Provision for bad debts....................... 1,367,044 172,666 5,000
Stock compensation and warrant costs.......... 14,348,227 5,200,321 --
Goodwill amortization......................... 90,748,939 -- --
Loss (gain) on disposal of property and
equipment................................... 2,501,245 118,797 (3,443)
Cash (used in) provided by changes in:
Accounts receivable........................... (21,833,760) (3,120,631) (2,883,651)
Other assets.................................. (3,878,120) (1,508,222) (78,516)
Accounts payable.............................. 255,652 1,877,079 320,437
Other liabilities............................. 20,737,493 2,010,128 1,057,983
------------- ------------ -----------
Net cash used in operating activities....... (35,138,177) (15,885,581) (1,157,391)
------------- ------------ -----------
Cash flows from investing activities:
Acquisitions, net of cash acquired............ (16,660,333) -- --
Purchases of short-term investments........... (167,701,544) (33,030,851) --
Maturities of short-term investments.......... 132,590,112 -- --
Capital expenditures, net..................... (39,580,953) (10,383,125) (775,598)
Patent and trademark costs.................... (179,657) (297,593) (83,610)
------------- ------------ -----------
Net cash used in investing activities....... (91,532,375) (43,711,569) (859,208)
------------- ------------ -----------
Cash flows from financing activities:
Proceeds from debt............................ 3,703,071 6,527,910 444,000
Repayment of debt............................. (7,919,738) (2,175,618) (76,946)
Proceeds from issuance of preferred stock,
net......................................... -- 40,517,076 --
Proceeds from issuance of common stock, net... 2,550,737 182,227,232 1,285,827
Options and warrants exercised................ 4,123,524 8,048,761 20,766
------------- ------------ -----------
Net cash provided by financing activities... 2,457,594 235,145,361 1,673,647
------------- ------------ -----------
Net change in cash and cash equivalents.......... (124,212,958) 175,548,211 (342,952)
Cash and cash equivalents at beginning of
period........................................ 177,204,143 1,655,932 1,998,884
------------- ------------ -----------
Cash and cash equivalents at end of period....... $ 52,991,185 $177,204,143 $ 1,655,932
============= ============ ===========
Supplemental disclosure:
Cash paid for interest........................ $ 421,089 $ 175,988 $ 27,783
============= ============ ===========
Supplemental non-cash disclosure:
Fixed asset additions included in current
liabilities................................. $ 4,292,884 $ 2,363,700 $ 247,731
============= ============ ===========
The accompanying notes are an integral part of the consolidated financial
statements.
36
37
FREEMARKETS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. DESCRIPTION OF BUSINESS
FreeMarkets, Inc. and Subsidiaries ("the Company") creates
business-to-business online markets and provides electronic commerce technology
and services for the procurement of industrial parts, raw materials, commodities
and services. The Company's business-to-business online marketplace enables
buyers to find, screen and qualify suppliers, to negotiate prices and terms with
those suppliers through a dynamic, real-time comprehensive bidding process. The
Company's marketplace includes proprietary technology, technical operations,
market making services, access to a global database of suppliers and supplier
research, call center support to buyers and suppliers in over 30 languages and
marketplace rules that facilitate the ethical operation of the competitive
bidding process.
In December 1999, the Company completed an IPO of 4,140,000 shares of
common stock at $48 per share. Total proceeds from the IPO were $182,227,000,
net of offering costs of $16,493,000. In connection with the IPO, all of the
Company's outstanding convertible preferred stock was automatically converted
into 16,051,438 shares of common stock.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries. The Company has five subsidiaries in Europe
and six subsidiaries in Asia and Australia. There are also five in North
America, three of which represent Delaware holding companies. All material
intercompany accounts and transactions have been eliminated.
CASH AND CASH EQUIVALENTS
The Company considers all unrestricted, highly liquid investments with a
maturity of three months or less at the time of purchase to be cash equivalents.
SHORT-TERM INVESTMENTS
As of December 31, 2000 and 1999, short-term investments primarily
consisted of commercial paper and corporate bonds. The Company classifies its
short-term investments as available for sale. Such investments are recorded at
fair value based on quoted market prices, with unrealized gains and losses,
which are considered to be temporary, recorded as accumulated other
comprehensive income or loss until realized. Realized gains and losses are
recorded based on the specific identification method.
Short-term investments consisted of the following:
DECEMBER 31, 2000 DECEMBER 31, 1999
----------------------------------------- -----------------------------------------
AMORTIZED FAIR UNREALIZED AMORTIZED FAIR UNREALIZED
COST VALUE GAIN (LOSS) COST VALUE GAIN (LOSS)
----------- ----------- ----------- ----------- ----------- -----------
Commercial paper..... $39,811,626 $39,786,824 $(24,802) $24,580,197 $24,610,100 $ 29,903
Corporate
obligations........ 28,330,657 28,369,987 39,330 8,188,233 8,167,684 (20,549)
Other................ -- -- -- 262,421 262,421 --
----------- ----------- -------- ----------- ----------- --------
$68,142,283 $68,156,811 $ 14,528 $33,030,851 $33,040,205 $ 9,354
=========== =========== ======== =========== =========== ========
Investment income included in interest and other income, net was
$10,137,000 in 2000, $816,000 in 1999 and $93,000 in 1998.
37
38
FREEMARKETS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:
FINANCIAL INSTRUMENTS
The carrying values of cash and cash equivalents, accounts receivable and
accounts payable approximate fair market value because of the short-term
maturity of these financial instruments. The carrying value of long-term debt
approximates fair value because the interest rates on these obligations are
comparable to the interest rates that could have been obtained at the date of
the balance sheet. The Company's short-term investments are recorded at fair
market value based on quoted market prices. Management believes the financial
risks associated with all of these financial instruments are minimal.
PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost and depreciated on the
straight-line method over their estimated useful lives. Qualified internally
developed software costs for external use are capitalized subsequent to the
determination of technological feasibility; this capitalization continues until
the product becomes available for general release in accordance with SFAS No.
86, "Accounting for the Costs of Computer Software to be Sold, Leased or
Otherwise Marketed". To date, the Company's software has been available for
general release concurrent with the establishment of technological feasibility
and, accordingly, no material development costs have been capitalized. Qualified
internally developed software costs for internal use are capitalized subsequent
to both the preliminary project stage and when management has committed to
funding, in accordance with Statement of Position 98-1, "Accounting for the
Costs of Computer Software Developed or Obtained for Internal Use". Repairs and
maintenance expenditures, which are not considered improvements and do not
extend the useful life of the property and equipment, are expensed as incurred.
The cost and related accumulated depreciation applicable to property and
equipment no longer in service are eliminated from the accounts and any gain or
loss is included in operations.
GOODWILL AND OTHER ASSETS
The excess of costs over net assets acquired (goodwill) is being amortized
on the straight-line method over three years. Patents and trademarks are being
amortized on the straight-line method over their estimated useful lives of
seventeen years.
IMPAIRMENT OF LONG-LIVED ASSETS
The carrying values of long-lived assets, which include property and
equipment and goodwill and other assets, are evaluated periodically in relation
to the operating performance and future undiscounted cash flows of the
underlying assets. Adjustments are made if the sum of expected future net cash
flows is less than carrying value.
REVENUE RECOGNITION
The Company recognizes revenue from fixed monthly fees for providing
services to customers ratably as those services are provided over the related
contract periods. In the case of contracts with performance incentive payments
based on auction volume and/or savings generated, as defined in the respective
contracts, revenue is recognized as those thresholds are achieved.
In the fourth quarter of 2000, the Company adopted Staff Accounting
Bulletin No. 101, "Revenue Recognition in Financial Statements". There was no
impact to our consolidated financial statements.
38
39
FREEMARKETS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:
REVENUE CONCENTRATION AND RELATED PARTIES
Revenue concentration from United Technologies and Visteon, in the
aggregate, was 19% in 2000 and 34% in 1999. In October 2000, the Company entered
into a three-year contract extension with United Technologies that extends
through December 2003. As further discussed in Note 9, United Technologies
invested $20,938,000 into the Company in September 1999. Also more fully
discussed in Note 9, the Company issued a warrant to Visteon to purchase
1,750,000 shares of common stock in connection with Visteon entering into a
five-year commercial agreement in April 2000. Revenues from United Technologies
and Visteon, in the aggregate, were $16,982,000 and $7,075,000 for the years
ended December 31, 2000 and 1999, respectively. Amounts due from United
Technologies and Visteon, in the aggregate, were $5,307,000 and $808,000 at
December 31, 2000 and 1999, respectively.
COST OF REVENUES
Cost of revenues consists primarily of the expenses related to staffing and
operation of the Company's market making service organization and market
operations centers. Staffing costs include a proportional allocation of overhead
costs.
RESEARCH AND DEVELOPMENT COSTS
Research and development costs are expensed as incurred, and include costs
to develop, enhance and manage the Company's proprietary technology. The fair
value of purchased in-process research and development is estimated by assessing
the percentage-of-completion of the research project, costs required to complete
the project, and expected future revenues from the related products and
discounting such amounts using an appropriate risk-weighted discount rate.
Amounts allocated to in-process research and development are expensed in the
period in which the acquisition is consummated.
ADVERTISING COSTS
Advertising costs are expensed at the time the advertisement is first aired
or the promotion is held, and amounted to $13,142,000 in 2000, $6,538,000 in
1999 and $162,000 in 1998.
START-UP COSTS
Start-up costs are expensed as incurred, and include costs to establish new
locations, operations or subsidiaries.
STOCK COMPENSATION
The Company accounts for the grant of stock options to employees in
accordance with SFAS No. 123, "Accounting for Stock-Based Compensation". SFAS
No. 123 gives companies the option to adopt the fair value method for expense
recognition of employee stock options or to continue to account for employee
stock options using the intrinsic value method, as outlined under Accounting
Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to
Employees". The Company has elected to continue to apply the intrinsic value
method to account for employee stock options and discloses the pro forma effect
as if the fair value method had been applied in Note 10. The Company records
unearned stock compensation for stock options granted at exercise prices less
than fair value. Such unearned stock compensation is amortized on an accelerated
basis over the vesting period of each individual award in accordance with
Financial Accounting Standards Board ("FASB") Interpretation No. 28. The Company
records stock compensation in the
39
40
FREEMARKETS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:
respective line items of the Consolidated Statements of Operations. Total stock
compensation was $874,000 and $698,000 for the year ended December 31, 2000 and
1999, respectively.
INCOME TAXES
Deferred income taxes are recorded using the liability method. Under this
method, deferred tax assets and liabilities are determined based on the
differences between the financial statement and tax bases of assets and
liabilities using enacted tax rates in effect in the years in which the
differences are expected to reverse. Valuation allowances are established when
necessary to reduce deferred tax assets to the amount expected to be realized.
INTERNATIONAL OPERATIONS
The local currency is the functional currency for the Company's operations
outside of the United States. Assets and liabilities are translated using the
exchange rate at the balance sheet date. Revenues, expenses, gains and losses
are translated at the exchange rate on the date those elements are recognized.
Other comprehensive loss includes $66,000 and $120,000 in 2000 and 1999,
respectively, related to currency translations.
EARNINGS PER SHARE
The Company computes earnings per share in accordance with SFAS No. 128,
"Earnings per Share". Under the provisions of SFAS No. 128, basic earnings per
share is computed by dividing the net (loss) income for the period by the
weighted average number of common shares outstanding during the period. Diluted
earnings per share is computed by dividing the net (loss) income for the period
by the weighted average number of common and potentially dilutive common shares
outstanding during the period. Potentially dilutive common shares consist of the
common shares issuable upon the exercise of stock options and warrants (using
the treasury stock method) and upon the conversion of convertible preferred
stock (using the if-converted method). Potentially dilutive common shares are
excluded from the calculation if their effect is antidilutive.
40
41
FREEMARKETS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:
The computation of earnings per share is as follows:
YEAR ENDED DECEMBER 31,
--------------------------------------------
2000 1999 1998
------------- ------------ -----------
Numerator:
Net (loss) income...................... $(156,411,543) $(21,821,409) $ 233,747
============= ============ ===========
Denominator:
Weighted average common shares......... 37,189,440 14,914,189 11,191,670
(Denominator for basic calculation)
Weighted average effect of dilutive
securities:
Convertible preferred stock......... -- -- 11,383,800
Stock options and warrants.......... -- -- 4,201,141
------------- ------------ -----------
Denominator for diluted
calculation....................... 37,189,440 14,914,189 26,776,611
============= ============ ===========
Earnings per share:
Basic............................... $ (4.21) $ (1.46) $ .02
============= ============ ===========
Diluted............................. $ (4.21) $ (1.46) $ .01
============= ============ ===========
For 2000 and 1999, potentially dilutive common shares of 10,997,006 and
21,922,820, respectively, were excluded because their effect was antidilutive.
COMPREHENSIVE INCOME OR LOSS
Other comprehensive loss includes net (loss) income from the consolidated
statements of operations, the net effect of foreign currency translation
adjustments and unrealized gains and losses on short-term investments.
Comprehensive loss was $156,472,000 and $21,932,000 in 2000 and 1999,
respectively, and comprehensive income was $234,000 in 1998.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements, as well as the reported amounts of revenues and expenses during the
reporting periods. Actual results could differ from those estimates.
SEGMENT REPORTING
Operating segments are defined as components of an enterprise about which
separate financial information is available that is evaluated regularly by the
chief operating decision maker in deciding how to allocate resources and in
assessing performance. The Company operates in one segment, business-to-business
electronic commerce. The Company markets its products in the United States and
in foreign countries through its sales personnel and its subsidiaries.
The Company serves its customers from offices in the United States and 12
foreign countries. Many of the Company's customers are multi-national companies.
Over 90% of the Company's revenues and assets in 2000, 1999 and 1998 were
derived from customers whose headquarters are located in the United States.
41
42
FREEMARKETS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:
RECLASSIFICATION
Certain prior year amounts have been reclassified to conform with the 2000
presentation.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities". SFAS No. 133, which is effective for all
quarters beginning January 1, 2001, establishes accounting and reporting
standards for derivative financial instruments and hedging activities related to
those instruments. The adoption of this standard did not have a material impact
on the Company's consolidated financial statements.
NOTE 3. ACQUISITIONS
In March 2000, the Company acquired iMark, a business-to-business online
marketplace for surplus equipment and inventory. The Company issued 1,573,725
shares of its common stock and assumed 176,275 options with an aggregate total
value of $333,594,000, in exchange for all of the outstanding shares and options
of iMark. The acquisition was accounted for as a purchase business combination,
and the purchase price of $339,684,000, including estimated transaction costs of
$6,000,000, was allocated as follows:
Goodwill and other intangible assets........................ $336,334,000
In-process research and development......................... 7,397,000
Liabilities assumed in excess of the fair value of assets
acquired.................................................. (4,047,000)
------------
Total purchase price........................................ $339,684,000
============
At the time of the acquisition of iMark, there was one in-process research
and development project. The software applications resulting from this
development project have subsequently been integrated into our products. The
efforts required to complete the acquired in-process research and development
project included the completion of all planning, designing and testing
activities that were necessary to establish that the product can be produced to
meet its design requirements, including functions, features and technical
performance requirements. The value of the acquired in-process research and
development was computed using a discount rate of 34% on the anticipated cash
flow stream from sales of the related product revenues, less the estimated costs
to complete the development efforts. At the time of the acquisition, the product
was approximately 70% complete. The majority of the costs to complete the
project were incurred in 2000, and the remaining costs are not material. The
value assigned to the in-process research and development was $7,397,000, and
was charged to expense during the first quarter of 2000 when the acquisition was
consummated.
Also in March 2000, the Company purchased substantially all of the assets
of Surplus Record, Inc. and SR Auction, Inc. (collectively, "Surplus Record")
for $18,000,000 in cash. Surplus Record consists of a directory and network of
dealers and buyers and an online surplus asset trade site for business surplus,
new and used industrial equipment, machinery and machine tools. The acquisition
was accounted for as a purchase business combination, and the excess of the
purchase price over the fair value of the net assets acquired of $17,942,000 was
allocated to goodwill, which is being amortized on a straight-line basis over 36
months.
Final allocation of the purchase price for iMark and Surplus Record is not
expected to differ significantly from the preliminary allocations, and is
expected to be completed in 2001.
42
43
FREEMARKETS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
NOTE 3. ACQUISITIONS, CONTINUED:
The following unaudited pro forma financial information presents the
Company's results of operations as if the acquisitions of iMark and Surplus
Record occurred at the beginning of each period presented. The write-off of
in-process research and development has been excluded because it is
non-recurring. The unaudited pro forma financial information does not
necessarily reflect the results of operations that would have occurred had the
Company, iMark and Surplus Record constituted a single entity during such
periods.
YEAR ENDED DECEMBER 31,
------------------------------
2000 1999
------------- -------------
(UNAUDITED)
Revenues.............................................. $ 92,097,959 $ 24,090,397
Goodwill amortization................................. 118,091,841 118,091,841
Net loss.............................................. (182,997,853) (145,534,440)
Basic and diluted earnings per share.................. (4.72) (8.83)
NOTE 4. PROPERTY AND EQUIPMENT
Property and equipment (and their related useful lives) consisted of the
following:
DECEMBER 31,
--------------------------
2000 1999
----------- -----------
Computer and office equipment (2 to 5 years).............. $25,466,600 $ 7,231,574
Furniture and fixtures (5 years).......................... 4,838,770 2,254,839
Leasehold improvements (5 years).......................... 12,477,840 2,426,514
Software and development costs (3 years).................. 8,339,598 1,988,482
----------- -----------
51,122,808 13,901,409
Less accumulated depreciation............................. 7,409,108 1,360,005
----------- -----------
$43,713,700 $12,541,404
=========== ===========
Depreciation expense was $9,585,000 in 2000, $1,145,000 in 1999 and
$142,000 in 1998. As a result of a change in certain information technology
initiatives and our transition to a globally-integrated ERP, the Company
recognized additional depreciation and other charges of $2,037,000.
NOTE 5. GOODWILL AND OTHER ASSETS
Goodwill and other assets (and their related useful lives) consisted of the
following:
DECEMBER 31,
------------------------
2000 1999
------------ --------
Goodwill (3 years)......................................... $354,275,972 $ --
Other (17 years)........................................... 1,271,474 555,206
------------ --------
355,547,446 555,206
Less accumulated amortization.............................. 90,793,490 15,258
------------ --------
$264,753,956 $539,948
============ ========
Other is primarily comprised of patent and trademark costs.
43
44
FREEMARKETS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
NOTE 6. DEBT
Debt consisted of the following:
DECEMBER 31,
------------------------
2000 1999
---------- ----------
(A) Revolver................................................ $3,703,071 $ --
(A) Equipment term note..................................... -- 1,777,678
(A) Equipment term note #2.................................. -- 3,000,000
(B) Equipment term note #3.................................. 574,790 --
Other.................................................. 153,053 --
---------- ----------
4,430,914 4,777,678
Less current portion................................... 3,887,132 1,499,962
---------- ----------
$ 543,782 $3,277,716
========== ==========
(A) In November 2000, the Company entered into a one-year Revolving Credit
Facility (the "Revolving Credit Facility") with a maximum borrowing base of
$25.0 million. At December 31, 2000, $16.2 million as available based on
eligible accounts receivable. The Revolving Credit Facility bears interest
at the lender's prime rate, which was 9.5% at December 31, 2000. The
Revolving Credit facility was used to replace the Equipment Term Note and
the Equipment Term Note #2. These notes were part of a $10.0 million
facility, which also included a $5.0 million line of credit.
(B) In connection with the acquisition of iMark, the Company assumed an
Equipment Term Note ("Equipment Term Note #3). The Equipment Term Note #3
bears interest at a rate of 8% and is payable in 48 monthly installments
through January 2004.
The Revolving Credit Facility contains restrictive covenants, including a
limitation on incurring additional indebtedness and paying dividends. The
Company is also required to satisfy minimum tangible net worth and current and
debt service ratios each month, as defined in the underlying agreement. The
Company has pledged substantially all of its tangible assets as collateral for
the Revolving Credit Facility.
Interest expense was $478,000 in 2000, $176,000 in 1999 and $28,000 in
1998. The weighted average interest rate was 9.9% in 2000, 6.7% in 1999 and 6.9%
in 1998.
Scheduled maturities of debt for each of the years ending December 31 are
as follows:
2001........................................................ $3,887,132
2002........................................................ 201,012
2003........................................................ 219,570
2004........................................................ 123,200
----------
$4,430,914
==========
NOTE 7. COMMITMENTS AND CONTINGENCIES
The Company leases office space and equipment under operating leases
expiring through 2010. In October 1998, the Company entered into a new Office
Lease Agreement (the "Lease"), as amended in March and June 1999 and March 2000,
that significantly expands the Company's office space within the City of
Pittsburgh, Pennsylvania. The Lease, which currently provides for 182,000 square
feet and provides for additional expansion within the same building, expires in
May 2010.
44
45
FREEMARKETS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
NOTE 7. COMMITMENTS AND CONTINGENCIES, CONTINUED:
Operating lease rental expense amounted to $4,488,000 in 2000, $960,000 in
1999 and $280,000 in 1998. The following is a schedule of future minimum lease
payments under all operating leases through December 31 of each of the following
years:
2001........................................................ $ 5,832,000
2002........................................................ 5,459,000
2003........................................................ 5,078,000
2004........................................................ 4,772,000
2005........................................................ 4,673,000
Thereafter.................................................. 20,686,000
The Company is subject to various legal proceedings and claims, either
asserted or unasserted, which arise in the ordinary course of business. While
the outcome of these claims cannot be predicted with certainty, management does
not believe that the outcome of any of these legal matters will have a material
adverse effect on the Company's consolidated results of operations or
consolidated financial position.
NOTE 8. INCOME TAXES
The Company had no income tax provision in 2000 and 1999 since the Company
had a net taxable loss in each of those periods. Deferred tax assets and
liabilities consisted of the following:
DECEMBER 31,
-------------------------
2000 1999
----------- ----------
Net operating losses....................................... $33,550,000 $8,202,000
Research and experimentation credits....................... 1,292,000 395,000
Deferred stock-based expense............................... 2,270,000 1,942,000
Goodwill................................................... 1,395,000 --
Depreciation and other..................................... (236,000) (797,000)
----------- ----------
Net deferred tax assets.................................... 38,271,000 9,742,000
Less valuation allowance................................... (38,271,000) (9,742,000)
----------- ----------
$ -- $ --
=========== ==========
In assessing the realizability of net deferred tax assets, management
considers whether it is more likely than not that some portion of the net
deferred tax assets will not be realized. The ultimate realization of net
deferred tax assets is dependent upon the generation of future taxable income
during the periods in which temporary differences representing net future
deductible amounts become deductible. Management has established a full
valuation allowance against the net deferred tax assets at December 31, 2000 and
December 31, 1999 since the realization of these assets in future periods is
uncertain.
As of December 31, 2000, the Company had available federal and state net
operating loss carryforwards of approximately $83,874,000. These net operating
loss carryforwards may be used to offset future federal and state income taxes
through 2020 and 2010, respectively. As a result of the Series B convertible
preferred stock offering in December 1996 and concurrent ownership change,
Section 382 of the Internal Revenue Code limits the federal net operating losses
incurred prior to December 1996, which amounted to $2,245,000, available to the
Company to $441,000 per year. Any unused annual limitation may be carried
forward to future years for the balance of the federal net operating loss
carryforward period. In addition, the Company has research and experimentation
credit carryforwards available to offset future federal tax liabilities through
2020.
45
46
FREEMARKETS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
NOTE 9. STOCKHOLDERS' EQUITY
The following is a summary of share activity for all classes of stock:
CONVERTIBLE COMMON STOCK PURCHASE
PREFERRED STOCK STOCK WARRANTS
--------------- ---------- --------------
Outstanding at December 31, 1997........... 11,383,800 10,975,799 2,604,600
Shares issued............................ -- 780,000 --
Options exercised........................ -- 54,600 --
----------- ---------- ----------
Outstanding at December 31, 1998........... 11,383,800 11,810,399 2,604,600
Shares issued............................ 4,363,207 4,140,000 --
Stock purchase warrants issued........... -- -- 304,431
Stock purchase warrants exercised........ 304,431 2,409,000 (2,713,431)
Options exercised........................ -- 728,310 --
Conversion of preferred stock............ (16,051,438) 16,051,438 --
----------- ---------- ----------
Outstanding at December 31, 1999........... -- 35,139,147 195,600
Shares issued............................ -- 1,641,076
Stock purchase warrants issued........... -- -- 1,750,000
Stock purchase warrants exercised........ -- 195,600 (195,600)
Options exercised........................ -- 1,812,143 --
----------- ---------- ----------
Outstanding at December 31, 2000........... -- 38,787,966 1,750,000
=========== ========== ==========
STOCK SPLITS
In January 1998, the Company's Board of Directors declared a 200-for-1
stock split in the form of a stock dividend for the then-outstanding shares of
common stock and preferred stock. In June 1999, the Company's Board of Directors
declared a 3-for-1 stock split in the form of a stock dividend for the
then-outstanding shares of common stock and preferred stock.
The Company has presented each split as a separate issuance of shares
occurring at the time of the split. Accordingly, share amounts presented in the
consolidated balance sheets and statements of stockholders' equity reflect the
actual shares outstanding for each period presented prior to the stock splits.
All references to the number of shares and per share amounts elsewhere in the
consolidated financial statements and related notes have been restated to
reflect both stock splits.
PREFERRED STOCK
In April 1999, the Company completed an offering of 2,305,434 shares of
Series C convertible preferred stock at $4.77 per share. Total proceeds from the
offering were $10,260,000, net of offering costs of $737,000.
In September 1999, the Company completed an offering of 2,057,773 shares of
Series D convertible preferred stock at $14.80 per share, of which 1,414,552
shares were purchased by United Technologies. Proceeds from the offering were
$30,257,000, net of offering costs of $198,000. In addition, the Company granted
304,431 stock purchases warrants ("Series D warrants") at an exercise price of
$.01 per share to United Technologies in exchange for release of restrictions
that limited the Company from serving certain competitors of United
Technologies. In connection with this grant, the Company recognized stock
expense of $4,503,000 in September 1999, as determined using the Black-Scholes
pricing model. United Technologies exercised the Series D warrants in September
1999, resulting in total proceeds of $3,000 and a $4,503,000 transfer from stock
purchase warrants to additional capital.
46
47
FREEMARKETS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
NOTE 9. STOCKHOLDERS' EQUITY, CONTINUED:
As discussed in Note 1, all of the Company's outstanding convertible
preferred stock automatically converted into 16,051,438 shares of common stock
in connection with the IPO. Additionally, the Company's Board of Directors has
the authority, without further action by the stockholders, to issue up to
5,000,000 shares of preferred stock in one or more series and to designate the
rights, preferences, privileges and restrictions of each series.
COMMON STOCK
In 1998, employees purchased 780,000 shares of common stock at $1.67 per
share under a qualified stock purchase plan (the "1998 Purchase Plan"),
resulting in total proceeds of $1,286,000, net of offering costs of $14,000. No
further shares may be purchased under the 1998 Purchase Plan.
As discussed in Note 1, the Company completed an IPO of 4,140,000 shares of
common stock at $48 per share in December 1999.
STOCK PURCHASE WARRANTS
In April 2000, the Company entered into a five-year agreement with Visteon.
Under the terms of the agreement, Visteon will pay the Company a fixed monthly
fee for access to its business-to-business eMarketplace. In connection with
entering into this agreement, the Company issued a warrant to Visteon, with an
exercise price of $.01 per share, to purchase 1,750,000 shares of the Company's
common stock, which was valued at $95,484,000 using the Black-Scholes pricing
model. This value is being amortized on a straight-line basis over the five year
term of the agreement, of which $13,474,000 was amortized in 2000.
NOTE 10. EMPLOYEE BENEFIT PLANS
401(K) SAVINGS PLAN
In January 1999, the Company adopted a savings plan (the "Savings Plan")
that qualifies as a deferred salary arrangement under Section 401(k) of the
Internal Revenue Code. Under the Savings Plan, eligible employees may contribute
a certain percentage of their pre-tax earnings up to the annual limit set by the
Internal Revenue Service. The Company is not required to contribute to the
Savings Plan, and has made no contributions since its inception.
EMPLOYEE STOCK PURCHASE PLAN
In 1999, the Board of Directors adopted, and the stockholders of the
Company approved, the Company's Amended and Restated Employee Stock Purchase
Plan (the "1999 Purchase Plan"), under which 500,000 shares have been reserved
for issuance, subject to increases as provided in the 1999 Purchase Plan. The
1999 Purchase Plan is intended to qualify under Section 423 of the Internal
Revenue Code. Under the 1999 Purchase Plan, eligible employees may purchase
common stock each year in an amount not to exceed 20% of the employee's annual
cash compensation. The purchase price per share will be 85% of the lowest fair
value at certain dates defined in the 1999 Purchase Plan. The 1999 Purchase Plan
became effective in December 1999.
STOCK OPTION PLANS
Prior to March 1998, the Company maintained a stock incentive plan (the
"1996 Option Plan"), which provided for the issuance of stock options and stock
appreciation rights to employees. Under the 1996 Option Plan, options were
granted at prices determined by the Board of Directors. The options granted are
exercisable in accordance with a vesting schedule, not to exceed 10 years. No
further stock options may be granted under the 1996 Option Plan.
47
48
FREEMARKETS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
NOTE 10. EMPLOYEE BENEFIT PLANS, CONTINUED:
In March 1998, the Company adopted the 1998 Stock Option Plan (the "1998
Option Plan"). All available options in the 1996 Option Plan were transferred
into the 1998 Option Plan. All options outstanding under the 1996 Option Plan as
of the termination date continue in effect under their original terms. The 1998
Option Plan provides for the issuance of stock options to employees, directors,
consultants and advisors, which are granted at prices determined by the Board of
Directors. The options granted are exercisable in accordance with a vesting
schedule, not to exceed 10 years. Options held by certain executives immediately
vested 30% in connection with the IPO.
In June 1999, the Company adopted an Amended and Restated Stock Incentive
Plan (the "Stock Incentive Plan"). The Stock Incentive Plan amended the 1998
Option Plan to increase the amount of shares reserved for the future issuance of
stock options and add certain change-of-control provisions, as well as make
other minor modifications. As of December 31, 2000, 15,450,000 stock options
were authorized for issuance, of which 2,341,380 remained available for future
issuance.
The following is a summary of stock option activity:
NUMBER WEIGHTED AVERAGE
OF OPTIONS EXERCISE PRICE
---------- ----------------
Outstanding at December 31, 1997........................ 1,062,600 $0.47
Granted............................................... 6,150,900 1.06
Forfeited............................................. (44,700) 0.55
Exercised............................................. (54,600) 0.38
----------
Outstanding at December 31, 1998........................ 7,114,200 0.98
Granted............................................... 5,426,300 10.69
Forfeited............................................. (204,800) 3.31
Exercised............................................. (728,310) 9.25
----------
Outstanding at December 31, 1999........................ 11,607,390 4.96
Granted............................................... 2,325,345 61.25
Assumed............................................... 176,275 6.02
Forfeited............................................. (1,691,654) 9.57
Exercised............................................. (1,812,143) 2.22
----------
Outstanding at December 31, 2000........................ 10,605,213 17.36
==========
Shares exercisable as of December 31, 2000.............. 1,948,475 4.89
The following is a summary of the options outstanding as of December 31,
2000:
RANGE 1 RANGE 2 RANGE 3 RANGE 4 RANGE 5 RANGE 6 TOTAL
----------- --------- ----------- ----------- ------------- -------------- -------------
Range of exercise
prices................ $0.07-$0.80 $ 1.08 $1.59-$1.67 $2.50-$4.77 $12.50-$40.69 $41.00-$341.88 $0.07-$341.88
Weighted average
exercise price........ 0.53 1.08 1.67 4.72 18.26 70.68 17.36
Weighted average
contractual life (in
years)................ 6.8 7.4 7.8 8.3 8.8 9.3 8.2
Exercisable............. 697,324 452,600 153,225 150,165 482,661 12,500 1,948,475
Outstanding............. 1,392,547 2,477,000 812,022 1,408,365 2,794,360 1,720,919 10,605,213
All options were granted at exercise prices determined by the Board of
Directors. In 1999, the Company recorded $1,976,000 of unearned stock
compensation related to employee stock option grants with exercise
48
49
FREEMARKETS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
NOTE 10. EMPLOYEE BENEFIT PLANS, CONTINUED:
prices lower than the deemed fair value of the underlying shares at the time of
grant, of which $414,000 and $451,000 was amortized in 2000 and 1999,
respectively.
If compensation costs had been recognized pursuant to SFAS No. 123, the
Company's net (loss) income and earnings per share would have been as follows:
YEAR ENDED DECEMBER 31,
------------------------------------------
2000 1999 1998
------------- ------------ ---------
Net (loss) income:
As reported............................. $(156,411,543) $(21,821,409) $ 233,747
Pro forma............................... (205,413,339) (25,390,296) (208,581)
Earnings per share:
Basic:
As reported.......................... $ (4.21) $ (1.46) $ .02
Pro forma............................ (5.52) (1.70) (.02)
Diluted:
As reported.......................... $ (4.21) $ (1.46) .01
Pro forma............................ (5.52) (1.70) (.02)
The weighted average fair value per option grant to employees was $57.49 in
2000, $4.05 in 1999 and $.23 in 1998. The fair value of each option grant was
determined using the minimum value method prior to the IPO and using the
Black-Scholes pricing model subsequent to the IPO with the following assumptions
for all grants:
YEAR ENDED DECEMBER 31,
------------------------
2000 1999 1998
------ ----- -----
Weighted average risk-free interest rate.................... 6.5% 5.3% 5.0%
Expected life (number of years)............................. 5 5 5
Volatility.................................................. 146.1% 100% --
In October 1999, 30,000 options were granted to the Company's Assistant
Secretary, who is neither an employee nor a director. In accordance with SFAS
No. 123, the Company recorded stock compensation of $246,000, as determined
using the Black-Scholes pricing model with the following assumptions: weighted
average risk-free interest rate of 6.0%, expected life of three years and
volatility of 80%.
In April 2000, 3,000 options were granted to a consultant. In accordance
with SFAS No. 123, the Company recorded unearned stock compensation of $196,000,
of which $147,000 was amortized in 2000, as determined using the Black-Scholes
pricing model with the following assumptions: weighted average risk-free
interest rate of 6.2%, expected life of one year and volatility of 125%.
NOTE 11. SECURITIES CLASS ACTION COMPLAINT
Ten securities fraud class action complaints were filed against the Company
and three executive officers in federal court in Pittsburgh, Pennsylvania, which
the court consolidated into a single proceeding. The plaintiffs alleged that the
Company and the other defendants violated Sections 10(b) and 20(a) of the
Securities Exchange Act of 1934. The Company and the individual defendants moved
to dismiss the case on the grounds that the plaintiffs failed to allege facts
sufficient to support their claim that the defendants violated the securities
laws. On December 27, 2000, the court granted the motion to dismiss, having
concluded that the plaintiffs' complaint was legally deficient. The court
granted the plaintiffs leave to amend their complaint.
49
50
FREEMARKETS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
NOTE 12. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
The Company's quarterly results for 2000 and 1999 are as follows:
FIRST SECOND THIRD FOURTH
2000: QUARTER QUARTER QUARTER QUARTER TOTAL
- ----- ------------ ------------ ------------ ------------ -------------
Revenues.................. $ 10,808,039 $ 19,374,264 $ 26,584,298 $ 34,509,745 $ 91,276,346
Gross profit.............. 4,473,770 8,408,939 12,304,252 17,193,324 42,380,285
Net loss.................. (18,137,239) (46,522,141) (47,132,150) (44,620,013) (156,411,543)
Earnings per share:
Basic and diluted....... (.51) (1.25) (1.25) (1.17) (4.21)
FIRST SECOND THIRD FOURTH
1999: QUARTER QUARTER QUARTER QUARTER TOTAL
- ----- ------------ ------------ ------------ ------------ -------------
Revenues.................. $ 3,498,705 $ 4,183,294 $ 5,355,298 $ 7,842,727 $ 20,880,024
Gross profit.............. 1,933,381 1,599,758 2,137,079 3,043,709 8,713,927
Net loss.................. (492,166) (3,264,928) (9,722,382) (8,341,933) (21,821,409)
Earnings per share:
Basic and diluted....... (.04) (.23) (.68) (.43) (1.46)
NOTE 13. SUBSEQUENT EVENTS
In February 2001, the Company entered into a definitive agreement to
acquire Adexa, Inc., a leading provider of software products that enable
collaborative commerce. Under this agreement, the Company will issue up to
17,250,000 shares of its common stock and options in exchange for all
outstanding equity interests of Adexa. The merger will be accounted for as a
purchase, and is expected to close in the second quarter of 2001.
Also in February 2001, the court dismissed the securities class action
complaint discussed in Note 11 with prejudice pursuant to a stipulation of
voluntary dismissal executed by all parties. The case is now closed.
50
51
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information set forth under the captions "Election of Directors" and
"Other Matters" in the Proxy Statement and set forth herein in Item 1,
"Business--Executive Officers" is incorporated herein by reference in response
to this Item 10.
ITEM 11. EXECUTIVE COMPENSATION
The information set forth under the captions "Compensation of Executive
Officers," "Report of the Compensation Committee of the Board of Directors," and
"Stockholder Return Performance Graph" in the Proxy Statement is incorporated
herein by reference in response to this Item 11.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information set forth under the caption "Beneficial Ownership of Common
Stock" in the Proxy Statement is incorporated herein by reference in response to
this Item 12.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information set forth under the subcaption "Compensation Committee
Interlocks and Insider Participation" and "Certain Relationships and Related
Party Transactions" in the Proxy Statement is incorporated herein by reference
in response to this Item 13.
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52
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(A) DOCUMENTS FILED AS PART OF THIS REPORT:
1. Financial Statements and Supplementary Data. The following Financial
Statements of the Company are filed with this Form 10-K:
Report of Independent Accountants........................... 32
Consolidated Balance Sheets as of December 31, 2000 and
1999...................................................... 33
Consolidated Statements of Operations for each of the three
years in the period ended December 31, 2000............... 34
Consolidated Statements of Stockholders' Equity for each of
the three years in the period ended December 31, 2000..... 35
Consolidated Statements of Cash Flows for each of the three
years in the period ended December 31, 2000............... 36
Notes to Consolidated Financial Statements.................. 37
2. Financial Statement Schedules. The following financial statement
schedule is filed as part of this Annual Report on Form 10-K:
Schedule II -- Valuation and Qualifying Accounts
3. Exhibits. The Exhibits listed below are filed or incorporated by
reference as part of this Form 10-K. Where so indicated by footnote,
exhibits which were previously filed are incorporated by reference.
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
3.1 Registrant's Amended and Restated Certificate of
Incorporation, as amended by Certificate of Amendment dated
May 12, 2000. (1)
3.2 Registrant's Amended and Restated Bylaws. (2)
4.1(b) Second Amended and Restated Registration Rights Agreement
dated as of March 23, 2000. (3)
10.1++ Service and Market Access Agreement made as of October 19,
2000 and effective as of January 1, 2001 by and between the
registrant and United Technologies Corporation.
10.2(a) Lease Agreement between the registrant and One Oliver
Associates Limited Partnership dated October 21, 1998. (4)
10.2(b) First Amendment to Lease between the registrant and One
Oliver Associates Limited Partnership dated March 30, 1999.
(4)
10.2(c) Second Amendment to Lease between the registrant and One
Oliver Associates Limited Partnership dated June, 1999. (5)
10.3(a) Credit Agreement dated as of November 3, 2000 by and among
the registrant and the banks party thereto and PNC Bank,
National Association, as administrative agent, and Silicon
Valley Bank, as syndication agent.
10.3(b) First Amendment to Credit Agreement dated as of December 8,
2000 by and among the registrant, the banks party thereto,
Silicon Valley Bank, as syndication agent, and PNC Bank,
National Association, as administrative agent.
10.4 Registrant's 1996 Stock Incentive Plan. (4)
10.5 Registrant's Amended and Restated Stock Incentive Plan. (6)
10.6 Registrant's Amended and Restated Employee Stock Purchase
Plan. (7)
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53
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
10.7 Form of Indemnification Agreement between the registrant and
each of its directors and officers. (8)
10.8 Restricted Stock Purchase Agreement between Thomas J.
Meredith and the registrant dated as of November 23, 1999.
(9)
10.9++ Long Term Access and Services Agreement dated as of April
17, 2000 by and between the registrant and Visteon
Corporation. (2)
10.10 Common Stock Purchase Warrant of the registrant issued to
Visteon Corporation dated April 17, 2000. (2)
21.1 Subsidiaries of the registrant. (7)
23.1 Consent of PricewaterhouseCoopers LLP.
- ---------------
++ Portions of this exhibit have been omitted based on a request for
confidential treatment filed with the SEC. The omitted portions of the
exhibit have been filed separately with the SEC.
(1) Incorporated by reference to exhibit filed with the registrant's
Registration Statement on Form S-8, as filed with the SEC on May 26, 2000.
(2) Incorporated by reference to exhibit filed with the registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2000, as filed with the
SEC on August 2, 2000.
(3) Incorporated by reference to exhibit filed with the registrant's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2000, as filed with the
SEC on May 10, 2000.
(4) Incorporated by reference to exhibit filed with the Registration Statement
as filed with the SEC on September 8, 1999.
(5) Incorporated by reference to exhibit filed with Amendment No. 2 to the
Registration Statement, as filed with the SEC on November 1, 1999.
(6) Incorporated by reference to exhibit filed with Amendment No. 1 to the
Registration Statement, as filed with the SEC on October 15, 1999.
(7) Incorporated by reference to exhibit filed with the registrant's Annual
Report on Form 10-K for the year ended December 31, 1999, as filed with the
SEC on March 16, 2000.
(8) Incorporated by reference to exhibit filed with Amendment No. 5 to the
Registration Statement, as filed with the SEC on November 18, 1999.
(9) Incorporated by reference to exhibit filed with Amendment No. 6 to the
Registration Statement, as filed with the SEC on November 23, 1999.
(B) REPORTS ON FORM 8-K
The Company did not file any Reports on Form 8-K during the quarter ended
December 31, 2000.
* * * * * *
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54
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized in the City of
Pittsburgh, Commonwealth of Pennsylvania on February 23, 2001.
FREEMARKETS, INC.
By: /s/ JOAN S. HOOPER
------------------------------------
Joan S. Hooper
Chief Financial Officer
Each person whose signature appears below hereby appoints Glen T. Meakem
and Joan S. Hooper, and both of them, either of whom may act without the joinder
of the other, as his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this Annual
Report on Form 10-K, and to file the same, with all exhibits thereto and all
other documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents full power and authority to perform each and every
act and thing appropriate or necessary to be done, as fully and for all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
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 CAPACITY DATE
--------- -------- ----
/s/ GLEN T. MEAKEM Chief Executive Officer and February 23, 2001
- --------------------------------------------- Chairman of the Board (Principal
Glen T. Meakem Executive Officer) and Director
/s/ JOAN S. HOOPER Senior Vice President and Chief February 23, 2001
- --------------------------------------------- Financial Officer (Principal
Joan S. Hooper Financial and Accounting Officer)
/s/ DAVID J. BECKER President, Chief Operating Officer February 23, 2001
- --------------------------------------------- and Director
David J. Becker
/s/ ERIC C. COOPER Director February 23, 2001
- ---------------------------------------------
Eric C. Cooper
Director
- ---------------------------------------------
L. John Doerr
/s/ RAYMOND J. LANE Director February 23, 2001
- ---------------------------------------------
Raymond J. Lane
/s/ THOMAS J. MEREDITH Director February 23, 2001
- ---------------------------------------------
Thomas J. Meredith
/s/ DAVID A. NOBLE Director February 23, 2001
- ---------------------------------------------
David A. Noble
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55
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
10.1++ Service and Market Access Agreement made as of October 19,
2000 and effective as of January 1, 2001 by and between
FreeMarkets, Inc. and United Technologies Corporation.
10.3(a) Credit Agreement dated as of November 3, 2000 by and among
FreeMarkets, Inc. and the banks party thereto and PNC Bank,
National Association, as administrative agent, and Silicon
Valley Bank, as syndication agent.
10.3(b) First Amendment to Credit Agreement dated as of December 8,
2000 by and among FreeMarkets, Inc., the banks party
thereto, Silicon Valley Bank, as syndication agent, and PNC
Bank, National Association, as administrative agent.
23.1 Consent of PricewaterhouseCoopers LLP.
- ---------------
++ Portions of this exhibit have been omitted based on a request for
confidential treatment filed with the SEC. The omitted portions of the
exhibit have been filed separately with the SEC.
56
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE
To the Board of Directors
of FreeMarkets, Inc. and Subsidiaries:
Our audits of the consolidated financial statements referred to in our report
dated January 22, 2001, except for Note 13 as to which the date is February 16,
2001, appearing in this Form 10-K also included an audit of the financial
statement schedule listed in Item 14(a)(2) of this Form 10-K. In our opinion,
this financial statement schedule presents fairly, in all material respects, the
information set forth therein when read in conjunction with the related
consolidated financial statements.
/s/ PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
January 22, 2001, except for Note 13, as to
which the date is February 16, 2001
57
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
- ---------------------------------- ---------- ---------- ---------- ---------- -----------
ADDITIONS
-----------------------
BALANCE AT CHARGED TO BALANCE AT
BEGINNING CHARGED TO OTHER END OF
OF PERIOD EXPENSE ACCOUNTS DEDUCTIONS PERIOD
---------- ---------- ---------- ---------- -----------
ALLOWANCE FOR DOUBTFUL ACCOUNTS:
Year ended December 31, 2000.... $ 100,000 $1,367,044 $ -- $(564,044) $ 903,000
Year ended December 31, 1999.... 25,000 172,666 -- (97,666) 100,000
Year ended December 31, 1998.... 20,000 5,000 -- -- 25,000
ALLOWANCE FOR DEFERRED TAX ASSETS:
Year ended December 31, 2000.... 9,742,000 -- 28,529,000 -- 38,271,000
Year ended December 31, 1999.... 1,337,000 -- 8,405,000 -- 9,742,000
Year ended December 31, 1998.... 1,336,000 -- 1,000 -- 1,337,000