PurchasePro Retail Shareholders Release Research Analysis On Company


AUSTIN, Texas, March 11, 2002 (PRIMEZONE) -- A group of individual shareholders of PurchasePro (Nasdaq:PPRO), comprising a range of business professionals, today released a research report on the company suggesting that it was undervalued and would have revenues in the range of $30 million for this year with positive EBITDA of approximately $3.2 million in the fourth quarter.

Steve Ledford, a software engineer who led the effort, said, "Since PurchasePro currently lacks professional research coverage on Wall Street, we believed it was appropriate to initiate this project and report our findings publicly. Retail investors hold approximately 90 percent of the PurchasePro float. There are many CPAs and analytical individuals among us and we believed that we could do a very credible job in developing a research report that presents a reasonable and conservative valuation of the company and its future."

The research report, which examined market trends, current sales growth in the e-commerce industry and the valuation of PurchasePro versus its peers in the e-commerce sector, namely Ariba (Nasdaq:ARBA), Commerce One (Nasdaq:CMRC) and FreeMarkets (Nasdaq:FMKT), determined PurchasePro's stock price was woefully undervalued when compared to competitors in the space and provided opportunity for long term gain.

The study, conducted by Ledford and several other professionals including Gene Kolman, specifically cites PurchasePro's recent wins with companies such as Honeywell, Corporate Express, Unocal, Cummins and Bayer as proof points of the efficacy of the company's business model and value of the company's procurement products.

In addition, the report listed PurchasePro's prudent use of cash, reduction of quarterly operating expenses from $30 million to $5.5 million per quarter, its recent cash infusion of $21 million and the success of the company's product lines, namely e-Source, a strategic sourcing product first released by the company in July 2001.

"In examining the e-commerce industry, we're continually astonished by PurchasePro's achievements in the space and the relative demise of the company's stock. We believe, and the results of our study firmly conclude, that PurchasePro is woefully undervalued and represents an excellent buying opportunity for long-term investors," said Kolman.

Kolman continued, "In PurchasePro, we see a company with marginal risk and an excellent investment opportunity. In fact, PurchasePro has secured approximately 40 percent of its internal revenue projections for 2002 from its recurring revenue base, which includes monthly hosting and maintenance fees from its current clients, and sales announced from January until the present."

Ledford also said that, "We believe that this report may well be a first in the investing world as it is put together solely by individual investors. We spent two months developing the data and testing out our conclusions. They have been well vetted and we hope will provide solid guidelines for investors who are considering PurchasePro. We would also hope that the professional investment community might take note of this report, particularly in light of the fact that they seem to have forgotten about this special situation called PurchasePro."

For more information on the PurchasePro Research Report, please contact Steve Ledford, (512) 633-9685, sledford_98@yahoo.com, or Gene Kolman, (847) 831-5471 or (847) 831-3914, gejmk@msn.com. The full, text-based version of the Value Stocks Working Group research report follows. The report, in its original form, is also available at: http://www.irconnect.com/files/report.pdf

Value Stock Group, 8 MARCH 2002

PPRO Due Diligence Report

An analysis of the current condition of PurchasePro.com and projections for the future by the Value Stocks working group.

Introductory Remarks

This report is the collective effort of the 223 members of the Value Stocks group organized through Yahoo. Cumulatively we hold 3,793,939 shares that represent 4.57% of PurchasePro's outstanding shares. We believe there is excellent value in the company's products and long-term growth in the market they serve.

It is our goal to share the results of the research that led us to form this conclusion. We hope that the investor taking the time to read this report will share our judgment that the process of investing is in fact a Discipline. In this case we collectively define Discipline as an orderly, structured and consistent process without rigidity in either concept or method.

It is our hope that our readers will apply this process to the product of our research on PurchasePro.com Inc.; as well as to other investments they may have or are considering.

For membership information or to join, go to http://groups.yahoo.com/group/ta_and_value_stocks/

The Authors

Abstract

After experiencing a turbulent and challenging 2001 in which PurchasePro had a significant downturn in revenue on its old line of software products and services related to B2B marketplaces, the company has spent the past nine months restructuring and realigning its resources, cost structure, and technology. The turnaround is not yet complete but there are positive signs emerging in its business.

At the Shareholders meeting held on February 11, Richard Clemmer, CEO of PurchasePro, made several statements in his opening remarks regarding the forward outlook of the company that are noteworthy:

* EBITDA positive by Spring 2002

* Cash Flow positive by Fall 2002

* As of February 11, the company had achieved 40% of its internal 2002 revenue target on an annualized basis

* Reaffirmed that cash expenses for PurchasePro would be in the range of $5.5M to $6M per quarter

* The Senior Executive team will take a 50% cash paycut in exchange for equivalent compensation in PurchasePro stock

Mr Clemmer's remarks are further reinforced by some of the financing events surrounding the shareholders' meeting. First, PurchasePro announced the opening of an equity facility with Fusion Capital in December 2001. That arrangement, if exercised, can provide PurchasePro with up to $15M of cash over the life of the facility through sales of treasury stock to Fusion at close to prevailing market prices of PurchasePro stock. Second, PurchasePro announced a Private Equity Placement with several institutions in February 2002 that resulted in an immediate injection of $6M in cash to the company. The Private placement did result in shareholder dilution of 14%. Both of these facilities represent a positive statement by these institutions in their forward outlook of PurchasePro and their investment in the company.

Mr Clemmer's recent comments and the due diligence evidenced in the institutional financing activity over the past two months are the focus of the analysis conducted in this report and forming the growth trajectory that has been demonstrated during Q4 2001 and so far in 2002 with notable customer wins such as Honeywell, Bayer, Corporate Express, and Cummins to name a few.

Sales and Revenue Growth

The entire B2B sector experienced a considerable downturn in 2001 in new sales of marketplaces and procurement software as customers reigned in their software budgets across the board. However, it should be noted that PurchasePro did lead its primary competition in marketplace sales during the year with licenses sold to Accor, GovernmentFirst, Honeywell and Corporate Express. The company was not immune to the downturn and due to the lack of a deferred revenue base, the decline in sales that emerged in the sector in Q2 and Q3 became immediately apparent on PurchasePro's Income Statements.

PurchasePro did have the foresight to see a shift in the technology direction of the B2B sector to strategic sourcing, or reverse-auction technology, and as a result, acquired BayBuilder in April 2001. The integration of BayBuilder into PurchasePro and the release of the first product was made in July 2001. Based on the customer wins with e-Source, in which first sales emerged five months after release, and in quantity six months after release, this product follows the typical enterprise software sales cycle of six to nine months.

With e-Source, the company is tapping the following areas for sales and revenue generation:

* The license sale itself

* Hosting and maintenance fees of approximately 17% of the license amount on an annual basis

* Consulting and training of both the licensee (the purchasing organization) and their suppliers

* Supplier subscriber membership fees for the new suppliers added by the licensee

It is also noteworthy that PurchasePro introduced a pay-per-use subscription and ratable pricing models for e-Source licensees in which they pay a fee for each auction conducted as well as the opportunity for consulting and training revenue to support the event. This is a viable alternative for purchasing organizations that do not conduct enough e-Source events during the year to offset the larger single license subscription. The potential success of these new revenue models is bolstered by wins in the past month with Dal-Tile and Conectiv.

PurchasePro also carries a recurring revenue base of between $2.25M and $2.5M per quarter and is composed of supplier membership fees, advertising through the network, hosting and maintenance, and consulting and training. This recurring base has remained stable over the past two quarters independent of the decline in software sales and therefore supports the conclusion that this can be used in forward looking projections at the levels reported in past quarters. As noted previously in the discussion of e-Source, it is anticipated that the recurring base will grow throughout the year as new licensees are added.

Finally, it should be noted that when Mr Clemmer joined PurchasePro, that the company adopted a more conservative deferred revenue recognition practice. PurchasePro now recognizes approximately 20% of a license sale throughout the year. As more license sales are made the deferred revenue base will grow and contribute to a larger baseline of revenue which will smooth out the growth trajectory. The current deferred revenue base stands at approximately $0.5M per quarter.

While 2001 did represent a tough year for the traditional B2B software sales, the emergence of strategic sourcing, PurchasePro being an early participant in this portion of the B2B sector through the BayBuilder acquisition, and its demonstrated sales traction beginning in Q4 2001 with key customer wins such as Honeywell and Bayer, in total presents a company that has re-focused on the products and opportunities in the B2B space that will present the greatest growth going forward.

Cost Structure

In light of the significant downturn in software sales, PurchasePro did perform two reductions in force during 2001 to align the cost structure of the company with the emerging revenue and growth of the company. PurchasePro entered 2001 with a total headcount of approximately 600 employees. The first reduction came in July that brought the headcount down to 300. However, even this reduction was not enough to completely align the realities of the business and the cost structure and a second reduction came in October that concluded with a final headcount for PurchasePro of about 135 and a consolidation of office space and facilities into its technology center.

Although the reductions may appear on the surface to be Draconian, they have not affected the basic operations of the business as evidenced by the recent release of a major revision to E-source, version 7.5, in February and the sales that are emerging. There are indications from the company as well that they have recalled a few employees released in October as a result of the increased business activity and sales. PurchasePro is able to achieve the same level of support and service with the reduced staff and its software products lend themselves to deployment and roll out to new customers with minimal staff additions.

In total, the cost structure stated by Mr Clemmer being in the range of $5.5M to $6M per quarter is in line with the facilities now in use and the total headcount of the company. It has been validated with the company that the figure as noted is inclusive of all cash expenses which would be Cost of Sales and SG&A found on the Income Statement. As sales grow throughout the year it is anticipated that additional staff will be required but only a the rate of 3-4% per quarter resulting in a estimate of headcount to be approximately 155 by the end of 2002 and a cash cost structure between $6.25M and $6.75M per quarter.

The low cost structure of PurchasePro and its demonstrated ability to obtain new sales, deliver quality service and support to its customers, and continue to develop its product lines without delay is one of the major advantages and distinguishing traits of the company compared to its peers.

EBITDA Positive in Spring 2002 and Cash Flow positive in Fall 2002

In order to achieve EBITDA positive results during the Spring, the sales of the company's product lines in total with the recurring revenue base previously noted must be greater than the cash operating expenses. Therefore, with a cash expense structure of $5.5M to $6M per quarter, PurchasePro must achieve total revenue greater than $6M during the Spring to achieve EBITDA positive results. So far this year, PurchasePro has announced three new license sales of e-Source, one renewal, and two pay-per-use e-Source customers. With just these announced sales plus the recurring revenue and deferred revenue our financial model estimates the following for Q1 2002:



                       2002 Estimates
                          Q1          Q2        Q3        Q4
                        ------       -----     -----     -----
 License Revenue         $2.1M       $3.1M     $4.1M     $5.0M
 Recurring Revenue       $2.2M       $2.5M     $3.2M     $3.9M
 Deferred Revenue        $0.5M       $0.6M     $0.7M     $0.8M
                        ------       -----     -----     -----
 Total Revenue           $4.8M       $6.2M     $8.0M     $9.7M
                        ======       =====     =====     =====
 Cash Expenses          $5.75M       $6.0M     $6.2M     $6.5M
                        ------       -----     -----     -----
 EBITDA                -$0.95M       $0.2M     $1.8M     $3.2M
                        ======       =====     =====     =====
 CapEx/Other             $3.1M       $0.9M       $1M     $1.1M
                        ------       -----     -----     -----
 Cash Flow             -$4.05M      -$1.1M     $0.8M     $2.1M
                        ======       =====     =====     =====

Since the Spring period encompasses mostly Q2 2002 the Q1 estimates form the basis for the growth trajectory leading into Q2 to achieve EBITDA positive results. The deferred revenue and recurring revenue base will increase modestly Q-to-Q and the cash expenses will remain roughly the same.

The estimates for 2002 are also correlated with the comment made by Mr Clemmer that the company is already on track to 40% of its internal revenue target for 2002. It is assumed that this comment by Mr Clemmer would be in the context of the current license sales for Q1 plus the recurring revenue base at the static rate of $2.5M per quarter. Therefore, the 40% figure would be $2.1M in license sales so far plus four full quarters of recurring revenue. Applying the recurring revenue range of $2.25M to $2.5M per quarter would provide a spread used in Mr Clemmer's remarks of $11.1M to $12.1M. This range taken with it being 40% of its internal target would place the internal revenue target in the range of $27.75M to $30.25M. Our revenue model for the year projects 2002 sales of $28.7M which is at the low end of the implied range.

Finally, the comment made by Mr Clemmer that PurchasePro would be cash flow positive in the Fall of 2002 would mean PurchasePro to achieve total revenue of $8.0M for Q3, going into the Fall period. Due to the consolidation of facilities from the reduction in force announced in October 2001, it is anticipated that there will be additional cash related charges due to lease holder abandonments in Q1 2002 of approximately $2.4M. Beyond Q1 2002, the company should return to a more normal cash charge rate associated with capital expenditures, allowances for doubtful accounts receivables, and other non-operating cash expenditures. Utilizing these estimates, the Cash Flow Positive target should begin to be realized towards the end of Q3 and in full effect in Q4.

PurchasePro's lean cost structure, no debt load, and recent product introductions place it in a viable position to complete the turnaround financially by achieving EBITDA positive operating results followed by being Cash Flow positive in 2002.

Balance Sheet

The financing activity generated by PurchasePro over the past two months is significant but in light of the current depressed stock price is unprecedented in equity financing circles. As mentioned in the introductory remarks of this report, two key financing arrangements have been obtained:

* Equity facility with Fusion Capital in which PurchasePro can access up to $15M over the two year life of the agreement. If exercised, and at this time PurchasePro has not exercised the facility, Fusion Capital would purchase treasury stock from PurchasePro near the prevailing market rates.

* Private Equity Placement with several institutions that resulted in an immediate capital injection of $6M. The company issued 9,230,770 shares and 1,384,615 warrants priced at $1. This resulted in a net dilution of 14% assuming the warrants will be exercised.

The company exited Q3 2001 with $24M in cash, accounts receivables, and other current assets. There will be cash charges associated with the reduction in force announced in October as well as an overall operating loss in Q4 2001, that is in total estimated to use $7.5M in cash. There will also be cash charges that will be taken due to lease holder abandonment as PurchasePro consolidated their facilities into its technology center which is anticipated to use an additional $2.4M in cash and may be taken in the Q4 period or the Q1 2002 period as we have assumed.

The company has also been open that it is actively pursuing other accounts payable negotiations similar to the re-negotiation of the cash payments to AOL Netscape Netbusiness. It is unclear as to the exact amount of reduction in accounts payable as a result of this effort but the fruits should become apparent when the Q4 earnings are released.

With the immediate injection of $6M, the anticipated reduction in accounts payable through re-negotiation of past arrangements, and the reduction in quarterly cash expenses as previously discussed, this in total places PurchasePro in a reasonable position with their Balance Sheet under control.

Channel Checks

One gauge of the effectiveness and use of PurchasePro's products is it's own customer renewal rate. Over the past few months there have been renewals announced with Hilton, Best Western, Timken, and Corning to name a few. These renewals represent a cross section of the company's products with e-Procurement, e-Marketmaker, and e-Source. It is apparent from these renewals that large corporate customers continue to realize value from PurchasePro's products and that they are an integral part of their purchasing processes.



 Valuation
 3/5/2002 Closing Price:   $0.74
 52 Week Price Range:      $12.37 - $0.37
 12 month Price Target:    $4.50

 FYE: (Dec.)     2001E      2002E     2003E
                 -----      -----     -----
 Revenue (M)     $40.8      $28.7     $52.0
 Cash EPS:      ($1.23)     $0.00     $0.20

 Shares Outstanding:     83M
 Market Cap.:           $61M

It is during this time of year that considerable focus is applied by the investment community in forming the outlook for 2003 as the economy continues to recover. The trajectory made by the company in their targets for EBITDA positive and Cash Flow positive place revenue growth for 2002 at a rate of 100% year-over-year going into 2003. Due to the depressed level that sales reached in the latter half of 2001, this is understandable. However, looking out into 2003, we have chosen to adopt a more conservative year over year growth rate of 80% through 2003 as the business pulls off of its previous extremely depressed levels. This growth rate would place 2003 revenue estimates at $52M and positive cash flow of approximately $16.5M, or $0.20 per share. The 12 month price target of $4.50 would value PurchasePro at 22.5x free cash flow based on 2003 estimates.

The real leverage in valuing PurchasePro is its low cost structure in achieving high earnings quality and strong free cash flow. It is our opinion that the stock is currently trading at its current level for several reasons the most notable of which is that the price precludes most institutions from accumulating shares. However, it should be noted that in spite of this hurdle, Morgan Stanley Dean Witter increased their holdings in PurchasePro during Q4 2001 by 3.2M shares (to a total of 3.3M) and Lehman Brothers increased their position by 886k shares (to a total of 896k). In addition, both Mr Clemmer and Mr Donachie have made open market purchases of PurchasePro stock, which stands in stark contrast to the executives at its competitors that have been selling their respective company's stock at a steady pace.

While it is important at this stage in the turnaround to see the fundamentals realized in PurchasePro's earnings reports, an investor can see evidence of the turnaround now through these six items:

* Institutional interest through the equity financing arrangements made in the past two months

* Institutional interest through open market accumulation of shares

* Real sales activity in excess of its peers with wins such as Honeywell, Cummins, and Bayer

* Clear control of cash expenses and fiscal conservativeness

* Senior Executive accumulation of shares through personal purchases and stock based compensation

* Appointment of two veterans in the technology industry to the Board of Directors: James Schraith, senior advisor to Quantum Technology Ventures, and formerly chief executive officer of Snap Appliances, and W. Donald Bell, chairman and chief executive officer of Bell Microproducts (Nasdaq:BELM)

PurchasePro Clients

PurchasePro's clients are an impressive lists of companies in the Fortune 2000.



 Advanstar                           Harrah's Hotels
 Aladdin Resorts                     Hilton Hotels
 America West Arena                  Honeywell
 American Hotel Register             Host Communications, Inc.
 Arizona Diamondbacks                Lodestar Energy
 Bank One Ballpark                   Loews Hotels
 Bayer                               Mandalay Bay Resorts
 Best Western International          McCarran International
                                         Airport, Las Vegas
 Boyd Gaming                         MeriStar Management Company
 Building One Services               Magic Star Resorts
 Carnival Cruise Lines               MGM-Mirage Resorts
 City of Breckenridge, Colorado      M-Power Communications, Inc.
 City of Las Vegas, Nevada           National Association of
                                         Women Business Owners
 City of Phoenix, Arizona            National Black Chamber
                                         of Commerce
 Clark County, Nevada                National Minority Supplier
                                         Development Council
 Coast Resorts                       Office Depot
 Computer Associates                 Park Place Entertainment
 Conectiv                            Seaway Hotel Corporation
 Cummins Inc.                        Sprint
 Dal-Tile                            State of Nevada
 Dell Computers                      Summit County, Colorado
 Denver International Airport        The Breakers Hotel
 DigitalWork                         Tropicana Hotels
 Fidelity National Credit Services   University of Nevada at Reno
 Four Seasons Hotels                 University of Louisville, KY
 Gateway Computers                   VerticalNet

2001 Customer Wins

e-Procurement: China.com, Cisco, Future Media Productions, Garg Data International, Hewlett Packard, Homestore, Information Markets Corp., Insurezone, MENA Marketplace, Monster.com, Spherion, Travelocity, VIVA Magnetics, Yellowbrix, BizProLink, GovernmentFirst, LLC, ACCOR, Corporate Express

e-Source: Arvin Meritor , UNOCAL, Honeywell, Ecuity (GovernmentFirst)

Stratton-Warren: Dover Downs, Barona Casino, Kingsmill Resort, Delta Downs Racetrack, Pechanga Entertainment Center, Isle of Capri Lake Charles, Opryland Hotel, and Peppermill Casinos, Inc.

2002 Customer Wins (to date)

e-Source: Honeywell, Bayer, Dal-Tile (pay-per-use), Cummins, and Conectiv (pay-per-use)

Company Overview

PurchasePro.com (Nasdaq:PPRO) is an applications service provider (ASP) serving the business-to-business segment. The company licenses its software to companies seeking to have total control over their sales and purchase functions. PurchasePro also owns an Internet based `Global' marketplace that provides an efficient, low cost solution for businesses of all sizes to access e-commence over the Internet. Additionally the company develops and hosts private branded marketplaces.

PurchasePro reports there are approximately 300,000 businesses with the capability to access and use global and private branded marketplaces powered by PurchasePro. Based upon a previous deal with Time-Warner AOL's Netscape division this is a valid number. However the company has not released the number of these businesses that are fee-paying members of the PurchasePro network.

PurchasePro's predecessor company was incorporated in Nevada in 1996. In 1998 PurchasePro.com, Inc. was incorporated in Nevada and acquired all assets and assumed all liabilities of the predecessor company. In August of 1998, PurchasePro acquired our subsidiary company, Hospitality Purchasing Systems, Inc., dba ProPurchasing Systems ("PPS").

PurchasePro's initial product, PurchasePro version 1.0, enabled members to transact e-commerce in PurchasePro's global marketplace. The next release enabled members to transact business over the Internet. In the fall of 1998 PurchasePro released version 3.0 that enabled marketplaces. In February 1999 version 4.0 was released. This version allowed members the additional capability to build private branded marketplaces. In December of 1999 version 5.0 was released. This was the browser-based software that allowed members to access marketplaces, global and private branded, over the Internet.

In the beginning PurchasePro's revenues came from monthly membership fees paid for access to global and private branded marketplaces. In 1999 PurchasePro started charging clients an application service provider (ASP) fee for providing fully operational marketplaces hosted and maintained by PurchasePro. Also in 1999 the company started collecting transaction fees as well as advertising fees.

In May of 2000 PurchasePro introduced a suite of marketplace solutions targeted at enterprise class businesses and began licensing those software applications. During the fall of 2000 PurchasePro conducted negotiations for the purchase of Stratton Warren Software, Inc., a Georgia corporation that designs and markets software products for companies in the hospitality, gaming and resort sectors with materials management, purchasing, and inventory requirements. The acquisition of Stratton Warren was completed during the first quarter of FY 2001.

In March of 2001 PurchasePro signed an agreement for the purchase of Net Research, Inc. dba BayBuilder, a Florida corporation providing strategic sourcing technology Fortune 1000 companies. The acquisition of Net Research was completed on April 20, 2001. This acquisition provided the core assets of what is now the e-Source reverse auction application. Version 7.5 of the e-Source application was released in January of this year. In addition to the core reverse auction functions version 7.5 provides a complete solution for the procurement process. Included are enhanced RFI and FRQ management tools as well as support for nurtured competitive bidding, real-time negotiations and management of supplier relations.

Management Profiles (graphics in original)

Mr. Richard L. Clemmer, CEO

Mr. Clemmer joined PurchasePro in May of 2001 as the chief financial officer and vice-chairman of the board of directors after having served as the CFO of Quantum Technology. In June of 2001 he was named President and Chief Executive Officer, also retaining his position of vice-Chairman. Before Quantum, Mr Clemmer was the CFO for the semiconductor operations of Texas Instruments.

Mr. Clemmer has a BA from Texas Tech University and also an MBA from Southern Methodist University in Dallas.

Mr. Mark R. Donachie, CFO

Mr. Mark Donachie joined PurchasePro in September of 2001 as Chief Financial Officer.

In addition to his CFO responsibilities, Mr. Donachie will also manage the company's human resource and facilities functions. With his credentials in technology and software contracts he had an immediate influence on the restructuring plans.

Mr. Donachie has a bachelor's degree from Tulane University.

Mr. Chris Benyo

Mr. Chris Benyo prior to his employment by PurchasePro was a Director in BellSouth's consumer telephone group.

He brings 15 plus years of public relations, marketing and sales experience to the company.

Mr. Benyo holds a BA degree in Journalism from the University of Florida.

Mr. Matthew Yost

Mr. Matthew Yost came to PurchasePro after directing the banking team at Prudential Securities that handled PurchasePro's IPO offering in September of 1999.

Mr. Yost's responsibilities include identifying & negotiating acquisitions, mergers and strategic alliances.

Mr. Yost has a BA from the University of Pennsylvania as well as an MBA from Northwestern University.

(Photos provided courtesy of PurchasePro.com Investor Relations department Copyright 2001 PurchasePro.com -- All Rights Reserved)

The Board of Directors has also seen changes during the latter part of 2001. James Schraith, senior advisor to Quantum Technology Ventures, and formerly chief executive officer of Snap Appliances, and W. Donald Bell, chairman and chief executive officer of Bell Microproducts (Nasdaq:BELM), joined the Board in November 2001 replacing John G. Chiles and Michael D. O'Brien.

Disclaimers

No Warranties; Limitation of Liability.

This report includes information, documents and materials (collectively, the "Contents") that are subject to change without notice. The authors expressly disclaim any obligation to keep the Contents current or free of errors. This report (including all Contents) is provided "AS IS." Users of this report should understand that some or all of the Contents have been electronically converted from the media in which the originals were produced. The authors have not tested nor verified the accuracy or completeness of any conversion process.

The authors assume no responsibility for errors or omissions in the Contents. The authors disclaim any express or implied warranties related to the use of this report, including, without limitation, merchantability, suitability, non-infringement, or fitness for any particular purpose.

The authors shall not be liable for any errors contained in this report or for any damages whatsoever arising out of or related to the use of this report including, without limitation, direct, indirect, incidental, special, consequential or punitive damages, whether under a contract, tort or any other theory of liability.

No Offer or Solicitation Regarding Securities.

The authors do not intend to solicit and are not soliciting any action with respect to PurchasePro securities. Investors considering purchasing PurchasePro securities should consult their own financial and legal advisors for information about such securities, the risks and investment considerations arising from an investment in such securities, the appropriate tools to analyze such investment, and the suitability of such investment in each investor's particular circumstances.

Forward-looking Statements.

Certain statements made in this report are "forward-looking statements" relating to matters such as PurchasePro's anticipated financial performance, business prospects, future business plans, financial condition or other matters. The words "believes," "anticipates," "expects," and similar expressions generally identify forward-looking statements. Forward-looking statements reflect the authors' expectations based on various assumptions and the authors' estimates of trends & economic factors in the markets in which PurchasePro is active, as well as PurchasePro's business plans. As such, forward-looking statements are subject to risks and uncertainties, and PurchasePro's actual results may differ (possibly significantly) from those indicated in such statements.

Reservation of Rights.

All the Contents are the property of authors. The authors do not waive any of their proprietary rights, including, but not limited to, copyrights, trademarks and other intellectual property rights. This report and the Contents are intended only for individual, non-commercial use. No user of this report may resell, republish, print, download, copy, retransmit or display (by use of an HTML "frame" or otherwise) any portion of this report or its Contents without the prior written consent of the authors, except that reasonable copying or printing of the Contents for individual, non-commercial use is permissible where permitted by law. U.S. and international copyright laws, both as individual works and as a compilation, protect this report and its Contents.

PurchasePro is a service mark of PurchasePro.com Inc. All other trademarks or registered trademarks are the property of their respective owners. CREATED BY VALUE STOCKS WORKING GROUP (c) ZSA, LLC 2002 - ALL RIGHTS RESERVED



            

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