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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------

                                  FORM 10-KSB

                    ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

                       COMMISSION FILE NUMBER: 000-21729

                              THE VIALINK COMPANY
                (Name of Registrant as Specified in its Charter)

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<S>                                            <C>
                   DELAWARE                                      73-1247666
       (State or other jurisdiction of                        (I.R.S. Employer
        incorporation or organization)                      Identification No.)

          13155 NOEL ROAD, SUITE 700
                DALLAS, TEXAS                                      75240
   (Address of principal executive offices)                      (Zip Code)
</Table>

                                 (972) 934-5500
                (Issuer's telephone number, including area code)

         SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT:

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<Caption>
             TITLE OF EACH CLASS                 NAME OF EACH EXCHANGE ON WHICH REGISTERED
             -------------------                 -----------------------------------------
<S>                                            <C>
                     None                                           N/A
</Table>

         SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:
                         COMMON STOCK, $.001 PAR VALUE
                                (Title of Class)

     Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 past 90 days.  Yes [X]  No [ ]

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will 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-KSB
or any amendment to this Form 10-KSB.  [X]

     The issuer's revenues for the fiscal year ending December 31, 2001 were
$3,452,492.

     As of March 29, 2002, the aggregate market value of the voting common stock
of the registrant held by non-affiliates of the registrant (affiliates for these
purposes being Registrant's directors, executive officers and holders of more
than 5% of Registrant's common stock on such date) computed by reference to the
price at which the common equity was sold, or the average bid and asked price of
such common equity on that date was $10.4 million. As of March 29, 2002, the
issuer had 77,225,483 outstanding shares of Common Stock.

     Transitional Small Business Disclosure Format:  Yes [ ]  No [X]

                      DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the Proxy Statement for issuer's 2001 Annual Meeting of
Shareholders are incorporated by reference into Part III of this Annual Report
on Form 10-KSB.
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                                     PART I

ITEM 1.  BUSINESS

                                    BUSINESS

     We provide subscription-based, business-to-business electronic commerce
services that enable food industry participants to efficiently manage their
highly complex supply chain information. Our core service, syncLink(R), allows
manufacturers, wholesalers, distributors, sales agencies (such as food brokers)
retailers and foodservice operators to communicate and synchronize item, price
and promotion information in a more cost-effective and accessible way than has
been possible using traditional electronic and paper-based methods. Our
additional services, which are all built on the syncLink foundation, include
distribuLink(SM) for chain pricing data and the viaLink Partner Package, our
advanced e-business practices product suite.

     We were originally formed in 1985 as Applied Intelligence Group, an
Oklahoma Corporation. In 1998, we changed our name to The viaLink Company. In
1999, we reorganized as a Delaware Corporation.

INDUSTRY BACKGROUND

  THE CONSUMER PACKAGED GOODS, GROCERY AND FOODSERVICE INDUSTRIES

     The consumer packaged goods (CPG), grocery and foodservice industries in
the U.S. manufacture and distribute a wide variety of prepackaged items
primarily sold in supermarkets, convenience stores, small grocery stores, mass
merchandisers, warehouse clubs, chain drugstores and foodservice operators such
as restaurants, hotels and caterers. The movement of merchandise from
manufacturer to retailer or operator is characterized by various multi-tiered
distribution methods, such as direct-to-store deliveries and intermediate
deliveries through wholesalers, distributors and retailer warehouses. This
distribution structure is commonly referred to as the "supply chain." The CPG
and grocery industries are very large and highly fragmented.

     According to the U.S. Census Bureau, the U.S. CPG, grocery and foodservice
markets represented $1.2 trillion in annual sales (1997 Retail Trade Survey, new
statistics due May 2002) generated by 300,000 retail locations and 740,000
foodservice operators. These retail locations and foodservice operators are
supplied by over 20,000 manufacturers and over 50,000 wholesalers, distributors
and brokers. We believe we offer the only deployed Internet-based, synchronized
item, price and promotion information service to this $1.2 trillion U.S. market.
The global CPG, grocery and foodservice market represents an even larger
opportunity for the Company.

     Significant item-specific variations and complexities characterize the CPG
and grocery industries. A typical supermarket has an average of 40,000 items in
inventory, supplied by up to 5,000 separate suppliers. A large format
supermarket, or supercenter, can have over 100,000 items in inventory. A
convenience store has an average of 2,800 items in inventory, supplied by up to
300 suppliers. According to Information Resources, between 25,000 to 30,000 new
products are introduced in the CPG and grocery industries each year.

     Items, prices and promotions are unique to each trading partner
relationship within the supply chain, and different products can be authorized
for sale at the specific store level. Product assortment, pricing and promotion
can vary by geography, store size, or other demographics. Furthermore, item
price and promotion changes that frequently occur at every level of the supply
chain can be very complex and time consuming. Prices can change as frequently as
daily or weekly for certain products.

     The significant industry fragmentation, complex and frequently changing
item, price and promotion information, non-standardized data, and disparate
industry technology systems provide a tremendous opportunity for us to prosper
as a shared information intermediary and global utility. We provide our
customers with an independent, secure database of record for item, price and
promotion information. Our

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services can be used to provide a neutral source of data to resolve disputes
about prices, products and promotions between trading partners.

  LACK OF INFORMATION SYNCHRONIZATION IN THE CPG, GROCERY AND FOODSERVICE
  INDUSTRIES

     The CPG, grocery and foodservice industries' supply chain has experienced
low electronic commerce penetration and continues to be characterized by
significant data complexity, manually intensive business processes, and high
purchase order and invoice error rates.

     One of the most significant challenges facing a retailer is the maintenance
of its "pricebook." The pricebook typically contains descriptions of each item
in a store's inventory, including the supplier's and retailer's product code,
item specifications (packaging and selling unit information), Universal Product
Code (UPC), purchase cost, retail sales price and any discounts to be received
from the item supplier. The large number of items, variability of pricing, lack
of reliable information exchanged between trading partners and the traditional
practice of manual updating make pricebook maintenance extremely difficult and
error prone. Larger supply chain participants have attempted to bridge the
information gap by using the traditional electronic data interchange (EDI)
model. EDI technology has been available for many years; however, many suppliers
and retailers have found this approach to be cost prohibitive and
technologically difficult to implement. Additionally, each trading partner
connection requires a separate EDI arrangement, which multiplies the time,
expense and complexity involved. With viaLink, there is a single connection to a
shared "database of record" from which trading partners may access agreed upon
item, price and promotion information.

     The existing relationships within the foodservice supply chain makes for an
even more compelling case for synchronization. Unlike the CPG channel where
large manufacturers deliver directly to most large retailers, the foodservice
industry almost always adds a distributor/wholesaler between manufacturers and
operators. This adds a third level of complexity to most item and price
sensitive transactions and increases the number of opportunities for errors
(once in the manufacturer to distributor transaction, and again in the
distributor to operator transaction). A lack of suitable technology has
heretofor limited the use of promotions within the foodservice industry. As a
result, the industry has historically embraced the use of rebates as a means of
providing pricing discounts to operators as they have been the only effective
means of tracking end-user sales. We believe that our synchronized database
would change this situation, and also help to minimize undetected product
substitutions which is a characteristic of the foodservice supply chain largely
unshared by CPG. Because most large manufacturers sell to both CPG/Retail and
foodservice operators, the benefits of synchronization can be applied to
multiple supply chains.

  QUANTIFYING THE MAGNITUDE OF THE INFORMATION PROBLEM IN THE U.S.

     Unsynchronized product, price and promotion data and ineffective
communication between retailers and suppliers represent a major portion of the
estimated inefficiency in the industries' sales. A Joint Industry Study on
Efficient Consumer Response concluded that non-productive costs related to
promotion administration, buying and selling processes, deductions and other
clerical and administrative areas amounted to 3.4% of sales. This translates to
over $30 billion in potential supply chain inefficiencies in the U.S. CPG and
grocery industries alone. The study also concluded that item, price and
promotion information synchronization is essential to achieve the benefits of a
paperless system.

     Due to the limited number of available alternatives, many suppliers and
retailers continue to employ paper-based, manual communications to manage their
supply chain information, resulting in operational inefficiencies and
administrative errors. Invoice errors and discrepancies also cause significant
administrative inefficiencies for both suppliers and retailers attempting to
research and reconcile the source of the error. A 1999 Grocery Manufacturers of
America (GMA) study found that an estimated 60% of all invoices in the CPG
industry have errors and approximately 60% of the errors are due to price and
promotion issues. In addition, approximately 35% of all invoices result in the
retailer taking deductions for errors and discrepancies in invoices from
suppliers. These deductions represent an estimated 8% of annual

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invoice sales from suppliers. The ECR study put the administrative cost to
resolve invoice errors at $40 per error and noted it can reach up to $236 per
error.

     Applying $40 per invoice error to the 55 CPG companies that participated in
the study translates to approximately $4 billion per year in non-productive
administrative costs for these companies to process invoice errors. This
estimate assumes the average of 3 million invoices produced per year by each of
the 55 CPG companies with the estimated invoice error rate of 60%, resulting in
approximately 99 million invoices annually. This estimate increases considerably
when you extrapolate these figures across our target market of 20,000
manufacturers and 50,000 wholesalers & distributors in the U.S. CPG and grocery
industries, as well as international companies.

     We believe that our services also provide a compelling value proposition to
the $367 billion U.S. foodservice industry. According to a recent joint study
conducted under the auspices of the International Food Manufacturers Association
and the International Food Distributors Association entitled "Enabling
Profitable Growth in the Food-Prepared-Away-from-Home Industries: Efficient
Foodservice Response (or "EFR")," invoice accuracy and deductions are also a
major problem for the foodservice industry. Of the 241 million foodservice
orders generated annually, approximately 80% are placed manually. The complexity
of the supply chain presents an error-prone order scenario that is virtually
tailor-made for viaLink's syncLink service, with an estimated 63% of all invoice
errors due to item, price and promotion mistakes. Indeed the structure of the
foodservice industry itself (which places distributors as the intermediary
between foodservice operators and manufacturers) provides for even greater risk
of item, price and promotion errors as compared to CPG.

     According to the EFR study, potential savings from e-commerce in the
foodservice industry are estimated at $6.6 billion annually, with a significant
portion attributed to item, price and promotion synchronization. Our syncLink
service is targeted directly at this annual savings opportunity and provides for
an additional level of potential "connection points" as compared to CPG due to
the prevalence of distributors and brokers in the foodservice industry.

  COST SAVINGS AND BENEFITS OF SYNCHRONIZATION IN THE CPG AND GROCERY INDUSTRIES

     According to the 2000 GMA study, in which we served as the intermediary
information service provider, the economic benefit of supplier synchronization
ranged from $4,100 to $20,600 per year for a 100-store chain, while for a
100-store retailer synchronization savings ranged from $4,700 to $10,300 per
year per supplier. The following sections highlight the financial advantages or
net annual savings that may be realized from utilizing viaLink's services which
enables a rapid payback opportunity to its retailer and supplier customers.

     The 2000 GMA study also found that invoice deductions were reduced by 69%
during the pilot time period. This improvement was driven by a 59% reduction in
cost mismatches/discrepancies and a 100% elimination of item
mismatches/discrepancies. In addition, the time spent resolving item and price
discrepancies that did occur was reduced by half with even greater reductions
for suppliers and retailers with more items, promotions and store-level
complexities.

  SCAN BASED TRADING

     The traditional business-to-business trading environment in the CPG,
grocery and foodservice industries is delivery-based (i.e., the point of
transaction is the supplier's point-of-delivery to the retailer). Scan based
trading (SBT) is a next generation supply chain management process that uses
point-of-sale (POS) data to drive settlement, replenishment and promotion. Scan
based trading builds upon synchronization to align supply and demand at the
point of sale.

     In order to gain broad market acceptance, SBT requires reliable,
synchronized exchange of item, price and promotion information and a shared
control system for managing delivery information, retail sales data, inventories
and shrink reporting. Our syncLink service provides the necessary
synchronization and viaLink's sbtLink service provides the third party control
system necessary to effectively manage SBT

                                        3
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processes. SBT represents a change from current business practices and has broad
benefits for both suppliers and retailers. The long-term benefits to suppliers
conducting SBT through our sbtLink service are the competitive advantage gained
through better negotiation for shelf space and the increased cash flow resulting
from improved asset management. The immediate benefits to suppliers include:

     - increased route productivity through use of off-peak delivery hours;

     - increased route selling opportunities through elimination of backroom
       waiting time and check-in time;

     - improved asset utilization due to the widening of delivery windows; and

     - inexpensive access to product information by product, by pricing zone,
       and by deal.

     For retailers, the long-term benefit of conducting SBT through our sbtLink
service is the competitive advantage gained through better customer satisfaction
and loyalty resulting from accurate stocking and pricing of items. The immediate
benefits to retailers include:

     - elimination of back room check-in;

     - increased productivity through re-deploying personnel normally involved
       in back room check-in;

     - improved shrink control;

     - reductions in stock-out occurrences;

     - reduction in inventory investment; and

     - improved assortment.

     According to the 2000 GMA pilot study, the benefits and key findings of
conducting SBT using our syncLink and sbtLink services as follows:

     - 3% to 4% increased sales growth;

     - shrink levels of 0.3%; and

     - error-free invoicing and payment -- no deductions throughout the pilot
       period.

     The pilot study concluded that SBT processes are enhanced by using a single
intermediary, such as us, serving both trading partners because the intermediary
bridges the technical gap between trading partners, allows smaller companies to
participate in advanced electronic commerce practices that would otherwise be
unattainable, and provides accurate and timely reporting that increases
accountability and speed of action among trading partners.

OUR SOLUTION

     We provide subscription-based, business-to-business electronic commerce
solutions designed specifically to address the complexities and inefficiencies
of the supply chain in the CPG, grocery and foodservice industries. We transform
today's point-to-point model to a single point (i.e. a centralized information
hub).

     Our solution is architected to operate across disparate technology
platforms and item coding standards and can be implemented and deployed rapidly.
Instead of making multiple connections to reach many trading partners, customers
make only a single connection, using a wide range of technologies, including
standard Internet browsers, e-mail, highly sophisticated proprietary network
infrastructures, standard EDI formats or Extensible Markup Language (XML), an
emerging standard for the exchange of data over the Internet.

     Our solution provides suppliers and retailers with the following benefits:

     - reduced invoice discrepancies through synchronization of trading
       information, thereby reducing write-offs and administrative costs
       associated with them;

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     - reduced manual data entry and pricebook maintenance, thereby increasing
       overall administrative efficiency;

     - increased sales force productivity resulting from decreased time spent
       resolving errors and disputes and increased time actually selling;

     - enhanced promotion effectiveness and ability to facilitate more efficient
       new product introductions due to greater trading information visibility;
       and

     - improved delivery and store receiving process.

     We offer an entire suite of value-added supply chain electronic commerce
services for the CPG, grocery and foodservice industries. Our solution is
composed of data synchronization (syncLink); chain pricing (distribuLink); and
the viaLink Partner Package, our advanced e-business practices product suite.

  SYNCLINK -- DATA SYNCHRONIZATION

     Our core service, syncLink, is a synchronized, central information hub that
offers manufacturers, distributors, wholesalers, foodservice operators and
retailers one shared source for product specifications, price, and promotions,
including new product introductions, authorizations, and de-authorizations
unique to their trading relationships. The syncLink service replaces the
multiple connections among retailers, operators and suppliers with a single
electronic connection to a shared database. syncLink provides customers with a
cost-effective, reliable, scaleable, accurate and secure way to communicate and
synchronize trading information. The syncLink database forms the foundation for
the Company's other electronic services.

  DISTRIBULINK -- CHAIN PRICING

     distribuLink, a reporting service using syncLink data, allows authorized
manufacturers, wholesalers, distributors and retailers to share item, price and
promotion information. distribuLink provides item and pricing information
visibility though each level of multi-tiered distribution channels. For example,
a manufacturer may not have information on the prices and promotions offered by
its independently-owned distributors. By implementing syncLink and distribuLink
services at each of its distributors, a manufacturer is able to view prices and
promotions offered on its products by its distributors to specific retailers.

  VIALINK PARTNER PACKAGE

     viaLink Partner Package is a product suite that enables its customers to
conduct a variety of advanced e-business practices for demand planning and
creation, order and promotion management, and procurement. The viaLink Partner
Package is built upon syncLink and consists of four services, all of which are
built on the data-of-record shared by a trading partnership in syncLink.
Customers can choose any and all services included in the suite. The services
include:

     - clearLink(SM) -- Provides timely retail sales and wholesale warehouse
       movement information to manufacturers and suppliers using data within
       syncLink.

     - promoLink(SM) -- Permits trading partners to promote products at the
       point-of-sale and keep track of promotion dollars in near-real time.

     - viaLink honor check-in -- Enables trading partners to eliminate back-room
       check-in with tools to ensure that inventory and shrink are kept in
       control.

     - sbtLink(SM) -- Gives trading partners the shared control system necessary
       to conduct scan-based trading.

     We believe that the benefits of our solution will attract leading national
and regional retailers and suppliers to our network of CPG and grocery industry
participants. We also believe that the addition of these retailers and suppliers
will create a network effect that increases the value of our viaLink solution to
subscribers.
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STRATEGY

     Our objective is to become the industry-accepted electronic commerce
utility for synchronizing item, price and promotion information for the food
industry. We plan to accomplish this by implementing the following strategies:

  TARGET LEADING RETAILERS AND SUPPLIERS TO CREATE A NETWORK EFFECT

     We intend to create a network effect by targeting leading national and
regional retailers and suppliers and providing the services necessary to create
efficiencies for these key participants. We believe the adoption of our services
by these companies will be an important endorsement for the rest of the CPG,
grocery and foodservice industries. As a result of this network effect, we
believe the value of our services to our subscribers will increase with the
addition of new trading partners, thereby increasing the overall value of our
solution.

  BUILD ON FIRST MOVER ADVANTAGE AND INCREASE BRAND AWARENESS

     We believe our position as the first company to offer a synchronized,
secure, shared database containing item, price and promotion information
provides us with a first mover advantage to attract a critical mass of retailers
and suppliers. To increase the number of retailers and suppliers that use our
services, we intend to rapidly build awareness of our services by developing a
compelling brand and value proposition. Our plans include:

     - Expanding the size and capabilities of our internal sales force;

     - Working with existing customers to connect new suppliers and retailers;

     - Advertising in industry and business media;

     - Participating in industry trade shows and conferences; and

     - Working with industry trade associations to provide broad industry
       influence.

  EXPAND SERVICE OFFERINGS

     Given the significant complexities and inefficiencies prevalent in the CPG,
grocery and foodservice supply chains, we expect suppliers and retailers will
demand more advanced supply chain services that assist them in tracking sales,
forecasting demand, replenishing inventory and managing transactions based on
point-of-sale data. syncLink, the foundation of our solution, allows us to
develop and deploy other value-added services. We will continue to invest
resources to develop complementary services that leverage the syncLink database
and create efficiencies for our subscribers.

  ENTER NEW MARKETS

     During 2000, we began our expansion internationally and the extension of
our solution to other industries outside of the CPG and grocery industries.
During 2000 we established a global presence by opening sales offices in Hong
Kong and Australia, however we subsequently discontinued these international
operations as part of our cost reduction measures taken during 2001. We
currently do not expect to pursue any expansion opportunities unless such
expansion is funded or facilitated by future strategic relationships or alliance
partners.

TECHNOLOGY PLATFORM

     Our technology platform is reliable, secure and readily accessible based on
open architectures and industry standard technologies. The platform utilizes
Oracle relational database technology and applications built with the Smalltalk
object-oriented programming and development language. Smalltalk is a portable
development and operational environment, well suited to manage mission-critical
business applications. We

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allow users to access the system using virtually any technology, from an
Internet browser to sophisticated EDI, including an XML based interface.

     Access to our services is provided through the Internet, as well as other
methods of electronic communication. In order to maintain the security of its
database, users do not have direct access to the underlying data stored in the
Oracle databases. Users connect to application programs, which interpret the
requests for service, then connect to the Oracle databases for access to the
underlying data.

     Our production operations are housed and hosted in Hewlett-Packard's secure
facility in Atlanta, Georgia. This facility is secured through a variety of
technical and physical protection mechanisms, including full-time professional
security staff. The facility provides redundant infrastructure such as backup
utilities and communication lines to support a high availability operation. The
Hewlett-Packard servers hosting our services include fail-over capability, with
redundant data storage and communications resources.

SALES AND MARKETING

     We employ a multi-tiered sales and marketing strategy consisting of direct
sales force personnel and indirect partnerships and alliances, to penetrate and
influence potential customers. Currently, our Sales and Marketing team consists
of 15 full-time employees, including 9 sales professionals. Senior executives,
particularly on larger key accounts, are also actively involved in the sales
process.

     The sales and marketing team is responsible for generating sales leads,
following-up on customer referrals, signing contracts with new customers and
providing input into the Company's services and product development based on
customer feedback and market data. We generate sales leads through trade
advertising, customer referrals, public relations, trade shows and strategic
relationships. We also utilize a variety of other consulting and contractor
relationships with industry experts and opinion leaders to help develop and
promote viaLink's services.

     Our strategy is to create a network effect by targeting leading national
and regional retailers and suppliers and providing the services necessary to
create efficiencies for all participants. As a result of this network effect,
the value to each participant using our services increases with the addition of
each new participant, increasing the overall value of the our solution. Our
marketing strategy is focused on increasing the awareness of the our brand and
services, educating our target market on the benefits of B2B e-commerce, and
positioning our services as the cornerstone of CPG, grocery and foodservice
e-business activities. To increase the awareness of us and our services, at the
beginning of 2000 we launched a new marketing campaign, including new logo,
advertising, customer newsletter, web site, sales collateral, and trade show
presence.

     An important component of this strategy is to work with emerging B2B
trading exchanges in the CPG, grocery and foodservice industries. For example,
the Company has entered into agreements which provide for, among other things,
important endorsements from the WorldWide Retail Exchange (WRE) and UCCnet.

CUSTOMERS

     We currently have more than 800 customers. A majority of our existing
customer base is small suppliers and retailers; however we have recently added
several large multi-national suppliers and retailers. Currently, we are
targeting large national and regional customers and we believe that we have made
inroads with respect to retailer and supplier adoption of our service offering.
We expect to add several more industry leaders to our customer list which
already includes: Bestfoods Baking, Coors Brewing Company, Dean Foods,
Earthgrains, ExxonMobil, Frito-Lay, IBC, Keebler, Kimberly-Clark, Kraft Foods,
Meijer Stores, Pepsi, Safeway, Schnucks, Target Stores, Winn Dixie Stores, Inc.,
Whitehall-Robbins and Wise Foods.

     Three customers individually accounted for 27%, 14% and 12% of our total
revenues in 1999; 18%, 13% and 11% of our total revenues in 2000; and 9%, 9% and
5% of our total revenues in 2001. Likewise,
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approximately 70%, 60% and 33% of our total revenues were attributable to five
clients in 1999, 2000 and 2001, respectively.

PRODUCT DEVELOPMENT AND ENHANCEMENT

     We initially introduced syncLink in 1997 and intend to continue to make
significant investments in product development and enhancements to improve and
extend our services, including enhancements to our viaLink Partner Package. Our
plans also include a wide deployment of XML to enable third-party technology
providers, including our "viaLink ready Program" members, to accelerate the
adoption of our services by the industry.

     Growth of our services will require that we continue to invest in our
hardware platform, including additional servers, enterprise storage systems and
additional backup and recovery capabilities. We also expect to deploy our
services across multiple data centers to accommodate expansion into
international markets.

     In addition to internal product development and enhancement efforts, we
intend to seek acquisitions of complementary businesses, products and
technologies, or enter into joint venture or license agreements to broaden our
service offerings and provide more comprehensive solutions to the CPG and
grocery supply chain.

     Currently, the dynamic nature of the information technology industry places
significant research and development demands on businesses that desire to remain
competitive. Our future success, particularly our ability to achieve widespread
market adoption, depends on the success of our product development and
enhancement efforts in a timely manner. There are a number of risks and
challenges involved in the development of new features and technologies which,
if not successfully addressed, would harm our business.

     As of December 31, 2001, our product development, technical support and
operations staff consisted of 23 full-time employees. Our product development
expenses were $2.8 million in 1999, $6.3 million in 2000 and $4.6 million in
2001. We believe that significant investments in product development and
enhancement will be required to remain competitive.

PROPRIETARY RIGHTS

     Our success and ability to compete are dependent upon our ability to
develop and maintain the proprietary aspects of our technology and operate
without infringing on the proprietary rights of others. We rely primarily on a
combination of copyright, trademark and trade secret laws, confidentiality
procedures and contractual provisions to protect our proprietary rights.
However, we currently have an application for a patent pending for the sbtLink
portion of our viaLink Partner Package suite of services. Because the software
development industry is characterized by rapid technological change, we believe
that factors such as the technological and creative skills of our personnel, new
product developments, frequent product enhancements, name recognition and
reliable product maintenance are very important to establishing and maintaining
a technology leadership position in addition to the various legal protections
available for our technology.

     We also require employee and third-party non-disclosure and confidentiality
agreements. We seek to protect our software, documentation and other written
materials under trade secret and copyright laws, which afford only limited
protection. We cannot be certain that others will not develop technologies that
are similar or superior to our technology or design around the copyrights and
trade secrets owned by us. We believe, however, that these measures afford only
limited protection. Despite these precautions, it may be possible for
unauthorized parties to copy portions of our software products, reverse
engineer, or obtain and use information that we regard as proprietary.

     Although we are not aware of any claims that we are infringing any
proprietary rights of third parties, there can be no assurance that third
parties will not claim infringement by us in the future. We expect that software
product developers will increasingly be subject to infringement claims as the
number of
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<PAGE>

products and competitors in our industry segment grows and the functionality of
products in different industry segments overlaps. Any infringement claims
against us, with or without merit, could be time consuming to defend, result in
costly litigation, divert management's attention and resources, cause product
shipment delays or require us to enter into royalty or licensing agreements. In
the event of a successful claim of product infringement against us, should we
fail or be unable to either license the infringed or similar technology or
develop alternative technology on a timely basis, our business, operating
results and financial condition could be materially adversely affected.

     We rely upon software that we license from third parties, including
software that is integrated with our internally developed software and is used
in our products to perform key functions. There can be no assurance that these
third-party software licenses will continue to be available to us on
commercially reasonable terms. The loss of or inability to maintain any such
software licenses could result in shipment delays or reductions until equivalent
software could be developed, identified, licensed and integrated and could
materially adversely affect our business, operating results and financial
condition.

COMPETITION

     The business-to-business electronic commerce environment in which we
operate is still evolving and subject to rapid change. Currently, we compete
principally on the basis of the specialized nature and uniqueness of our
services. We believe the in-depth industry knowledge embedded in the
functionality of our services, our cost-effective subscription pricing, and the
accessibility of our services to all potential customers in the industry are
competitive advantages for us. Additionally, we believe we have the only
Internet-based electronic commerce solution in production today for
synchronization of item, price and promotion information for the CPG and grocery
industries.

     Currently, we do not know of any direct competition for our electronic
commerce services. However, we believe direct competition for our services will
develop and increase in the future. Direct competition could develop from
several potential sources, including:

     - Large, enterprise-wide software vendors, developers and integrators such
       as EDS, i2 Technologies, IBM, Manugistics, Oracle and SAP;

     - EDI providers such as GEIS and Sterling Commerce;

     - Large business-to-business electronic commerce exchange vendors such as
       Ariba, CommerceOne and VerticalNet;

     - Other database vendors such as A.C. Nielsen, Information Resources and
       QRS;

     - Industry-led initiatives such as UCCnet;

     - Consulting firms such as Accenture, Cap Gemini Ernst & Young, Deloitte &
       Touche, KPMG Consulting and PricewaterhouseCoopers; and

     - Existing industry participants who may attempt to deploy their
       proprietary systems as industry solutions.

     These large potential competitors, if successful, may provide functionality
similar to our services. Many of our potential competitors have substantially
greater resources than we do. Any failure by us to achieve rapid market
penetration or to successfully address the risks posed by expected competition
would have a material adverse effect on our business, financial condition and
operating results.

EMPLOYEES

     As of December 31, 2001, we had 68 full-time employees, 15 were employed in
sales and marketing, 23 were employed in technical development, technical
support and operations, 21 were employed in implementation, customer support and
service and 9 were employed in human resources, administration, legal, finance
and accounting. None of our employees are represented by a labor union. We have
not experienced any work stoppages and consider our relations with our employees
to be good.
                                        9
<PAGE>

               ADDITIONAL FACTORS THAT MAY AFFECT FUTURE RESULTS

     You should carefully consider these factors that may affect future results,
together with all of the other information included in this Form 10-KSB, in
evaluating our business. The risks and uncertainties described below are those
that we currently believe may materially affect us. Additional risks and
uncertainties that we are unaware of or that we currently deem immaterial also
may become important factors that affect us.

     Keep these risks in mind when you read "forward-looking" statements
elsewhere in this Form 10-KSB. These are statements that relate to our
expectations for future events and time periods. Generally, the words
"anticipate," "expect," "intend," and similar expressions identify
forward-looking statements. Forward-looking statements involve risks and
uncertainties, and future events and circumstances could differ significantly
from those anticipated in the forward-looking statements. Please see "Special
Cautionary Note Regarding Forward-Looking Statements" below in this Item 1.

WE MAY BE UNABLE TO OBTAIN THE ADDITIONAL CAPITAL REQUIRED TO SUSTAIN AND GROW
OUR BUSINESS

     We intend to continue our investment in and development of our services and
technology and expansion into other industries. We have incurred operating
losses and negative cash flow in the past and expect to incur operating losses
and negative cash flow in the future. Our ability to fund our planned working
capital and capital expenditures will depend largely upon our ability to obtain
sufficient capital. Our future capital requirements will depend on a number of
factors, including our:

     - Services achieving market acceptance;

     - Services producing a sustainable revenue stream;

     - Working capital requirements; and

     - Level of our investment in and development of our services and
       technology.

     We may not be able to obtain the additional capital resources necessary to
satisfy our cash requirements or to implement our growth strategy successfully.
If we obtain additional capital, we cannot be certain that it will be on
favorable terms. If we cannot obtain adequate additional capital resources, we
will be forced to curtail our planned business expansion, sell or merge our
business, or commence bankruptcy proceedings. We may also be unable to fund our
ongoing operations, including investment in and development of our services and
technology, expansion of our sales and marketing activities.

WE HAVE ISSUED OR RESERVED SUBSTANTIALLY ALL OF OUR COMMON STOCK AUTHORIZED BY
OUR STOCKHOLDERS, AND IF WE DO NOT OBTAIN STOCKHOLDER AUTHORIZATION TO ISSUE
ADDITIONAL STOCK WE MAY BE PREVENTED FROM RAISING ADDITIONAL WORKING CAPITAL.

     We currently have 150 million shares of common stock authorized for
issuance by our stockholders. As of March 25, 2002, we have either issued or
reserved nearly all of it for (a) future conversion of issued preferred stock
and (b) exercises of issued warrants and stock options. For the last 24 months
we have obtained working capital primarily from the sale and issuance of common
stock or warrants. If the stockholders at the June 4, 2002, annual meeting of
stockholders of the Company do not authorize additional shares of common stock
for sale and issuance by us, this historical source of working capital will no
longer be available to us.

IF OUR VIALINK SERVICES FAIL TO GAIN MARKET ACCEPTANCE, OUR BUSINESS WILL BE
MATERIALLY ADVERSELY AFFECTED.

     We will derive virtually all of our revenues for the foreseeable future
from implementation fees and subscription revenues from our viaLink services. We
are just beginning to generate a significant amount of revenues from these
services.

                                        10
<PAGE>

A NUMBER OF FACTORS WILL DETERMINE WHETHER OUR SERVICES ACHIEVE MARKET
ACCEPTANCE, INCLUDING:

     - Performance and functionality of our services;

     - Ease of adoption;

     - Satisfaction of our initial subscribers; and

     - Success of our marketing efforts.

     The market for business-to-business electronic commerce services is
evolving rapidly. As the market evolves, customers, including our current
customers, may not choose our services. As a result, we cannot predict when our
services will achieve market acceptance, if ever. Any significant failure in the
operations of our application could adversely affect market acceptance. If our
services do not achieve market acceptance, or if market acceptance develops more
slowly than expected, our business, operating results and financial condition
will be seriously damaged.

OUR SUCCESS IS DEPENDENT UPON A CRITICAL MASS OF LARGE NATIONAL RETAILERS AND
SUPPLIERS SUBSCRIBING TO OUR SERVICES.

     Our success depends on a significant number of large retailers subscribing
to and using our services and linking with manufacturers, wholesalers and
distributors over the Internet through syncLink. We cannot predict if, or when,
a significant number of manufacturers, suppliers and retailers will subscribe to
our services. To encourage purchasers to subscribe to and use our services, we
must offer a broad range of product, price and promotion information from a
large number of suppliers through our syncLink service. However, to attract
suppliers to subscribe to syncLink, we must increase the number of retailers who
use our services. If we are unable to quickly build a critical mass of retailers
and suppliers, we will not be able to benefit from a network effect where the
value of our services to each subscriber significantly increases with the
addition of each new subscriber. Our inability to achieve this network effect
would reduce the overall value of our services to retailers and suppliers and,
consequently, would harm our business.

OUR SALES CYCLE CAUSES UNPREDICTABLE VARIATIONS IN OUR OPERATING RESULTS WHICH
COULD CAUSE OUR STOCK PRICE TO DECLINE.

     Our sales cycle has been and may continue to be unpredictable. Our sales
cycle is also subject to delays because we have little or no control over
customer-specific factors, including customers' budgetary constraints and
internal acceptance procedures. Consequently, we may spend considerable time and
expense providing information to prospective customers about the use and
benefits of our services without generating corresponding revenue. The length of
the sales pursuit makes it difficult to accurately forecast the quarter in which
our implementation and subscription services will occur. This may cause our
revenues from those services to be delayed from the expected quarter to a
subsequent quarter or quarters or to vary from quarter to quarter. Furthermore,
our expense levels are relatively fixed and there is substantial uncertainty as
to when particular sales efforts will begin to generate revenues. As a result,
our revenues and results of operations in any quarter may not meet market
expectations or be indicative of future performance and it may be difficult for
you to evaluate our prospects. Our failure to meet these expectations would
likely cause the market price of our common stock to decline.

WE HAVE A HISTORY OF OPERATING LOSSES AND EXPECT FUTURE OPERATING LOSSES.

     We have a history of operating losses, and we expect to incur net losses
into 2002. We incurred net losses of approximately $12.6 million in 1999, $39.1
million in 2000 and $24.5 million in 2001. As of December 31, 2001, we had an
accumulated deficit of approximately $77.2 million representing the sum of our
historical net losses. We continue to expend significant resources to
aggressively develop and market our services into an unproven market. We may
never generate sufficient revenues to achieve or sustain profitability or
generate positive cash flow.

                                        11
<PAGE>

WE HAVE RECEIVED A "GOING CONCERN" OPINION FROM OUR INDEPENDENT ACCOUNTANTS.

     Our independent auditors have modified their report on our consolidated
financial statements for the fiscal year ended December 31, 2001, with an
explanatory paragraph regarding our ability to continue as a going concern. Such
an opinion by our independent auditors may impact our dealing with third
parties, such as customers, suppliers and creditors, because of concerns about
our financial condition. Any such impact could have a material adverse effect on
our business, operating results and financial condition.

WE DEPEND ON SUPPLIERS FOR THE SUCCESS AND ACCURACY OF OUR SERVICES.

     We depend on suppliers to subscribe to our services in sufficient and
increasing numbers to make our services attractive to retailers and,
consequently, other suppliers. In order to provide retailers accurate data, we
rely on suppliers to update their item, price and promotion information stored
in our database. We cannot guarantee that the item, price and promotion
information available from our services will always be accurate, complete and
current, or that it will comply with governmental regulations, such as those
relating to pricing alcohol and liquor or nutritional guidelines. Incorrect
information could expose us to liability if it harms users of our services or
result in decreased adoption and use of our services.

OUR CUSTOMER BASE IS CONCENTRATED AND OUR SUCCESS DEPENDS IN PART ON OUR ABILITY
TO RETAIN EXISTING CUSTOMERS AND SUBSCRIBERS.

     If one or more of our major customers were to substantially reduce or
terminate their use of our services, our business, operating results and
financial condition would be harmed. In 2001, we derived 33% of our total
revenues from our five largest customers. Our largest customer in 2001 accounted
for approximately 9% of our total revenues. The amount of our revenues
attributable to specific customers is likely to vary from year to year. We do
not have long-term contractual commitments with any of our current subscribers,
and our subscribers may terminate their contracts with little or no advance
notice and without significant penalty. As a result, we cannot be certain that
any of our current subscribers will be subscribers in future periods. A
subscriber termination would not only result in lost revenue, but also the loss
of subscriber references that are necessary for securing future subscribers.

WE ARE DEPENDENT UPON THE OPERATION OF HEWLETT-PACKARD'S DATA CENTER FOR THE
TIMELY AND SECURE DELIVERY OF OUR SERVICES.

     We use Hewlett-Packard's data center as the host for our services. We are
dependent on our continued relationship with Hewlett-Packard and on their data
center for the timely and secure delivery of our services. If Hewlett-Packard's
data center fails to meet our expectations in terms of reliability and security,
or if Hewlett-Packard, as our largest shareholder and creditor, withdraws its
support, our ability to deliver our services will be seriously harmed, resulting
in the potential loss of customers and subscription revenue. Furthermore, if our
relationship with Hewlett-Packard were terminated, we would be forced to find
another service provider to host our services. The transition to another service
provider could result in interruptions of our services and could increase the
cost of providing our services.

WE EXPECT TO FACE INCREASED COMPETITION. IF WE ARE UNABLE TO COMPETE
SUCCESSFULLY, OUR BUSINESS WILL BE HARMED.

     Currently, we do not know of any direct competition for our electronic
commerce services. However, we believe direct competition for our services will
develop and increase in the future. If we face increased competition, we may not
be able to sell our viaLink services on terms favorable to us. Furthermore,
increased competition could reduce our market share or require us to reduce the
price of our services.

                                        12
<PAGE>

     To achieve market acceptance and thereafter to increase our market share,
we will need to continually develop additional services and introduce new
features and enhancements. Our potential competitors may have significant
advantages over us, including:

     - Significantly greater financial, technical and marketing resources;

     - Greater name recognition;

     - Broader range of products and services; and

     - Larger customer bases.

     Consequently, they may be able to respond more quickly to new or emerging
technologies and changes in customer requirements.

WE MUST ADAPT TO TECHNOLOGY TRENDS AND EVOLVING INDUSTRY STANDARDS TO REMAIN
COMPETITIVE.

     The Web-based electronic commerce market is characterized by rapid changes
due to technological innovation, evolving industry standards and changes in
subscriber needs. Our future success will depend on our ability to continue to
develop and introduce a variety of new services and enhancements that are
responsive to technological change, evolving industry standards and customer
requirements on a timely basis. We cannot be certain that technological
developments and products and services our competitors introduce will not cause
our existing services, and new technologies in which we invest, to become
obsolete.

WE EXPECT OUR RECENT COST REDUCTION MEASURES TO STRAIN OUR RESOURCES.

     Our recent cost reduction measures place significant demands on our
management and operational resources. We may not be able to maintain and grow
our business at our current reduced staffing levels. Additionally, our failure
to retain the highly trained technical personnel that are essential to our
product development, marketing, service and support may limit the rate at which
we can generate revenue and develop new products or product enhancements. In
order to manage our growth effectively, we must implement and improve our
operational systems, procedures and controls on a timely basis. If we fail to
implement and improve these systems, our business, operating results and
financial condition may be materially adversely affected.

THE PRICE OF OUR COMMON STOCK MAY DECLINE DUE TO SHARES ELIGIBLE FOR FUTURE
SALE.

     Sales of a substantial number of shares of common stock, or even the
potential for such sales, could adversely affect the market price of the common
stock and could impair our ability to raise capital through the sale of equity
securities. As of March 29, 2002, we had outstanding 77,225,483 shares of common
stock. These shares are freely tradable without restriction or further
registration under the Securities Act unless purchased by our "affiliates.

     Furthermore, an additional:

     - 7,369,605 shares of common stock are issuable upon the exercise of
       currently exercisable options;

     - 8,738,966 shares of common stock are issuable upon the exercise of
       currently outstanding warrants;

     - 44,987,300 shares of common stock are issuable upon the conversion of
       currently outstanding preferred stock.

     Substantially all shares issued following the exercise of these options or
warrants or the conversion of the preferred stock will be freely tradable.

                                        13
<PAGE>

        SPECIAL PRECAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This Form 10-KSB contains forward-looking statements that involve
substantial risks and uncertainties. You can identify these statements by
forward-looking words such as "may," "will," "expect," "intend," "anticipate,"
"believe," "estimate," "continue" and other similar words. You should read
statements that contain these words carefully because they discuss our future
expectations, make projections of our future results of operations or of our
financial condition or state other "forward-looking" information. We believe
that it is important to communicate our future expectations to our investors.
However, there may be events in the future that we are not able to accurately
predict or control. The factors listed in the sections captioned "Additional
Factors That May Affect Future Results" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations," as well as any
cautionary language in this Form 10-KSB, provide examples of risks,
uncertainties and events that may cause our actual results to differ materially
from the expectations we describe in our forward-looking statements.

ITEM 2.  DESCRIPTION OF PROPERTY

     We currently lease the following facilities under operating leases:

     - Approximately 30,000 square feet of space in Edmond, Oklahoma for our
       previous corporate headquarters under a ten-year lease expiring on June
       30, 2006. The lease required monthly rental payments of $27,500 until
       June 2001, and $28,750 during the remaining term of the lease. We
       currently have subleases for approximately 18,000 square feet of this
       office facility for monthly rental payments of approximately $18,500. We
       no longer occupy any of this facility and we are pursuing other
       sub-tenants to reduce our future cash obligations under this lease.

     - Approximately 21,700 square feet of space in Dallas, Texas for our
       corporate headquarters under a lease expiring on October 31, 2006. The
       lease requires monthly rental payments over the term of the lease of
       $40,700, subject to normal operating expense escalations beginning
       January 2003.

     We believe that our existing facilities are adequate for our current needs
and that additional space will be available as needed.

ITEM 3.  LEGAL PROCEEDINGS

     There are no material legal proceedings pending or, to our knowledge,
threatened against us.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

                                    PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     Our common stock is quoted on the Over-the-Counter Bulletin Board (OTCBB).
Our common stock was quoted on the Nasdaq National Market under the symbol
"VLNK" from March 2000 through November 2001. From November 1996 to March 2000
our common stock was quoted on the Nasdaq

                                        14
<PAGE>

SmallCap Market. The following table sets forth, for the periods indicated, the
high and low closing prices of the common stock as reported by the OTCBB, Nasdaq
National and SmallCap Markets.

<Table>
<Caption>
                                                              COMMON STOCK
                                                                  PRICE
                                                              -------------
                                                              HIGH     LOW
                                                              -----   -----
<S>                                                           <C>     <C>
1999:
First Quarter...............................................  $7.75   $2.92
Second Quarter..............................................   5.75    3.31
Third Quarter...............................................   4.61    3.31
Fourth Quarter..............................................  18.19    4.53
2000:
First Quarter...............................................  40.88   14.44
Second Quarter..............................................  25.19    7.25
Third Quarter...............................................  11.31    5.44
Fourth Quarter..............................................   8.94    2.00
2001:
First Quarter...............................................   5.53    2.00
Second Quarter..............................................   3.84    1.55
Third Quarter...............................................   1.79    0.09
Fourth Quarter..............................................   0.40    0.10
</Table>

     Redeemable Convertible Preferred Stock.  On November 7, 2001 we filed a
prospectus supplement, pursuant to which, we offered 150 Shares of our Series B
Convertible Preferred Stock and Warrants to purchase 2,500,000 shares of our
common stock to SDS Merchant Fund, L.P. ("SDS"). The Series B Convertible
Preferred Stock, par value $.001 per share, is convertible into shares of our
common stock in the manner, and upon the terms, provisions and conditions set
forth in the Certificate of Designation of the Preferred Stock. The conversion
price of the Series B Convertible Preferred Stock is subject to certain
adjustments under the terms of the Certificate of Designation. During 2001, SDS
converted $600,000 of Series B Preferred Stock into 3.0 million shares of common
stock. At December 31, 2001, $900,000 Series B Convertible stock remains
outstanding and is immediately convertible into common stock at the option of
the holder. The number of shares that could be issued under the Series B
Preferred Stock is dependent upon the current market price for the Company's
stock subject to a maximum market price of $0.40 per share and a minimum price
of $0.10 per share. The market price is defined as the average of the five
lowest volume weighted average prices as reported by Bloomberg Financial Markets
for the fifteen consecutive trading days immediately preceding the determination
date. Assuming all shares of preferred stock outstanding as December 31, 2001
were converted at the minimum conversion price of $0.10, then upon conversion,
we would have to issue approximately 9.0 million shares of our common stock.

     On December 28, 2001 we filed a prospectus supplement, pursuant to which,
we offered 3,000 Shares of our Series C Convertible Preferred Stock and Warrants
to purchase 9,000,000 shares of our common stock to SDS Merchant Fund, L.P. and
other purchasers (collectively the "purchasers"). The Series C Convertible
Preferred Stock, par value $.001 per share, is convertible into shares of our
common stock in the manner, and upon the terms, provisions and conditions set
forth in the Certificate of Designation of the Preferred Stock. The conversion
price of the Series C Convertible Preferred Stock is subject to certain
adjustments under the terms of the Certificate of Designation. The number of
shares that could be issued under the Series B Preferred Stock is dependent upon
the current market price for the Company's stock subject to a maximum market
price of $0.40 per share and a minimum price of $0.12 per share. The market
price is defined as the average of the five lowest volume weighted average
prices as reported by Bloomberg Financial Markets for the fifteen consecutive
trading days immediately preceding the determination date. Assuming all shares
of preferred stock outstanding as December 31, 2001 were

                                        15
<PAGE>

converted at the minimum conversion price of $0.12, then upon conversion, we
would have to issue approximately 25.0 million shares of our common stock.

     The Certificate of Designation for the Series B and Series C Preferred
stock includes certain provisions and conditions for redemption if certain
significant events occur, including a change of control. The provisions allow
the holders to redeem the Preferred Stock for the greater of the liquidation
preference or the product of the number of shares issuable at the current market
price and the Closing Bid Price of the Common Stock on the trading day
immediately preceding an event that causes redemption. As such we have
classified the amounts as redeemable preferred stock on the balance sheet at
December 31, 2001 and the amounts will be excluded from stockholders' equity
until converted into common stock.

     The Series B and Series C Preferred Stock include provisions that in the
event of the liquidation, dissolution or winding up of the affairs of the
company, whether voluntary or involuntary, that the holders of the Series B and
Series C Preferred Stock shall be entitled to receive, out of the assets of the
company, an amount equal to $10,000 per share of Preferred Stock plus any
accrued and unpaid dividends. Such payment would be made prior to any
distribution to the holders of Common Stock. At December 31, 2001, the carrying
value of the Series B and Series C Preferred stock is equal to this liquidation
preference.

                                DIVIDEND POLICY

     We have never declared or paid cash dividends on our capital stock and we
do not intend to pay cash dividends on our capital stock in the foreseeable
future. We currently expect to retain any future earnings to fund the operation
and expansion of our business. Any future determination as to the payment of
dividends will be at the discretion of our board of directors.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     The following discussion should be read in conjunction with the financial
statements and related notes. The following discussion contains forward-looking
statements that involve risks and uncertainties. Our actual results could differ
materially from those anticipated in these forward-looking statements as a
result of certain factors, including those discussed below and elsewhere in this
Form 10-KSB, particularly under the heading "Additional Factors That May Affect
Future Results."

     Statements of our management's intentions, beliefs, anticipations,
expectations and similar expressions concerning future events or outcomes
contained in this Report constitute "forward-looking statements" as defined in
the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). Any
forward-looking statements are made by us in good faith, pursuant to the
safe-harbor provisions of the Reform Act. As with any future event or outcome,
we cannot assure you that the events or outcomes described in forward-looking
statements made in this Report will occur or that the results of future events
or outcomes will not vary materially from those described in the forward-looking
statements. These forward-looking statements reflect our management's current
views and projections regarding economic conditions, industry environments and
our performance. Important factors that could cause our actual performance and
operating results to differ materially from the forward-looking statements
include, but are not limited to, changes in the general level of economic
activity in the markets served by us, introduction of new products or services
by competitors, sales performance, expense levels, interest rates, changes in
our financial condition, availability and terms of capital sufficient to support
our current and anticipated level of activity, delays in implementing further
enhancements to our services and our ability to implement our business
strategies.

     Our expectations with respect to future results of operations that may be
embodied in oral and written forward-looking statements, including any
forward-looking statements that may be included in this Report, are subject to
risks and uncertainties that must be considered when evaluating the likelihood
of our realization of such expectations. Our actual results could differ
materially. Factors that could cause or

                                        16
<PAGE>

contribute to such differences include, but are not limited to, those discussed
in "Additional Factors That May Affect Future Results."

OVERVIEW

     We provide subscription-based, business-to-business electronic commerce
services that enable food industry participants to efficiently manage their
highly complex supply chain information. Our core service, syncLink(SM), allows
manufacturers, wholesalers, distributors, sales agencies (such as food brokers),
retailers and foodservice operators to communicate and synchronize item, price
and promotion information in a more cost-effective and accessible way than has
been possible using traditional electronic and paper-based methods. Our
additional services, which are all built on the syncLink foundation, include
distribuLink(SM) for chain pricing data and the viaLink Partner Package, our
advanced e-business practices product suite.

     We were originally formed in 1985 as Applied Intelligence Group, Inc. From
inception, our operations consisted primarily of consulting services related to
the planning, designing, building and installation of computerized information
management systems and computerized checkout or point-of-sale systems in the
retail and distribution industry. We also provided a Web-based human resource
recruiting application.

     In 1993, we began the design and development of viaLink, an Internet-based
subscription service to complement our existing consulting business. We
introduced our syncLink service, formerly marketed and sold as Item Catalog, in
January 1997. In 1998, we made the strategic decision to focus primarily on our
viaLink services. As a result, we sold our management consulting and systems
integration assets to The NetPlex Group, Inc. in September 1998 and changed our
name to The viaLink Company in October 1998. In December 1998, we sold ijob, our
wholly-owned subsidiary which operated our Web-based human resources recruiting
application, to DCM Company.

CRITICAL ACCOUNTING POLICIES

     The Securities and Exchange Commission ("SEC") recently released Financial
Reporting Release No. 60, which requires all companies to include a discussion
of critical accounting policies or methods used in the preparation of financial
statements. In addition, Financial Reporting Release No. 61 was recently
released by the SEC to require all companies to include a discussion to address,
among other matters, liquidity, off-balance sheet arrangements, contractual
obligations and commercial commitments. The Company's significant accounting
policies and methods used in the preparation of the Consolidated Financial
Statements are discussed in Footnote 1 of the Notes to Consolidated Financial
Statements. The following is a listing of the Company's critical accounting
policies and a brief discussion of each:

     - Allowance for doubtful accounts;

     - Revenue recognition; and

     - Asset Impairment;

     Allowance for Doubtful Accounts.  The Company's allowance for doubtful
accounts relates to trade accounts receivable. The allowance for doubtful
accounts is an estimate prepared by management based on identification of the
collectibility of specific accounts and the overall condition of the receivable
portfolios. The Company specifically analyzes trade receivables, historical bad
debts, customer credits, customer concentrations, customer credit-worthiness,
current economic trends and changes in customer payment terms when evaluating
the adequacy of the allowance for doubtful accounts. If the financial condition
of the Company's customers were to deteriorate, resulting in an impairment of
their ability to make payments, additional allowances may be required. Likewise,
should the Company determine that it would be able to realize more of its
receivables in the future than previously estimated, an adjustment to the
allowance would increase income in the period such determination was made. The
allowance for doubtful accounts is reviewed on a quarterly basis and adjustments
are recorded as deemed necessary.

     Revenue Recognition.  We expect to generate our future revenues primarily
from monthly subscriptions to our services. For use of our syncLink service, our
customers pay us either a flat monthly

                                        17
<PAGE>

subscription rate or a rate based on the number trading partners and the size
and complexity of the trading relationships. Our other services are available
for additional monthly subscription fees.

     We also charge an implementation fee ranging from $1,200 for an on-line
implementation to over $100,000 for more complex supplier and retailer
installations. Our implementation fees are separately priced based on time and
materials. Implementation costs consist primarily of labor by technical support
personnel to configure customer data and establish a connection to our services.
Our subscription services are provided by and are resident on our database
servers. Our customers gain access to and use our services through means ranging
from Internet web browsers to fully automated batch interfaces imbedded in the
customers IT systems. Basic implementation services, including training the
customer on how to use our services and how to format and populate our database
with the customer's data, are provided to all of our customers. Services beyond
the basic implementation services include consulting services that help
customers modify their own IT systems and procedures to enable more automated
interfaces with our services.

     Additionally, we received revenues from the performance of certain
Web-hosting services for a limited number of customers for which we provide no
other viaLink services. The web-hosting service is not related or similar in any
regard to our other services and we are no longer providing these services. We
recognize revenues for our subscription, basic implementation and Web-hosting
services over the terms of the subscription and Web-Hosting arrangements.
Revenues collected in advance are deferred and recognized as earned. Revenues
for consulting services related to complex supplier and retailer installations
are recognized as services are provided.

     Contracts for customer use of our services are generally for periods
ranging from one to three years, but are generally cancelable with 30 days
notice. Implementation fees for our services are due up front, are nonrefundable
and are separately priced from the use of our services based on time and
materials. Implementation costs consist primarily of labor by technical support
personnel to configure customer data and establish a connection to the viaLink
database. Implementation activities can range from a "basic" implementation that
simply establishes a web browser interface to more involved activities where we
are engaged to assist a customer in modifying their systems and automating the
connection. We have no obligation to perform any future implementation services
and no additional implementation services are necessary upon renewal of the
service by the customer. We recognize implementation fees and associated costs
for the more involved implementation activities as the services are provided.
Implementation fees and associated direct costs to provide basic implementations
are deferred and recognized over the period the subscription-based services are
provided. Implementation fees and associated direct costs for basic
implementations are deferred because we do not have an objective basis to
determine the fair value of the basic implementation services and they are
essential to subscription to our services. The fair value of more involved
implementation activities is established using a residual method and generally
equals the amount charged by us based on time and materials. We recognized
revenue for hosting customer websites and subscription fees for customer use of
our services as these services are provided. Revenues collected in advance and
revenues dependent upon future performance criteria are deferred and recognized
as earned and those performance criteria are met.

     In December 1999, the Securities and Exchange Commission staff (the
"Staff") issued Staff Accounting Bulletin No. 101 ("SAB 101"), Revenue
Recognition in Financial Statements. As subsequently interpreted by the Staff
through issuance of a document summarizing frequently asked questions and
answers, the Staff has provided guidance on accounting for revenue from
multiple-element arrangements that are not currently addressed by existing
accounting pronouncements. In particular, the Staff has provided guidance that
revenue should not be allocated among the elements unless the allocation is
based on reliable, verifiable and objectively determinable fair values of the
elements. The Staff's guidance also provides that if an undelivered element is
essential to the functionality of a delivered element, no revenue allocated to
the delivered element should be recognized until that undelivered element is
delivered. We adopted SAB 101 in the fourth quarter of 2000, with retroactive
effect to January 1, 2000. Prior to adoption of SAB 101, we recognized all
implementation fees and associated costs as the services were provided. The
cumulative effect of adopting SAB 101 was to increase both deferred revenues and
                                        18
<PAGE>

deferred customer operations expense by approximately $107,000 as of January 1,
2000 with no impact on stockholders' equity.

     Asset Impairment.  The Company reviews long-lived assets for impairment
when events or changes in circumstances indicate that the carrying amount of an
asset may not be recoverable. If impairment indicators are present and the
estimated future undiscounted cash flows are less than the carrying value of the
long-lived assets, the carrying value is reduced to the estimated fair value as
measured by the discounted cash flows. We have not experienced any events or
changes that would indicate that the carrying amounts of any of our assets may
not be recoverable.

RESULTS OF OPERATIONS

  COMPARISON OF 2001 TO 2000

     Revenues.  Our revenues are comprised of revenues for subscriptions to our
services, implementation revenues and certain revenues for Web-hosting services.
We are no longer providing Web-Hosting services. The following table sets forth
for the periods indicated the components of revenue included in our consolidated
statements of operations:

<Table>
<Caption>
                                                                 2000         2001
                                                              ----------   ----------
<S>                                                           <C>          <C>
Revenues:
  Subscription..............................................  $  483,205   $1,381,990
  Implementation............................................     936,032    2,070,502
  Hosting...................................................     202,200           --
                                                              ----------   ----------
          Total revenues....................................  $1,621,437   $3,452,492
                                                              ==========   ==========
</Table>

     Subscription and implementation revenues increased from 2000 to 2001
reflecting increases in the number of implementations and increases in
subscribers from 727 customers at December 31, 2000 to 799 customers at December
31, 2001. We expect continued increases in the number of customers purchasing
implementation and subscription services. Additionally, during 2000, we
increased the subscription rates that we charge for our services. Our current
pricing for retailers ranges from $25 per supplier per month for a small
retailer and a flat rate of up to $35,000 per month for the largest retailers.
Our pricing for suppliers ranges from $25 per retailer up to $5,000 per retailer
per month and a flat rate subscription price of up to $100,000 per month.

     Customer Operations.  Customer operations expense consists of personnel
costs associated with implementation, consulting and other services and costs of
operating, maintaining and accessing our technical operations and hosting
facilities. Customer operations expense also includes the cost of providing
support and maintenance to customers. Our customer operations expense increased
from $7.3 million in 2000 to $7.8 million in 2001. This increase is due
primarily to our expanded operations platform, including the hosting of our
technical operations by Hewlett-Packard. In October 2000 we entered into a lease
agreement with Hewlett Packard to expand our operations platform. This expanded
platform significantly increased the capacity and scalability of our operations.
The expanded platform was complete at the end of the first quarter of 2001. In
November 2001, we modified our agreement with Hewlett-Packard to reduce the
monthly service fees. We expect our customer operations expenses to decrease in
absolute dollars in 2002 reflecting the effects of our cost reduction efforts on
head count.

     Development.  Development expense includes personnel and contract labor
costs and professional fees incurred for product development, enhancements,
upgrades, quality assurance and testing. Our development expenses decreased from
$6.3 million in 2000 to $4.6 million in 2001. The decrease is due primarily to
our decreased use of alliance partners and other service providers to provide
development resources during 2001. In 2000, we incurred $0.5 million in
professional fees provided by Cap Gemini Ernst & Young, these services did not
recur in 2001. Contract labor decreased from $1.0 in 2000 to $0.2 million in
2001. The decrease is offset in part by increased personnel costs for our
development staff prior to our reduction in staff during the third quarter of
2001. During 2000, development includes approximately

                                        19
<PAGE>

$1.1 million of non-cash service costs for the amortization of a portion of the
fair value of the warrants and options issued to Cap Gemini Ernst & Young, i2
Technologies and other service providers as compared to $0.5 million in 2001. We
expect our development expenses to decrease in absolute dollars in 2002
reflecting the effects of our cost reduction efforts on head count and vendor
costs.

     Selling and Marketing.  Selling and marketing expense consists primarily of
personnel costs, travel, promotional events, including trade shows, seminars and
technical conferences, advertising and public relations programs. Selling and
marketing expense decreased from $9.7 million in 2000 to $6.6 million in 2001.
This decrease was primarily due to reductions in advertising, promotion and
professional fees from 2000 to 2001. In 2000 we initiated a new marketing and
advertising program to promote our viaLink services for which we incurred $4.4
million in advertising, promotion and professional fees compared to $1.4 million
incurred in 2001. Selling and Marketing includes compensation expenses of $3.7
million and $3.3 million in 2000 and 2001, respectively. Selling and marketing
expense includes $1.1 million and $0.5 million of non-cash service costs in 2000
and 2001, respectively, for the amortization of a portion of the fair value of
the warrants and options issued to alliance partners and other service
providers. We expect selling and marketing expenses to decrease in absolute
dollars during 2002 as compared to 2001.

     General and Administrative (G&A).  G&A expense consists primarily of the
personnel and other costs of the finance, human resources, administrative and
executive departments and the fees and expenses associated with legal,
accounting and other services. G&A expense decreased from $13.6 million in 2000
to $6.5 million in 2001. This decrease in G&A expense is attributable to several
factors including items in 2000 that did not recur in 2001. In 2000 we incurred
$1.4 million in non-cash stock compensation, $2.6 million related to recruiting
and the relocation of the executive offices from Edmond, Oklahoma to Dallas,
Texas; $0.4 million in deferred offering costs written-off upon withdrawal of a
registration statement relating to a previously proposed offering of our common
stock; and $1.1 million to write-off a purchase deposit and an investment in a
note receivable. During 2001, stock compensation decreased to $0.3 million and
recruiting and relocation expenses decreased to $0.7 million. During 2001, we
recorded $1.2 million in expenses in connection with our office closure and
certain severance agreements with employees that were terminated. We anticipate
that our other G&A expenses will decrease in absolute dollars in 2002 reflecting
the completion of our move from Edmond to Dallas, non-recurrence of the
significant items above and further reduced by effects of our cost reduction
efforts.

     Depreciation and Amortization.  Depreciation and amortization expense
decreased from $1.6 million in 2000 to $1.5 million in 2001. This decrease
reflects the complete depreciation of certain long-lived assets and decreased
capital expenditures during 2001.

     Interest Expense, Net.  Interest expense, net, decreased from $2.4 million
in 2000. $0.4 million in 2001. This decrease reflects the completion of the
amortization of the beneficial conversion feature of the convertible note as
more fully discussed in Note 5 to the consolidated financial statements and the
partial conversion of the convertible promissory note in April of 2001 and debt
extinguishment in November 2001. We do not expect significant amounts of
interest expense in the future. Interest income on short-term investments was
$0.7 million in 2000 and $0.1 million in 2001 reflecting decreased cash and
investment balances during 2001.

     In April 2001, Hewlett-Packard converted $3.8 million of their secured
convertible promissory note into 2.2 million shares of our common stock. In
connection with this conversion we modified certain terms of the secured
convertible promissory note for the remaining balance equal to $3.8 million. The
modified note provided for: a) a decrease in the stated interest rate to 6.0%
per year; b) a cash payment of $275,104 representing a closing fee; c) principal
and interest payments payable in twelve monthly installments of $326,094
beginning January 1, 2002 and a maturity date of February 1, 2003. In connection
with the conversion and the modification of the note, we issued Hewlett-Packard
warrants to purchase 1,384,658 shares of common stock at a purchase price of
$3.75 per share. These transactions with Hewlett-Packard resulted in an
extraordinary loss of approximately $2.9 million recorded in the second quarter
of 2001. The extraordinary loss represents the excess of the fair value of the
modified secured convertible promissory note and warrants issued over the $3.8
million recorded value of the remaining

                                        20
<PAGE>

portion of the convertible debt at the time of the modification in accordance
with the requirements of EITF 96-19, "Debtor's Accounting for a Modification or
Exchange of Debt Instruments."

     Gain on Sale of Assets.  Gain on sale of assets was $0.1 million in 2000
and represents income recognized under our earn-out agreement with NetPlex. No
payments were received in 2001 and the earn-out agreement has expired.

     Tax Provision.  Deferred tax assets and deferred tax liabilities are
separately recognized and measured at currently enacted tax rates for the tax
effect of temporary differences between the financial reporting and tax
reporting bases of assets and liabilities, and net operating loss and tax credit
carryforwards for tax purposes. A valuation allowance must be established for
deferred tax assets if it is not "more likely than not" that all or a portion
will be realized. We have established a full valuation allowance for the net
deferred tax assets as of December 31, 2000 and December 31, 2001, generated by
losses recorded. We will continue to provide a full valuation allowance for
future and current net deferred tax assets until such time as we believe we have
sufficient objective evidence to support that it is more likely than not that
the asset will be realized.

     Extraordinary Gain on Extinguishment of Debt.  Extraordinary gain on
extinguishment of debt reflects the effect of our Settlement, Amendment, and
Mutual Release Agreement with Hewlett-Packard Company dated November 13, 2001.
The $2.3 million recorded as an extraordinary gain was determined as the excess
of any and all amounts due to Hewlett-Packard which were forgiven, including: a)
the principal amount of $3,807,812.59 under the April 10, 2001, secured
convertible promissory note; and b) amounts payable under certain services and
lease agreements over consideration paid which includes: a) a cash payment of
$1,000,000; b) the change in fair value due to our modification of the strike
price of 1,384,658 warrants to $0.10 per share and c) a lease let-out obligation
for equipment no longer being used of $1.8 million.

     Dividends on Preferred Stock.  Dividends on Preferred Stock includes the
allocation of the proceeds received to the warrants issued and beneficial
conversion features of the Series A Preferred Stock of $12.8 million, $1.5
million for the Series B Preferred Stock and $1.9 million for the Series C
Preferred Stock. Additionally, dividends of $0.4 million were accrued from each
date of issuance through conversion or December 31, 2001. Dividends accrued on
the Series A and Series B Preferred Stock were paid in-kind with common shares
at the time of conversion during 2001. The Series C Preferred Stock does not
provide for stated dividends. We will continue to accrue dividends through the
date that the Series B Preferred Stock is converted into common stock.

  COMPARISON OF 2000 TO 1999

     Revenues.  Our revenues are comprised of revenues for subscriptions to our
services, implementation revenues and certain revenues for Web-hosting services.
The following table sets forth for the periods indicated the components of
revenue included in our consolidated statements of operations:

<Table>
<Caption>
                                                                1999        2000
                                                              --------   ----------
<S>                                                           <C>        <C>
Revenues:
  Subscription..............................................  $ 74,930   $  483,205
  Implementation............................................   247,914      936,032
  Hosting...................................................   292,675      202,200
                                                              --------   ----------
  Total revenues............................................  $615,519   $1,621,437
                                                              ========   ==========
</Table>

     Subscription and implementation revenues increased from 1999 to 2000
reflecting increases in the number of implementations and increases in
subscribers from 411 customers at December 31, 1999 to 727 customers at December
31, 2000. Additionally, during 2000, we increased the subscription rates that we
charge for our services.

                                        21
<PAGE>

     Customer Operations.  Customer operations expense consists of personnel
costs associated with implementation, consulting and other services and costs of
operating, maintaining and accessing our technical operations and hosting
facilities. Customer operations expense also includes the cost of providing
support and maintenance to customers. Our customer operations expense increased
from $2.7 million in 1999 to $7.3 million in 2000. This increase is due
primarily to increased personnel costs for our implementation and customer
service teams and our expanded operations platform, including the hosting of our
technical operations by Hewlett-Packard.

     Development.  Development expense includes personnel and contract labor
costs and professional fees incurred for product development, enhancements,
upgrades, quality assurance and testing. Our development expenses increased from
$2.8 million in 1999 to $6.3 million in 2000. This increase was due primarily to
an increase in personnel costs and professional fees for product development.
Additionally, $0.5 million and $1.1 million of non-cash service costs is
included in development expense for 1999 and 2000, respectively, for the
amortization of a portion of the fair value of the warrants and options issued
to Cap Gemini Ernst & Young, i2 Technologies and other service providers,
reflecting the development efforts provided. Additionally, during 2000, we
incurred professional fees of $1.2 million which were paid with common stock
in-lieu of cash. We recognized development expense as if the company had paid
cash for the services. We do not expect significant expenses to be settled with
stock in lieu of cash in the future.

     Selling and Marketing.  Selling and marketing expense consists primarily of
personnel costs, travel, promotional events, including trade shows, seminars and
technical conferences, advertising and public relations programs. Selling and
marketing expense increased from $2.9 million in 1999 to $9.7 million in 2000.
This increase was primarily due to the expansion of our sales, business
development and marketing team from four persons at January 1, 1999 to 18
persons at December 31, 2000 and our new marketing and advertising program to
promote our viaLink services. Compensation expense increased $1.8 million from
1999 to 2000 for the increases in selling and marketing staff. The new marketing
and advertising program, along with the increased headcount resulted in an
increase in advertising, travel and other professional fees of approximately
$4.3 million in 2000. Additionally, selling and marketing expense includes $0.5
million and $1.1 million of non-cash service costs for the amortization of a
portion of the fair value of the warrants and options issued to Cap Gemini Ernst
& Young, i2 Technologies and other service providers reflecting the selling and
marketing efforts provided during 1999 and 2000, respectively.

     General and Administrative (G&A).  G&A expense consists primarily of the
personnel and other costs of the finance, human resources, administrative and
executive departments and the fees and expenses associated with legal,
accounting and other services. G&A expense increased from $5.4 million in 1999
to $13.6 million in 2000. This increase in G&A expense is attributable to
several factors in 2000: a) increase of $3.1 million, including $1.4 million in
non-cash stock compensation, in personnel costs for key executive and management
staff and personnel expenses for the administrative infrastructure built to
support future operations; b) $2.6 million related to recruiting and the
relocation of the executive offices from Edmond, Oklahoma to Dallas, Texas; c)
$0.4 million in deferred offering costs written-off upon withdrawal of a
registration statement relating to a previously proposed offering of our common
stock; d) $1.1 million to write-off a purchase deposit and an investment in a
note receivable and e) increases in professional fees of $0.9 million for
increased business activities.

     Depreciation and Amortization.  Depreciation and amortization expense
increased from $0.6 million in 1999 to $1.6 million in 2000. This increase
reflects the effect of capital expenditures in 1999 and 2000 for new computer
hardware and software to support the viaLink services.

     Interest Expense, Net.  Interest expense, net, decreased from $4.0 million
in 1999 to $2.4 million in 2000. This decrease reflects the completion of the
amortization of the beneficial conversion feature of the convertible note as
more fully discussed in Note 5 to the financial statements and increases in
interest income on short-term investments. Interest income on short-term
investments was $0.3 million in 1999 and $0.7 million in 2000.

                                        22
<PAGE>

     Gain on Sale of Assets.  Gain on sale of assets decreased from $1.3 million
in 1999 to $0.1 million in 2000. Gain on sale of assets represents income
recognized under the earn-out agreement with NetPlex and during 1999 reflects
the recognition of the deferred gain of $0.5 million upon collection of the note
receivable due to us in connection with the sale of ijob.

     Tax Provision.  Deferred tax assets and deferred tax liabilities are
separately recognized and measured at currently enacted tax rates for the tax
effect of temporary differences between the financial reporting and tax
reporting bases of assets and liabilities, and net operating loss and tax credit
carryforwards for tax purposes. A valuation allowance must be established for
deferred tax assets if it is not "more likely than not" that all or a portion
will be realized. We have established a full valuation allowance for the net
deferred tax assets generated by losses. We will continue to provide a full
valuation allowance for future and current net deferred tax assets until such
time as we believe we have sufficient objective evidence to support that it is
more likely than not that the asset will be realized.

     Other Comprehensive Income.  Other comprehensive income in 1999 includes an
unrealized gain of $0.3 million, representing the net increase in market value
of the 643,770 shares of NetPlex capital stock received as consideration from
the sale of our consulting and systems integration assets. These securities were
sold in December 1999.

LIQUIDITY AND CAPITAL RESOURCES

     Our principal potential sources of liquidity are cash on hand, cash
generated from operations and cash provided from financing activities. As of
December 31, 2001, we had cash, cash equivalents and short-term investments of
$2.7 million.

     During 2001, we used $18.3 million in operating activities, comprised
principally of a net loss of $24.5 million. Cash used in operating activities
also reflects $2.2 million for non-cash stock compensation and interest expense
for the conversion feature of the Hewlett-Packard note, $2.1 million of
depreciation and amortization, $2.9 million in non-cash extraordinary expense
for warrants issued to Hewlett-Packard in connection with the modification of
the existing convertible note in April 2000, $2.3 million of non-cash
extraordinary gain related to the extinguishment of the convertible note with
Hewlett-Packard in November 2001 and a $1.3 million increase in cash provided by
other working capital changes.

     During the second quarter of 2001, the company commenced implementation of
a cost cutting program. Initiatives included the closing of offices in Edmond,
Oklahoma and Chicago, Illinois, a voluntary 25 percent base pay deferral and
bonus elimination by senior management, realignment of development expenses in
conjunction with customers' near-term implementation schedules and lower vendor
service costs. The actions reduced monthly cash requirements by about 25 percent
and are expected to result in annualized savings of approximately $8.0 million
to the company.

     During the third quarter of 2001, the company continued its efforts to
reduce its cost structure. The reductions included a reduction in the then
current workforce of approximately 45 percent, salary reductions for remaining
employees, including additional salary reductions by senior management, and
expense reductions including travel, administrative and vendor service costs. As
a result of these changes, the gross cash operating expenses were decreased to
approximately $1 million per month (excluding non-cash items) during late 2001,
compared to average gross cash operating expenses of $2.4 million per month for
the first six months of 2001.

     During 2000, we used $26.8 million in operating activities, comprised
principally of a net loss of $39.1 million. Cash used in operating activities
also reflects $7.2 million for non-cash stock compensation and interest expense
for the conversion feature of the Hewlett-Packard note, $2.1 million of
depreciation and amortization, $1.2 million in professional fees paid by issuing
common shares, $0.7 million write-off of deferred offering costs and note
receivable and a $1.1 million increase in cash provided by other working capital
changes.

     During 2001, we used $0.5 million in investing activities for capital
expenditures.

                                        23
<PAGE>

     During 2000, investing activities provided $4.6 million in net cash. This
amount reflects $8.0 million received upon the maturities of short-term
investments, as partially offset by reinvestment of $1.5 million, investment in
notes receivable of $0.3 million and $1.6 million in capital expenditures and
capitalized software development costs.

     During 2001, financing activities provided net cash of $18.5 million,
primarily the result of the issuance of $17.3 million of preferred stock and
$2.6 million from the issuance of 17.0 million shares of our common stock.
Additionally, we received $1.1 million in proceeds from the exercise of
outstanding stock options and warrants and purchases under stock purchase plans
and incurred approximately $1.9 million of offering placement and registration
costs. Additionally, we paid $0.5 million in cash to extinguish approximately
$3.8 million of convertible notes.

     During 2000, financing activities provided net cash of $16.6 million,
primarily the result of the issuance of 1.5 million shares of our common stock.
Additionally, we received $1.0 million in proceeds from the exercise of
outstanding stock options and warrants and purchases under stock purchase plans
and incurred approximately $0.5 million of offering costs, a portion of which
were subsequently written-off.

     During 1999, financing activities provided net cash of $20.2 million,
primarily the result of the investments made by certain of our alliance
partners: $6.0 million from Hewlett-Packard and $5.0 million from i2
Technologies. Additionally, we received $9.3 million in net proceeds from the
exercise of our stock options and warrants which includes $2.0 million from Cap
Gemini Ernst & Young, reduced by approximately $0.4 million of registration
costs.

     We have incurred operating losses and negative cash flow in the past and
expect to incur operating losses and negative cash flow through 2002. Our
spending may increase in the future for further technology and product
development and other technology and database costs. We also expect increases in
customer operations expense to outsource implementation resources which will be
incurred after corresponding increases in contracted implementation revenues.

     Our independent auditors have issued their Independent Auditors' Report on
the Company's consolidated financial statements for the fiscal year ended
December 31, 2001 with a modification regarding the Company's ability to
continue as a going concern. The going concern modification is contained in an
explanatory paragraph to the Independent Auditors' Report which also references
note 2 to the consolidated financial statements for the year ended December 31,
2001. We have generated net losses for the years ended December 31, 1999, 2000
and 2001 and have generated an accumulated deficit of $77.2 million as of
December 31, 2001. We have incurred operating losses and negative cash flow in
the past and expect to incur operating losses and negative cash flow until late
2002. During the second quarter of 2001 we began to experience delays in signing
small supplier customers which were an important component of our expected
implementation revenues for the second quarter of 2001 and these delays have
continued into 2002. These efforts are a part of our retailer "community
development" activities. We continue to pursue sales efforts with the small
suppliers and still believe that they will become subscribers to our services.
Due to these delays, we have focused our sales efforts on larger customers, each
of which have a greater incremental effect on increasing subscription revenues.
An increase in the number of larger customers is critical to generating positive
cash flow from operations.

     The delay in generating revenues creates a need for us to obtain additional
capital in order for us to execute our current business plan successfully. The
amount of capital will be dependent upon (a) our services achieving market
acceptance, (b) the timing of additional customer signings, (c) our ability to
sustain current decreased levels of spending, and/or (d) the amount of, if any,
unanticipated expenditures. There can be no assurance as to whether, when or the
terms upon which any such capital may be obtained. Any failure to obtain an
adequate and timely amount of additional capital on commercially reasonable
terms could have a material adverse effect on our business, financial condition
and results of operations, including our viability as an enterprise.

     We currently have 150 million shares of common stock authorized for
issuance by our stockholders. As of March 25, 2002, we have either issued or
reserved nearly all of it for (a) future conversion of issued

                                        24
<PAGE>

preferred stock and (b) exercises of issued warrants and stock options. For the
last 24 months we have obtained working capital primarily from the sale and
issuance of common stock or warrants. If the stockholders at the June 4, 2002,
annual meeting of stockholders of the Company do not authorize additional shares
of common stock for sale and issuance by us, this historical source of working
capital will no longer be available to us.

     In November 2001, we entered into a lease let-out agreement with
Hewlett-Packard which provides for our continued obligation for certain assets
leased from Hewlett-Packard under operating leases. These assets are not being
used by the company and we have agreed to allow Hewlett-Packard to sell these
assets and reduce the amounts due under the let-out agreement. The total lease
obligation of $1.8 million has been accrued at December 31, 2001 as a component
of the extraordinary gain recorded in 2001. This amount could be reduced for
cash received from the sale of this equipment, any amount remaining under the
let-out agreement is due to Hewlett-Packard in December 2002.

     The Company leases its office and storage space under operating leases. The
terms range from month-to-month up to ten years and include options to renew.
The Company also leases office equipment under various non-cancelable lease
agreements.

     Future minimum lease payments under non-cancelable operating leases at
December 31, 2001 follows:

<Table>
<Caption>
                                                              OPERATING
                                                                LEASES
                                                              ----------
<S>                                                           <C>
2002........................................................  $3,890,000
2003........................................................   1,637,000
2004........................................................     837,000
2005........................................................     834,000
2006........................................................     407,000
Thereafter..................................................          --
                                                              ----------
Future minimum lease payments...............................  $7,605,000
                                                              ==========
</Table>

     We currently have a lease for our previous corporate headquarters under a
ten-year lease expiring on June 30, 2006. We currently have subleases for
approximately 18,000 square feet of the 30,000 square foot office facility for
monthly rental payments of approximately $18,500. We no longer occupy any of
this facility and we are pursuing other sub-tenants to reduce our future cash
obligations under this lease. During 2001, we recognized an expense equal to our
remaining obligation for abandoning this property of approximately $592,000.

     Future minimum lease payments have not been reduced by future minimum
sub-lease rentals of approximately $0.8 million under operating leases, with
terms through 2005.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     In June 1998, the Financial Accounting Standards Board, issued Statement of
Financial Accounting Standards (SFAS) No. 133. SFAS No. 133, as amended,
establishes new standards of accounting and reporting for derivative instruments
and hedging activities. SFAS No. 133 requires that all derivatives be recognized
at fair value in the balance sheet, and that the corresponding gains or losses
be reported either in the statement of operations or as a component of
comprehensive income, depending on the type of hedging relationship that exists.
SFAS No. 133 was effective for our fiscal year 2001. SFAS No. 133 did not have a
material effect on our financial position or results of operations.

     In December 1999, the Securities and Exchange Commission released Staff
Accounting Bulletin No. 101, Revenue Recognition in Financial Statements (SAB
101), providing the staff's views in applying generally accepted accounting
principles to selected revenue recognition issues. SAB 101 became effective for
the fourth quarter of the year ended December 31, 2000. The cumulative effect of
the adoption of SAB 101 is reported as a change in accounting method as of
January 1, 2000 in our December 31, 2000

                                        25
<PAGE>

financial statements. The adoption of SAB 101 results in the deferral of a
portion of our implementation revenues and expenses for each customer over the
period the subscription-based viaLink services are provided. Effective January
1, 2000, we recorded a cumulative effect adjustment increasing deferred revenue
and deferred customer operations expense by $107,000 with no change to
stockholders' equity or retained earnings. Adoption of SAB 101 resulted in
increased revenues and customer operations expense of $45,000 for the year ended
December 31, 2000.

     In June 2001, the FASB issued Statement No. 141, Business Combinations, and
Statement No. 142, Goodwill and Other Intangible Assets. Statement 141 requires
that the purchase method of accounting be used for all business combinations
initiated after June 30, 2001. Statement 141 also specifies the criteria
intangible assets acquired in a purchase method business combination must meet
to be recognized and reported apart from goodwill, noting that any purchase
price allocable to an assembled workforce may not be accounted for separately.
Statement 142 will require that goodwill and intangible assets with indefinite
useful lives no longer be amortized, but instead tested for impairment at least
annually. Statement 142 will also require that intangible assets with definite
useful lives be amortized over their respective estimated useful lives to their
estimated residual values, and reviewed for impairment in accordance with SFAS
No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of.

     The Company is required to adopt the provisions of Statement 141
immediately. Furthermore, any goodwill and any intangible asset determined to
have an indefinite useful life that are acquired in a purchase business
combination completed after June 30, 2001 will not be amortized, but will
continue to be evaluated for impairment.

     The Company has adopted the provisions of SFAS No. 141 and is required to
adopt the provisions of SFAS No. 142, which will become effective January 1,
2002. The Company does not expect the adoption of SFAS No. 142 to have any
significant impact on its financial condition or results of operations.

     In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." SFAS No. 143 requires entities to record the fair value
of a liability for an asset retirement obligation in the period in which it is
incurred. The Company will adopt SFAS No. 143 in fiscal year 2003. The Company
does not expect the adoption of SFAS No. 143 to have any significant impact on
its financial condition or results of operations.

     In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," which replaces SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of." The Company will adopt SFAS No. 144 in fiscal year 2002. The
Company does not expect the provisions of SFAS No. 144 to have any significant
impact on its financial condition or results of operations.

ITEM 7.  FINANCIAL STATEMENTS

     See Index to Financial Statements on Page F-1 of this Annual Report on Form
10-KSB.

                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information required by this Item is set forth under the caption
"Management" in the Company's definitive Proxy Statement for its annual meeting
of stockholders (the "Proxy Statement"), which will be filed with the Securities
and Exchange Commission pursuant to Regulation 14A under the Securities Exchange
Act of 1934 and is incorporated herein by reference.

                                        26
<PAGE>

ITEM 10.  EXECUTIVE COMPENSATION

     The information required by this Item is set forth under the caption
"Executive Compensation" in the Proxy Statement, which will be filed with the
Securities and Exchange Commission pursuant to Regulation 14A under the
Securities Exchange Act of 1934 and is incorporated herein by reference.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information required by this Item is set forth under the caption
"Security Ownership of Certain Beneficial Owners and Management" in the Proxy
Statement, which will be filed with the Securities and Exchange Commission
pursuant to Regulation 14A under the Securities Exchange Act of 1934 and is
incorporated herein by reference.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The additional information required by this Item is set forth under the
caption "Certain Transactions" in the Proxy Statement, which will be filed with
the Securities and Exchange Commission pursuant to Regulation 14A under the
Securities Exchange Act of 1934 and is incorporated herein by reference.

TRANSACTIONS WITH HEWLETT-PACKARD

     On February 4, 1999, the Company entered into a financing agreement and
note purchase agreement with Hewlett-Packard pursuant to which Hewlett-Packard
purchased a $6.0 million subordinated secured convertible promissory note,
convertible into common stock at the option of Hewlett-Packard beginning August
2000 at a conversion price of $1.75 per share. The note bears interest at 11.5%
per annum, with interest payments deferrable to maturity in February 2004. The
note contained a beneficial conversion feature valued at approximately $20.0
million at the commitment date. Accordingly, we allocated the full amount of
proceeds to the beneficial conversion feature and recorded $6.0 million as
additional paid-in capital at the time of closing. The amount was accreted by
charges to interest expense and corresponding increases in long-term debt during
the period from issuance of the note to August 2000 when the note became
convertible. Non-cash interest charges of $3.6 million and $2.4 million were
recognized in 1999 and 2000, respectively, as accreted charges to interest
expense. We recognized interest expense at 11.5% per annum until the note was
converted to common stock. At December 31, 2000, contractual interest of $1.3
million was included in the note payable balance as the amounts are convertible
with the note balance.

     In April 2001, Hewlett-Packard converted $3.8 million of their secured
convertible promissory note into 2.2 million shares of our common stock. In
connection with this conversion we modified certain terms of the secured
convertible promissory note for the remaining balance equal to $3.8 million. The
modified note provided for: a) a decrease in the stated interest rate to 6.0%
per year; b) a cash payment of $275,104 representing a closing fee; c) principal
and interest payments payable in twelve monthly installments of $326,094
beginning January 1, 2002 and a maturity date of February 1, 2003. In connection
with the conversion and the modification of the note, we issued Hewlett-Packard
warrants to purchase 1,384,658 shares of common stock at a purchase price of
$3.75 per share. These transactions with Hewlett-Packard resulted in an
extraordinary loss of approximately $2.9 million recorded in the second quarter
of 2001. The extraordinary loss represents the excess of the fair value of the
modified secured convertible promissory note and warrants issued over the $3.8
million recorded value of the remaining portion of the convertible debt at the
time of the modification in accordance with the requirements of EITF 96-19,
"Debtor's Accounting for a Modification or Exchange of Debt Instruments."

     On November 13, 2001, the Company entered into a Settlement, Amendment, and
Mutual Release Agreement with Hewlett-Packard Company whereunder (1) any and all
past due amounts under any obligation of the Company to Hewlett-Packard were
forgiven and the Company was released from any and all claims by Hewlett-Packard
of any kind including those based upon the antecedent debts, (2) the principal
amount of $3.8 million under the April 10, 2001, secured convertible promissory
note was forgiven, (3) the security interest of Hewlett-Packard in the Company's
intellectual property was
                                        27
<PAGE>

terminated, (4) the Company's purchase option for various items of equipment
under expired equipment leases was preserved to allow the Company to purchase
computer equipment having a value of approximately $100,000, and (5) the monthly
payments under an ongoing equipment lease and support agreement were lowered to
approximately $200,000, all in exchange for the Company's agreeing to (a) pay
the sum of $1,000,000 to Hewlett-Packard, (b) restructure and extend the term of
the equipment lease with Hewlett-Packard by adding an additional year to the
term, thus ending the lease in July 2004, (c) repricing 1,384,658 warrants for
common stock of the Company obtained by Hewlett-Packard in connection with the
April 10, 2001, promissory note from $3.75 per share to $0.10 per share, and (d)
releasing Hewlett-Packard from any and all claims. Under the terms of this
agreement Hewlett-Packard will maintain a security interest in the equipment it
leases to the Company on a going forward basis.

     At the time of this settlement, we also entered into a lease let-out
agreement with Hewlett-Packard which provides for our continued obligation for
certain assets leased from Hewlett-Packard under operating leases. These assets
are not being used by the company and we have agreed to allow Hewlett-Packard to
sell these assets and reduce the amounts due under the let-out agreement. The
total lease obligation of $1.8 million has been accrued at December 31, 2001 as
a component of the extraordinary gain recorded in 2001. This amount could be
reduced for cash received from the sale of this equipment, any amount remaining
under the let-out agreement is due to Hewlett-Packard in December 2002.

     These agreements with Hewlett-Packard resulted in the elimination of any
further payment on amounts due prior to November 13, 2001. This transaction
resulted in an extraordinary gain of $2.3 million recorded in the fourth quarter
for the excess of the recorded value of the convertible debt and amounts payable
over the combination of our payment to Hewlett-Packard, the assumption of the
deferred lease obligation for abandoned leases and the fair value of
modification to the warrants in accordance with the provisions of Statement of
Financial Accounting Standards No. 15 "Accounting by Debtors and Creditors for
Troubled Debt Restructurings."

TRANSACTIONS WITH CAP GEMINI ERNST & YOUNG LLP

     On May 3, 1999, the Company entered into an agreement with Cap Gemini Ernst
& Young LLP (CGEY), pursuant to which CGEY provided us with consulting and
integration services and sales and marketing support, to assist in the
development and market penetration of our viaLink services. In connection with
this agreement, we issued CGEY a warrant to purchase up to 1,000,000 shares of
our common stock at a price of $2.00 per share contingent upon our ability to
register the common stock underlying the warrant agreement. Additionally, we
agreed to pay a royalty of 7.0% of our service revenues to CGEY for a period of
two years and, in the event that at least ten "significant clients" of CGEY
become subscribers to our services during this two year period, we would have
been obligated to continue this royalty payment in perpetuity. CGEY will not
receive any royalties for services we provide to clients subject to the
reporting requirements of the federal securities laws for which it serves as the
principal independent auditor. As of the date of the issuance of the warrant,
the warrant conversion price was below the fair value of our stock. The fair
value of this warrant was recorded as an asset and an increase in additional
paid in capital of $1.9 million. On August 9, 1999, CGEY exercised warrants to
purchase 250,000 shares of common stock resulting in gross proceeds received by
us of $500,000. On November 10, 1999, CGEY exercised warrants to purchase the
remaining 750,000 shares of common stock resulting in gross proceeds received by
us of $1.5 million. During 1999 and 2000, royalties under this agreement totaled
$20,000 and $96,000, respectively, and are included in selling and marketing
expense. Effective May 2001, we terminated our agreements with CGEY.

TRANSACTIONS WITH i2 TECHNOLOGIES, INC.

     On October 12, 1999, The Company entered into a strategic relationship with
i2 Technologies, Inc. ("i2"), the primary focus of which was to integrate the
products and services of our two companies and to extend the solutions across
multiple industries. i2 will use our syncLink services to provide product, price
and promotion information to facilitate business processes between trading
partners using an Internet-
                                        28
<PAGE>

accessible shared database. Our two companies agreed to develop joint sales and
marketing programs, and develop enhancements to the viaLink services.
Additionally, i2 invested $5.0 million in the Company in exchange for 895,536
shares of viaLink common stock and a warrant to purchase up to an additional
746,268 shares of common stock at $6.70 per share, representing a twenty percent
(20%) premium over the market price of the stock at the time of the agreement.
The initial term of the agreement was to expire on December 31, 2003. The fair
value of this warrant was recorded as an asset and an increase in additional
paid-in capital and resulted in non-cash charges to our statement of operations
during the term of the agreement. Additionally we agreed to pay i2 a royalty of
five percent (5%) of the syncLink and Chain Pricing subscription revenues during
the period the agreement is in place. We also agreed to pay a royalty, in
addition to the five percent, based upon subscription revenues received from new
customers with whom i2 had "significant involvement" in the sales process. i2
agreed to pay us a royalty based upon revenues i2 received from providing
syncLink and Chain Pricing services outside of the consumer packaged goods
industry. During 1999 and 2000, royalties under this agreement totaled $22,000
and $26,000, respectively, and are included in selling and marketing expense.
Effective January 29, 2001, we terminated our agreements with i2.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

     (a) The following documents are filed as part of this Annual report on Form
10-KSB:

        1. Financial Statements.

     See Index to Financial Statements on page F-1 of this Annual Report on Form
10-KSB

        2. Financial Statements Schedules.

     Financial statement schedules under the applicable rules and regulations of
the Securities and Exchange Commission have been omitted as the schedules are
not applicable or the information required thereby is included in the Company's
financial statements or notes thereto.

        3. Exhibits.

     The following instruments are included as exhibits to the report. Exhibits
incorporated by reference are so indicated.

<Table>
<Caption>
EXHIBIT
 NUMBER                                 DESCRIPTION
-------                                 -----------
<S>        <C>  <C>
 4.1(1)     --  Form of Series A Convertible Participating Preferred Stock
                Certificate.
 4.2(1)     --  Designations, Preferences and Rights of Series A Convertible
                Participating Preferred Stock of The viaLink Company.
 4.3(1)     --  Form of Series A Warrant.
 4.4(1)     --  Series B Warrant Dated February 7, 2001 by The viaLink
                Company in favor of Velocity Investment Partners Ltd.
 4.5(1)     --  Form of Registration Rights Agreement by and among The
                viaLink Company and certain investors.
 4.6(3)     --  Purchase Agreement entered into by and between The viaLink
                Company and SDS Merchant Fund, L.P.
 4.7(3)     --  Certificate of Designation of the Relative Rights and
                Preferences of the Series B Convertible Preferred Stock of
                The viaLink Company.
 4.8(3)     --  Warrant to Purchase Shares of Common Stock of The viaLink
                Company.
 4.9(4)     --  Form of purchase Agreement entered into by and between The
                viaLink Company and each of the Purchasers.
 4.10(4)    --  Certificate of Designation of the Relative Rights and
                Preferences of the Series C Convertible Preferred Stock of
                The viaLink Company.
 4.11(4)    --  Form of Series A Warrant to Purchase Shares of Common Stock
                of The viaLink Company.
 4.12(4)    --  Series B Warrant to Purchase Shares of Common Stock of The
                viaLink Company.
</Table>

                                        29
<PAGE>

<Table>
<Caption>
EXHIBIT
 NUMBER                                 DESCRIPTION
-------                                 -----------
<S>        <C>  <C>
10.1(1)     --  Securities Purchase Agreement dated as of February 2, 2001
                by and between The viaLink Company and Velocity Investment
                Partners Ltd.
10.2(1)     --  Form of Securities Purchase Agreement by and between The
                viaLink Company and certain investors.
10.3(2)     --  Secured Convertible Promissory Note dated as of April 10,
                2001 issued by the Registrant in favor of Hewlett-Packard
                Company.
10.4(2)     --  Lock-up Agreement dated April 10, 2001 by and between the
                Registrant and Hewlett-Packard Company.
23.1        --  Consent of KPMG LLP.
99.1(5)     --  Termination of Employment Agreement entered into by and
                between The viaLink Company and Lewis B. Kilbourne.
99.2(5)     --  Separation Agreement entered into by and between viaLink
                International, Inc. and Chris Riley.
99.3(5)     --  Settlement, Amendment, and Mutual Release Agreement made as
                of November 13, 2001 between Hewlett-Packard Company and The
                viaLink Company.
</Table>

---------------

(1) Incorporated herein by reference to the Registrant's Current Report on Form
    8-K dated February 7, 2001.

(2) Incorporated herein by reference to the Registrant's Registration Statement
    on Form S-3 filed May 25, 2001.

(3) Incorporated herein by reference to the Registrant's Current Report on Form
    8-K dated November 7, 2001.

(4) Incorporated herein by reference to the Registrant's Current Report on Form
    8-K dated January 2, 2002.

(5) Incorporated herein by reference to the Registrant's Quarterly Report on
    Form 10-QSB for the quarter ended September 30, 2001.

        4. Reports on Form 8-K.

     The Registrant filed a Current Report on Form 8-K, dated December 3, 2001,
reporting pursuant to Item 5 of such Form that the Company's common stock had
been delisted from the Nasdaq National Market.

     The Registrant filed a Current Report on Form 8-K, dated January 2, 2001,
reporting pursuant to Item 5 of such Form that we offered 300 Shares of our
Series C Convertible Preferred Stock and Warrants to purchase 9,000,000 shares
of our common stock to certain purchasers. (collectively the "Purchasers")
pursuant to a prospectus supplement to Registration Statement No. 333-64750. The
Purchase Agreement, Certificate of Designation and Warrant were included as
exhibits.

                                        30
<PAGE>

                                   SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, as of the 29th day of March, 2002.

                                          THE VIALINK COMPANY
                                          (Registrant)

                                          By:      /s/ WARREN D. JONES
                                            ------------------------------------
                                                      Warren D. Jones
                                                  Chief Executive Officer

                                          By:      /s/ BRIAN M. CARTER
                                            ------------------------------------
                                                      Brian M. Carter
                                              Vice President, Chief Financial
                                                           Officer
                                            (principal financial and accounting
                                                           officer)

                                        31
<PAGE>

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<Table>
<S>                                                           <C>
CONSOLIDATED FINANCIAL STATEMENTS OF THE VIALINK COMPANY
  Independent Auditors' Report..............................  F-2
  Consolidated Balance Sheets as of December 31, 2000 and
     2001...................................................  F-3
  Consolidated Statements of Operations for the Years Ended
     December 31, 1999, 2000 and 2001.......................  F-4
  Consolidated Statements of Stockholders' Equity (Deficit)
     for the Years Ended December 31, 1999, 2000 and 2001...  F-5
  Consolidated Statements of Cash Flows for the Years Ended
     December 31, 1999, 2000 and 2001.......................  F-6
  Notes to Consolidated Financial Statements................  F-7
</Table>

                                       F-1
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
The viaLink Company:

     We have audited the accompanying consolidated balance sheets of The viaLink
Company and its subsidiary as of December 31, 2000 and 2001, and the related
consolidated statements of operations, stockholders' equity (deficit) and cash
flows for each of the years in the three-year period ended December 31, 2001.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards 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. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
The viaLink Company and its subsidiary as of December 31, 2000 and 2001, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 2001, in conformity with accounting
principles generally accepted in the United States of America.

     The accompanying consolidated financial statements have been prepared
assuming the Company will continue as a going concern. As discussed in note 2 to
the consolidated financial statements, the Company's recurring losses from
operations and resulting dependence upon access to additional external financing
raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in note 2. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

                                          KPMG LLP

Dallas, Texas
February 27, 2002, except Note 14,
which is as of March 26, 2002

                                       F-2
<PAGE>

                              THE VIALINK COMPANY

                          CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2000 AND 2001

<Table>
<Caption>
                                                                  2000           2001
                                                              ------------   ------------
<S>                                                           <C>            <C>
                                         ASSETS

Current assets:
  Cash and cash equivalents.................................  $  2,980,600   $  2,702,782
  Accounts receivable -- trade, net of allowance for
     doubtful accounts of $158,000 in 2000 and $100,000 in
     2001...................................................       514,663        798,379
  Prepaid expenses and other current assets.................       711,840        463,752
                                                              ------------   ------------
          Total current assets..............................     4,207,103      3,964,913
Furniture, equipment and leasehold improvements, net........     2,568,909      1,450,387
Software development costs, net.............................     1,615,191        996,942
Deferred service fees.......................................     1,042,866             --
Other assets................................................        98,352         86,464
                                                              ------------   ------------
          Total assets......................................  $  9,532,421   $  6,498,706
                                                              ============   ============

                 LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND
                                  STOCKHOLDERS' DEFICIT

Current liabilities:
  Accounts payable and accrued liabilities..................  $  3,253,708   $  5,611,357
  Deferred revenues.........................................       122,640        273,405
  Current portion of capital lease obligations..............        63,603             --
                                                              ------------   ------------
          Total current liabilities.........................     3,439,951      5,884,762
Long-term liabilities:
  Long-term debt............................................     7,313,836             --
  Capital lease obligations, less current portion...........        70,560             --
                                                              ------------   ------------
          Total long-term liabilities.......................     7,384,396             --
          Total liabilities.................................    10,824,347      5,884,762
Commitments and contingencies (Notes 6 and 10)
Redeemable convertible preferred stock:
  Series B Preferred stock, $.001 par value; 10,000,000
     shares authorized; 90 shares issued and outstanding at
     December 31, 2001,.....................................            --        907,841
  Series C Preferred stock, $.001 par value; 10,000,000
     shares authorized; 300 shares issued and outstanding at
     December 31, 2001,.....................................            --      3,000,000
Stockholders' deficit:
  Common stock, $.001 par value; 150,000,000 shares
     authorized; 22,779,566 and 67,076,838 shares issued and
     outstanding at December 31, 2000 and 2001,
     respectively...........................................        22,780         67,077
  Additional paid-in capital................................    51,902,400     73,835,260
  Unearned stock compensation...............................      (487,895)            --
  Accumulated deficit.......................................   (52,729,211)   (77,196,234)
                                                              ------------   ------------
          Total stockholders' deficit.......................    (1,291,926)    (3,293,897)
                                                              ------------   ------------
          Total liabilities, redeemable preferred stock and
            stockholders' deficit...........................  $  9,532,421   $  6,498,706
                                                              ============   ============
</Table>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.
                                       F-3
<PAGE>

                              THE VIALINK COMPANY

                     CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE YEARS ENDED DECEMBER 31, 1999, 2000 AND 2001

<Table>
<Caption>
                                                         1999           2000           2001
                                                     ------------   ------------   ------------
<S>                                                  <C>            <C>            <C>
Revenues:
  Subscription.....................................  $     74,930   $    483,205   $  1,381,990
  Implementation...................................       247,914        936,032      2,070,502
  Web-Hosting......................................       292,675        202,200             --
                                                     ------------   ------------   ------------
          Total revenues...........................  $    615,519   $  1,621,437   $  3,452,492
Operating expenses:
  Customer operations..............................     2,655,113      7,308,645      7,800,644
  Development......................................     2,803,247      6,281,645      4,559,379
  Selling and marketing............................     2,919,857      9,729,799      6,566,305
  General and administrative.......................     5,430,466     13,604,905      6,485,779
  Depreciation and amortization....................       594,373      1,570,057      1,498,569
                                                     ------------   ------------   ------------
          Total operating expenses.................    14,403,056     38,495,051     26,910,676
                                                     ------------   ------------   ------------
Loss from operations...............................   (13,787,537)   (36,873,614)   (23,458,184)
  Interest expense, net............................    (3,983,785)    (2,379,909)      (377,088)
  Gain on sale of assets...........................     1,262,921        124,419             --
  Realized gain on sale of marketable securities...     3,872,438             --             --
                                                     ------------   ------------   ------------
Net loss before extraordinary items:...............   (12,635,963)   (39,129,104)   (23,835,272)
  Extraordinary loss on modification of debt.......            --             --     (2,927,773)
  Extraordinary gain on extinguishment of debt.....            --             --      2,296,022
                                                     ------------   ------------   ------------
Net loss...........................................   (12,635,963)   (39,129,104)   (24,467,023)
  Dividends on preferred stock:
     Value of warrants and beneficial conversion...            --             --    (16,238,970)
     Stated dividends..............................            --             --       (445,426)
                                                     ------------   ------------   ------------
Net loss applicable to common stock................  $(12,635,963)  $(39,129,104)  $(41,151,419)
                                                     ============   ============   ============
Other comprehensive income (loss):
  Unrealized income (loss) on marketable
     securities, net of tax........................       315,673             --             --
                                                     ------------   ------------   ------------
Comprehensive loss.................................  $(12,320,290)  $(39,129,104)  $(41,151,419)
                                                     ============   ============   ============
Net loss applicable to common stock per common
  share --
  Basic and diluted................................  $      (0.96)  $      (1.89)  $      (1.22)
                                                     ============   ============   ============
Weighted average common shares outstanding --
  Basic and diluted................................    13,114,028     20,732,411     33,805,389
                                                     ============   ============   ============
</Table>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.
                                       F-4
<PAGE>

                              THE VIALINK COMPANY

           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
              FOR THE YEARS ENDED DECEMBER 31, 1999, 2000 AND 2001
<Table>
<Caption>

                                                         SERIES A
                                                      PREFERRED STOCK          COMMON STOCK        ADDITIONAL      UNEARNED
                                                   ---------------------   --------------------     PAID-IN         STOCK
                                                   SHARES     AMOUNTS        SHARES     AMOUNTS     CAPITAL      COMPENSATION
                                                   ------   ------------   ----------   -------   ------------   ------------
<S>                                                <C>      <C>            <C>          <C>       <C>            <C>
Balance, January 1, 1999.........................           $         --    2,826,613   $2,827    $  4,763,569   $        --
 Exercise of stock options and warrants..........                           1,893,477    1,893       9,614,253
 Stock issued under employee stock purchase
   plan..........................................                                 172       --           1,891
 Proceeds from Hewlett-Packard note..............                                                    6,000,000
 Issuance of stock options to employees..........                                                    2,185,736    (2,185,736)
 Issuance of stock purchase warrants.............                                                    4,006,468
 Amortization of unearned stock compensation.....                                                                    796,657
 Issuance of common stock for services...........                              20,480       21         549,639
 Proceeds from issuance of common stock..........                             223,884      224       4,999,776
 Registration costs..............................                                                     (365,763)
 Two-for-one stock split on November 29, 1999....                           4,820,196    4,820          (4,820)
 Unrealized gain on securities...................
 Net loss........................................
                                                   ------   ------------   ----------   -------   ------------   -----------
Balance, December 31, 1999.......................     --              --    9,784,822    9,785      31,750,749    (1,389,079)
 Exercise of stock options and warrants..........                           1,471,737    1,472         812,646
 Stock issued under employee stock purchase
   plan..........................................                              42,561       43         196,609
 Issuance of stock options to service
   providers.....................................                                                      424,541
 Issuance of stock options to employees..........                                                      997,500      (997,500)
 Amortization of unearned stock compensation.....                                                                  1,898,684
 Proceeds from issuance of common stock, net.....                           1,494,351    1,494      16,066,306
 Issuance of common stock for services...........                              80,817       81       1,663,954
 Two-for-one stock split, March 2000 (Note 8)....                           9,905,278    9,905          (9,905)
 Net loss........................................
                                                   ------   ------------   ----------   -------   ------------   -----------
Balance, December 31, 2000.......................     --              --   22,779,566   22,780      51,902,400      (487,895)
 Exercise of stock options and warrants..........                           4,264,123    4,264         692,557
 Stock and options issued under employee stock
   purchase and option plans.....................                           1,049,797    1,049         516,125      (140,000)
 Amortization of unearned stock compensation.....                                                                    627,895
 Fair value adjustment, stock options to service
   providers.....................................                                                      (17,243)
 Partial conversion of convertible note..........                           2,175,893    2,176       3,805,637
 Issuance of warrants to Hewlett Packard.........                                                    2,951,329
 Proceeds from issuance of common stock..........                          17,032,812   17,033       2,607,987
 Proceeds from issuance of preferred stock.......  4,647                                            16,238,970
 Offering, placement and registration costs......                           3,030,000    3,030      (1,978,196)
 Dividends on preferred stock:
   Beneficial conversion feature.................             12,779,250                           (16,238,970)
   Stated dividends..............................                437,092                              (445,426)
 Common stock issued:
   Series A preferred conversion.................  (4,647)   (12,779,250)  12,712,490   12,713      12,766,537
   Series B preferred conversion.................                           3,036,592    3,037         596,963
   Dividends paid with common Stock..............               (437,092)     995,565      995         436,590
 Net loss........................................
                                                   ------   ------------   ----------   -------   ------------   -----------
Balance, December 31, 2001.......................     --    $         --   67,076,838   $67,077   $ 73,835,260   $        --
                                                   ======   ============   ==========   =======   ============   ===========

<Caption>
                                                    ACCUMULATED
                                                       OTHER
                                                   COMPREHENSIVE
                                                      INCOME       ACCUMULATED
                                                      (LOSS)        (DEFICIT)        TOTAL
                                                   -------------   ------------   ------------
<S>                                                <C>             <C>            <C>
Balance, January 1, 1999.........................    $(315,673)    $  (964,144)   $  3,486,579
 Exercise of stock options and warrants..........                                    9,616,146
 Stock issued under employee stock purchase
   plan..........................................                                        1,891
 Proceeds from Hewlett-Packard note..............                                    6,000,000
 Issuance of stock options to employees..........                                           --
 Issuance of stock purchase warrants.............                                    4,006,468
 Amortization of unearned stock compensation.....                                      796,657
 Issuance of common stock for services...........                                      549,660
 Proceeds from issuance of common stock..........                                    5,000,000
 Registration costs..............................                                     (365,763)
 Two-for-one stock split on November 29, 1999....                                           --
 Unrealized gain on securities...................      315,673                         315,673
 Net loss........................................                  (12,635,963)    (12,635,963)
                                                     ---------     ------------   ------------
Balance, December 31, 1999.......................           --     (13,600,107)     16,771,348
 Exercise of stock options and warrants..........                                      814,118
 Stock issued under employee stock purchase
   plan..........................................                                      196,652
 Issuance of stock options to service
   providers.....................................                                      424,541
 Issuance of stock options to employees..........                                           --
 Amortization of unearned stock compensation.....                                    1,898,684
 Proceeds from issuance of common stock, net.....                                   16,067,800
 Issuance of common stock for services...........                                    1,664,035
 Two-for-one stock split, March 2000 (Note 8)....                                           --
 Net loss........................................                  (39,129,104)    (39,129,104)
                                                     ---------     ------------   ------------
Balance, December 31, 2000.......................           --     (52,729,211)     (1,291,926)
 Exercise of stock options and warrants..........                                      696,821
 Stock and options issued under employee stock
   purchase and option plans.....................                                      377,174
 Amortization of unearned stock compensation.....                                      627,895
 Fair value adjustment, stock options to service
   providers.....................................                                      (17,243)
 Partial conversion of convertible note..........                                    3,807,813
 Issuance of warrants to Hewlett Packard.........                                    2,951,329
 Proceeds from issuance of common stock..........                                    2,625,020
 Proceeds from issuance of preferred stock.......                                   16,238,970
 Offering, placement and registration costs......                                   (1,975,166)
 Dividends on preferred stock:
   Beneficial conversion feature.................                                   (3,459,720)
   Stated dividends..............................                                       (8,334)
 Common stock issued:
   Series A preferred conversion.................                                           --
   Series B preferred conversion.................                                      600,000
   Dividends paid with common Stock..............                                          493
 Net loss........................................                  (24,467,023)    (24,467,023)
                                                     ---------     ------------   ------------
Balance, December 31, 2001.......................    $      --     $(77,196,234)  $ (3,293,897)
                                                     =========     ============   ============
</Table>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.
                                       F-5
<PAGE>

                              THE VIALINK COMPANY

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE YEARS ENDED DECEMBER 31, 1999, 2000 AND 2001

<Table>
<Caption>
                                                                  1999           2000           2001
                                                              ------------   ------------   ------------
<S>                                                           <C>            <C>            <C>
Cash flows from operating activities:
  Net loss..................................................  $(12,635,963)  $(39,129,104)  $(24,467,023)
  Adjustments to reconcile net loss to net cash used in
     operating activities:
     Depreciation and amortization..........................     1,015,609      2,068,341      2,116,819
     Gain on sale of assets.................................      (462,042)            --             --
     Gain on sale of marketable securities..................    (3,872,438)            --             --
     Amortization of unearned stock compensation............       796,657      1,898,684        627,895
     Non-cash service costs for warrant and options issued
       to service providers.................................       960,166      2,243,602      1,025,623
     Non-cash extraordinary loss on modification of debt....            --             --      2,927,773
     Non-cash extraordinary gain on extinguishment of
       debt.................................................            --             --     (2,296,022)
     Non-cash interest expense on convertible debt..........     4,230,720      3,083,116        497,733
     Professional fees paid with common shares..............       549,660      1,185,883             --
     Write-off of deferred offering costs and notes
       receivable...........................................            --        671,248             --
     Increase (decrease) in cash for changes in:
       Accounts receivable, net.............................        35,321       (391,867)      (283,716)
       Prepaid expenses and other assets....................      (335,816)       216,682        209,976
       Accounts payable and accrued liabilities.............     1,170,248      1,201,562      1,173,471
       Deferred revenue.....................................            --        122,640        150,765
                                                              ------------   ------------   ------------
          Net cash used in operating activities.............    (8,547,878)   (26,829,213)   (18,316,706)
                                                              ------------   ------------   ------------
Cash flows from investing activities:
  Proceeds from sale of marketable securities...............     4,872,438             --             --
  Capital expenditures......................................    (2,345,157)    (1,053,369)      (514,211)
  Collection on note receivable from sale of ijob...........       800,000             --             --
  Purchase of short-term investments........................    (9,099,443)    (1,524,698)            --
  Investment in note receivable.............................            --       (265,000)            --
  Proceeds upon maturity of short-term investments..........     2,620,000      8,004,141             --
  Capitalized expenditures for software development.........      (607,181)      (589,888)            --
                                                              ------------   ------------   ------------
          Net cash provided by (used in) investing
            activities......................................    (3,759,343)     4,571,186       (514,211)
                                                              ------------   ------------   ------------
Cash flows from financing activities:
  Proceeds from convertible debt............................     6,000,000             --             --
  Proceeds from exercise of stock options, stock purchase
     warrants and stock purchase plans......................     9,252,274      1,010,770      1,073,995
  Proceeds from issuance of preferred stock.................            --             --     17,279,250
  Proceeds from issuance of common stock....................     5,000,000     16,067,800      2,625,020
  Offering, placement and registration costs................            --       (456,248)    (1,925,166)
  Payments of capital lease obligations.....................       (44,194)            --             --
  Payments for extinguishment of convertible debt...........            --             --       (500,000)
                                                              ------------   ------------   ------------
          Net cash provided by financing activities.........    20,208,080     16,622,322     18,553,099
                                                              ------------   ------------   ------------
Net increase (decrease) in cash and cash equivalents........     7,900,859     (5,635,705)      (277,818)
Cash and cash equivalents, beginning of year................       715,446      8,616,305      2,980,600
                                                              ------------   ------------   ------------
Cash and cash equivalents, end of year......................  $  8,616,305   $  2,980,600   $  2,702,782
                                                              ============   ============   ============
Supplemental schedule of non-cash investing and financing
  activities:
  Issuance of stock purchase warrants for future services...  $  4,006,468   $         --   $         --
                                                              ============   ============   ============
  Issuance of common stock for software development
     services...............................................  $         --   $    478,152   $         --
                                                              ============   ============   ============
  Assets acquired under capital leases......................  $         --   $    134,163   $         --
                                                              ============   ============   ============
  Preferred stock, dividends accrued, payable in-kind.......  $         --   $         --   $      7,841
                                                              ============   ============   ============
  Preferred stock, dividends, paid with common stock........  $         --   $         --   $    437,585
                                                              ============   ============   ============
  Hewlett-Packard conversion of debt into common stock......  $         --   $         --   $  3,807,813
                                                              ============   ============   ============
</Table>

     The accompanying notes are an integral part of these consolidated financial
statements.

                                       F-6
<PAGE>

                              THE VIALINK COMPANY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     General Description of Business -- We provide subscription-based,
business-to-business electronic commerce services that enable food industry
participants to more efficiently manage their highly complex supply chain
information. Our services allow manufacturers, wholesalers, distributors, sales
agencies (such as food brokers), retailers and foodservice operators to
communicate and synchronize item, pricing and promotion information in a more
cost-effective and accessible way than has been possible using traditional
electronic and paper-based methods.

     Our strategy is to continue our investment in marketing and sales
activities, development of our viaLink services and customer support services to
facilitate our plan to penetrate the market and build recurring revenues
generated from subscriptions to our viaLink services. Consequently, we resemble
a development stage company and will face many of the inherent risks and
uncertainties that development stage companies face. There can be no assurance,
however, that these efforts will be successful. Our failure to successfully
execute our strategy would have a material adverse effect on our business,
financial condition and results of operations, including our viability as an
enterprise. As a result of the high level of expenditures for investment in
technology development, implementation, customer support services, and selling
and marketing expenses, we expect to incur losses in the foreseeable future
periods until such time, if ever, as the recurring revenues from our viaLink
services are sufficient to cover the expenses.

     Our clients and customers range from small, rapidly growing companies to
large corporations in the consumer packaged goods and grocery industries and are
geographically dispersed throughout the United States.

     Basis of Presentation -- The financial statements include the accounts of
the viaLink Company and its wholly owned subsidiary. In April 2000, we formed
viaLink International, Inc., a wholly-owned subsidiary. viaLink International is
a Delaware corporation formed to include our international operations. Our
consolidated financial statements include the accounts of viaLink International.
All intercompany transactions and balances have been eliminated in
consolidation.

     Use of Estimates -- The preparation of financial statements in conformity
with generally accepted accounting principles requires the use of management's
estimates and assumptions in determining the carrying values of certain assets
and liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts for certain revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

     Cash and Cash Equivalents and Short-term Investments -- For purposes of the
statement of cash flows, we consider all highly liquid investments with a
maturity of three months or less at the time of purchase to be cash equivalents.
Similar investments with a maturity, at purchase, of more than three months are
classified as short-term investments held to maturity and are carried at
amortized cost.

     Risks from Concentrations -- Financial instruments which potentially
subject us to concentrations of credit risk consist principally of temporary
cash investments, notes receivable and accounts receivable. We place our
temporary cash investments with high credit quality financial institutions.
Concentrations of credit risk with respect to accounts receivable are limited
due to the large number of individual accounts and their dispersion across
different regions. We do not believe a material risk of loss exists with respect
to our financial position due to concentrations of credit risk.

     We received, as consideration for the sale of its management consulting and
systems integration assets, 643,770 shares of preferred stock which were
converted into common shares of the NetPlex Group, Inc. Such shares were
classified as available-for-sale marketable securities and were subject to
fluctuations in value due to market conditions until the sale of such securities
in December 1999.

                                       F-7
<PAGE>
                              THE VIALINK COMPANY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Our revenues are dependent on large implementation and subscription fees
from a limited number of customers. In 1999, three customers individually
accounted for 27, 14 and 12 percent of revenues. In 2000, three customers
individually accounted for 18, 13 and 11 percent of revenues. In 2001, three
customers individually accounted for 9, 9 and 5 percent of revenues. In 1999,
2000 and 2001, approximately 70, 60 and 33 percent, respectively, of the our
total revenues were attributable to five clients. We will continue to be
dependent upon revenues from a limited number of customers until we achieve
market penetration. During 1999, 2000 and 2001 our statement of operations
includes provisions for bad debt of $34,000, $159,000 and $238,000 respectively.
During 2000 and 2001 we wrote-off uncollectible accounts receivable of $42,000
and $296,000, respectively, no amounts were written-off in 1999.

     Furniture, equipment and leasehold improvements -- Furniture, equipment and
leasehold improvements are stated at cost. Expenditures for repairs and
maintenance are charged to expense as incurred. Upon disposition, the cost and
related accumulated depreciation are removed from the accounts and the resulting
gain or loss is reflected in operations for the period. We depreciate furniture
and equipment using the straight-line method over their estimated useful lives
ranging from 3 to 10 years. Leasehold improvements are amortized over the lease
term using the straight-line method.

     Impairment of long-lived assets -- We review long-lived assets for
impairment when events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. If impairment indicators are present
and the estimated future undiscounted cash flows are less than the carrying
value of the long-lived assets, the carrying value is reduced to the estimated
fair value as measured by the discounted cash flows.

     Revenue Recognition -- Our revenues consist of recurring monthly
subscription fees for customer use of the viaLink services, implementation fees
and recurring monthly fees for hosting customer websites. Contracts for customer
use of the viaLink services are generally for periods ranging from one to three
years, but are generally cancelable with 30 days notice. Implementation fees for
the viaLink services are due up front, are nonrefundable and are separately
priced from the use of the viaLink services based on time and materials.
Implementation costs consist primarily of labor by technical support personnel
to configure customer data and establish a connection to the viaLink database.
Implementation activities can range from a "basic" implementation that simply
establishes a web browser interface to more involved activities where we assist
a customer to modify the customer's systems and automate the connection. We have
no obligation to perform any future implementation services and no additional
implementation services are necessary upon renewal of the service by the
customer. We recognize implementation fees and associated costs for the more
involved implementation activities as the services are provided. Implementation
fees and associated direct costs to provide basic implementations are deferred
and recognized over the period the subscription-based viaLink services are
provided. Implementation fees and associated direct costs for basic
implementations are deferred because we do not have an objective basis to
determine the fair value of the basic implementation services and they are
essential to the viaLink services. The fair value of more involved
implementation activities is established using a residual method and generally
equals the amount charged by viaLink based on time and materials. We recognized
revenue for hosting customer websites and subscription fees for customer use of
the viaLink services as these services were provided. Revenues collected in
advance and revenues dependent upon future performance criteria are deferred and
recognized as earned and those performance criteria are met.

     In December 1999, the Securities and Exchange Commission staff (the
"Staff") issued Staff Accounting Bulletin No. 101 ("SAB 101"), Revenue
Recognition in Financial Statements. As subsequently interpreted by the Staff
through issuance of a document summarizing frequently asked questions and
answers, the Staff has provided guidance on accounting for revenue from
multiple-element arrangements that are not currently addressed by existing
accounting pronouncements. In particular, the Staff has provided guidance that
revenue should not be allocated among the elements unless the allocation

                                       F-8
<PAGE>
                              THE VIALINK COMPANY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

is based on reliable, verifiable and objectively determinable fair values of the
elements. The Staff's guidance also provides that if an undelivered element is
essential to the functionality of a delivered element, no revenue allocated to
the delivered element should be recognized until that undelivered element is
delivered. We adopted SAB 101 in the fourth quarter of 2000, with retroactive
effect to January 1, 2000. Prior to adoption of SAB 101, we recognized all
implementation fees and associated costs as the services were provided. The
cumulative effect of adopting SAB 101 was to increase both deferred revenues and
deferred customer operations expense by approximately $107,000 as of January 1,
2000 with no impact on stockholders' equity.

     Development -- We incurred costs and expenses of approximately $3.4
million, $6.9 million and $4.6 million, for product development in 1999, 2000
and 2001, respectively. We capitalize certain of these costs, including
interest, that are directly related to the development of software to be sold
and software developed for internal use. Capitalization of costs for internal
use software begins after the preliminary project stage and ends when the
software is substantially complete and ready for its intended use. We also
capitalize certain of these costs, including interest, for software to be sold
beginning when technological feasibility has been established and ending when
the product is available for customers. Capitalized software development costs
are amortized using the straight-line method over the estimated useful life of
three to five years and are subject to impairment evaluation in accordance with
the provisions of SFAS 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of."

     Earnings Per Share -- Basic earnings per share is calculated by dividing
net income (loss) by the weighted-average number of common shares outstanding
during the period. Diluted earnings per share is calculated by dividing net
income (loss) by the weighted-average number of common shares and dilutive
potential common shares outstanding during the period. Diluted earnings per
share also includes the impact of convertible debt, if dilutive, using the
if-converted method.

     Income Taxes -- We account for income taxes using the asset and liability
method. Deferred tax liabilities or assets are recognized for the anticipated
future tax effects of temporary differences that arise as a result of the
differences in the carrying amounts and tax bases of assets and liabilities, and
for loss carryforwards and tax credit carryforwards. Deferred tax assets and
liabilities are measured using the enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. We record a valuation allowance when it is more likely
than not that some portion or all of the deferred tax assets will not be
realized.

     Reclassifications -- Certain prior year amounts have been reclassified to
conform to the 2001 financial statement presentation.

2.  LIQUIDITY AND GOING CONCERN

     We reported a substantial loss from operations for the fiscal years ended
December 31, 1999, 2000 and 2001, and we expect to incur losses for the fiscal
year ending December 31, 2002. The extent of these losses will depend primarily
on the amount of revenues generated from implementations of and subscriptions to
our viaLink services, which have not yet achieved significant market acceptance
or market penetration and the amount of expenses incurred in generating these
revenues. In order to achieve market penetration and acceptance we expect to
continue our expenditures for development of our viaLink services. These
expenses have substantially exceeded our revenues.

     We believe that our cash, cash equivalents and the expected proceeds from
the second closing of our sale of Series C preferred stock will be sufficient to
meet our near term cash flow needs. However, we may need to raise additional
capital if (a) we are unable to maintain our projected level of spending, (b) we
are unable to manage our working capital requirements or (c) we experience a
lack of revenue growth due

                                       F-9
<PAGE>
                              THE VIALINK COMPANY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

to delayed or less than expected market acceptance of our viaLink services. If
we are required to raise additional capital there can be no assurance as to
whether, when or the terms upon which any such capital may be obtained. Any
failure to obtain an adequate and timely amount of capital on commercially
reasonable terms could have a material adverse effect on our business, financial
condition and results of operations, including our viability as an enterprise.

     We currently have 150 million shares of common stock authorized for
issuance by our stockholders. As of March 25, 2002, we have either issued or
reserved nearly all of it for (a) future conversion of issued preferred stock
and (b) exercises of issued warrants and stock options. For the last 24 months
we have obtained working capital primarily from the sale and issuance of common
stock or warrants. If the stockholders at the June 4, 2002, annual meeting of
stockholders of the Company do not authorize additional shares of common stock
for sale and issuance by us, this historical source of working capital will no
longer be available to us.

     We have an accumulated deficit of $77.2 million as of December 31, 2001. We
have historically funded operations with the proceeds from the sale of preferred
and common stock. We have not generated positive cash flows from operations in
1999, 2000 and 2001 and does not expect to generate positive cash flows from
operations through 2002. In addition, the we do not currently have any committed
debt or equity financing that might be required to sustain operations through
the balance of 2002. These factors raise substantial doubt about the our ability
to continue as a going concern. The consolidated financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

3.  FURNITURE, EQUIPMENT, LEASEHOLD IMPROVEMENTS AND SOFTWARE DEVELOPMENT COSTS

     Furniture, equipment and leasehold improvements at December 31, 2000 and
2001 consisted of the following:

<Table>
<Caption>
                                                                2000          2001
                                                             -----------   -----------
<S>                                                          <C>           <C>
Furniture and fixtures.....................................  $   403,212   $   159,909
Computer equipment.........................................    3,274,864     2,235,865
Computer software..........................................    2,291,496     2,228,352
Leasehold improvements.....................................      303,088            --
                                                             -----------   -----------
                                                               6,272,660     4,624,126
Less: accumulated depreciation and amortization............   (3,703,751)   (3,173,739)
                                                             -----------   -----------
Furniture, equipment and leasehold improvements, net.......  $ 2,568,909   $ 1,450,387
                                                             ===========   ===========
</Table>

     Computer equipment in 2000 included $134,000 of assets under capital leases
and no amounts as of December 31, 2001. Accumulated amortization for assets
under capital leases at December 31, 2000 was $28,000.

     We incurred total costs of approximately $3.4 million, $6.9 million and
$4.6 million for development of software in 1999, 2000 and 2001, respectively.
We capitalized $0.6 million of these costs for development of software in 1999
and 2000 and no amounts were capitalized in 2001. Interest capitalized during
1999 and 2000 was not material. Amortization of developed software during 1999,
2000 and 2001 was $0.4 million, $0.5 million and $0.6 million, respectively.
Accumulated amortization at December 31, 2000 and 2001 was $1.7 million and $2.3
million, respectively.

                                       F-10
<PAGE>
                              THE VIALINK COMPANY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

4.  ACCOUNTS PAYABLE AND ACCRUED EXPENSES

     Accounts payable and accrued expenses at December 31, 2000 and 2001
consisted of the following:

<Table>
<Caption>
                                                                 2000         2001
                                                              ----------   ----------
<S>                                                           <C>          <C>
Accounts payable............................................  $1,005,674   $1,223,577
Accrued employee compensation...............................   1,340,320      844,372
Accrued lease, services and other, Hewlett-Packard..........          --      680,854
Accrued lease termination expenses, real estate.............          --      591,940
Accrued lease termination expenses, Hewlett-Packard.........          --    1,798,000
Accrued professional fees and contract labor................     514,371       55,000
Other accrued expenses......................................     393,343      417,614
                                                              ----------   ----------
Total accounts payable and accrued liabilities..............  $3,253,708   $5,611,357
                                                              ==========   ==========
</Table>

5.  TRANSACTIONS WITH HEWLETT-PACKARD

     On February 4, 1999, we entered into a financing agreement and note
purchase agreement with Hewlett-Packard pursuant to which Hewlett-Packard
purchased a $6.0 million subordinated secured convertible promissory note,
convertible into common stock at the option of Hewlett-Packard beginning August
2000 at a conversion price of $1.75 per share. The note bears interest at 11.5%
per annum, with interest payments deferrable to maturity in February 2004. The
note contained a beneficial conversion feature valued at approximately $20.0
million at the commitment date. Accordingly, we allocated the full amount of
proceeds to the beneficial conversion feature and recorded $6.0 million as
additional paid-in capital at the time of closing. The amount was accreted by
charges to interest expense and corresponding increases in long-term debt during
the period from issuance of the note to August 2000 when the note became
convertible. Non-cash interest charges of $3.6 million and $2.4 million were
recognized in 1999 and 2000, respectively, as accreted charges to interest
expense. We recognized interest expense at 11.5% per annum until the note was
converted to common stock. At December 31, 2000, contractual interest of $1.3
million was included in the note payable balance as the amounts are convertible
with the note balance.

     In April 2001, Hewlett-Packard converted $3.8 million of their secured
convertible promissory note into 2.2 million shares of our common stock. In
connection with this conversion we modified certain terms of the secured
convertible promissory note for the remaining balance equal to $3.8 million. The
modified note provided for: a) a decrease in the stated interest rate to 6.0%
per year; b) a cash payment of $275,104 representing a closing fee; c) principal
and interest payments payable in twelve monthly installments of $326,094
beginning January 1, 2002 and a maturity date of February 1, 2003. In connection
with the conversion and the modification of the note, we issued Hewlett-Packard
warrants to purchase 1,384,658 shares of common stock at a purchase price of
$3.75 per share. These transactions with Hewlett-Packard resulted in an
extraordinary loss of approximately $2.9 million recorded in the second quarter
of 2001. The extraordinary loss represents the excess of the fair value of the
modified secured convertible promissory note and warrants issued over the $3.8
million recorded value of the remaining portion of the convertible debt at the
time of the modification in accordance with the requirements of EITF 96-19,
"Debtor's Accounting for a Modification or Exchange of Debt Instruments."

     On November 13, 2001, we entered into a Settlement, Amendment, and Mutual
Release Agreement with Hewlett-Packard Company whereunder (1) any and all past
due amounts under any obligation of ours to Hewlett-Packard were forgiven and we
were released from any and all claims by Hewlett-Packard of any kind including
those based upon the antecedent debts, (2) the principal amount of $3.8 million
under the April 10, 2001, secured convertible promissory note was forgiven, (3)
the security interest of

                                       F-11
<PAGE>
                              THE VIALINK COMPANY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Hewlett-Packard in our intellectual property was terminated, (4) our purchase
option for various items of equipment under expired equipment leases was
preserved to allow us to purchase computer equipment having a value of
approximately $100,000, and (5) the monthly payments under an ongoing equipment
lease and support agreement were lowered to approximately $200,000, all in
exchange for the our agreeing to (a) pay the sum of $1,000,000 to
Hewlett-Packard, (b) restructure and extend the term of the equipment lease with
Hewlett-Packard by adding an additional year to the term, thus ending the lease
in July 2004, (c) repricing 1,384,658 warrants for our common stock obtained by
Hewlett-Packard in connection with the April 10, 2001, promissory note from
$3.75 per share to $0.10 per share, and (d) releasing Hewlett-Packard from any
and all claims. Under the terms of this agreement Hewlett-Packard will maintain
a security interest in the equipment it leases to us on a going forward basis.
The $2.3 million recorded as an extraordinary gain was determined as the excess
of any and all amounts due to Hewlett-Packard which were forgiven, including: a)
the principal amount of $3.8 million under the secured convertible promissory
note; and b) $1.4 million for amounts payable under certain services and lease
agreements over consideration paid which includes: a) a cash payment of
$1,000,000; b) the change in fair value due to our modification of the strike
price of 1,384,658 warrants to $0.10 per share and c) a lease let-out obligation
for equipment no longer being used of $1.8 million. This transaction was
accounted for in accordance with the provisions of Statement of Financial
Accounting Standards No. 15 "Accounting by Debtors and Creditors for Troubled
Debt Restructurings."

     At the time of this settlement, we also entered into a lease let-out
agreement with Hewlett-Packard which provides for our continued obligation for
certain assets leased from Hewlett-Packard under operating leases. These assets
are not being used by the company and we have agreed to allow Hewlett-Packard to
sell these assets and reduce the amounts due under the let-out agreement. The
total lease obligation of $1.8 million has been accrued at December 31, 2001 as
a component of the extraordinary gain recorded in 2001. This amount could be
reduced for cash received from the sale of this equipment, any amount remaining
under the let-out agreement is due to Hewlett-Packard in December 2002.

6.  ALLIANCE AGREEMENTS

     On May 3, 1999, we entered into an agreement with Cap Gemini Ernst & Young
LLP (CGEY), pursuant to which CGEY provided us with consulting and integration
services and sales and marketing support, to assist in the development and
market penetration of our viaLink services. In connection with this agreement,
we issued CGEY a warrant to purchase up to 1,000,000 shares of our common stock
at a price of $2.00 per share contingent upon our ability to register the common
stock underlying the warrant agreement. Additionally, we agreed to pay a royalty
of 7.0% of our service revenues to CGEY for a period of two years and, in the
event that at least ten "significant clients" of CGEY become subscribers to our
services during this two year period, we would have been obligated to continue
this royalty payment in perpetuity. CGEY will not receive any royalties for
services we provide to clients subject to the reporting requirements of the
federal securities laws for which it serves as the principal independent
auditor. As of the date of the issuance of the warrant, the warrant conversion
price was below the fair value of our stock. The fair value of this warrant was
recorded as an asset and an increase in additional paid in capital of $1.9
million. The fair value of the warrant at the measurement date was determined
using a Black-Scholes option pricing model with the following assumptions:
interest rate (zero-coupon U.S. government issued with a remaining life equal to
the expected term of the warrant) of 6.0%; a dividend yield of 0%; volatility
factor of the expected market price of our common stock of 100.4%; and
weighted-average expected life of the warrant of 1.5 years. The asset was
amortized over the service period as non-cash charges to our statement of
operations. On August 9, 1999, CGEY exercised warrants to purchase 250,000
shares of common stock resulting in gross proceeds received by us of $500,000.
On November 10, 1999, CGEY exercised warrants to purchase the remaining 750,000
shares of common stock resulting in gross proceeds received by us of $1.5
million. During 1999 and 2000, royalties under this agreement totaled $20,000
and

                                       F-12
<PAGE>
                              THE VIALINK COMPANY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

$96,000, respectively, and are included in selling and marketing expense.
Effective May 2001, we terminated our agreements with CGEY.

     On October 12, 1999, we entered into a strategic relationship with i2
Technologies, Inc. ("i2"), the primary focus of which was to integrate the
products and services of our two companies and to extend the solutions across
multiple industries. i2 will use our syncLink services to provide product, price
and promotion information to facilitate business processes between trading
partners using an Internet-accessible shared database. Our two companies agreed
to develop joint sales and marketing programs, and develop enhancements to the
viaLink services. Additionally, i2 invested $5.0 million in us in exchange for
895,536 shares of viaLink common stock and a warrant to purchase up to an
additional 746,268 shares of common stock at $6.70 per share, representing a
twenty percent (20%) premium over the market price of the stock at the time of
the agreement. The initial term of the agreement was to expire on December 31,
2003. The fair value of this warrant was recorded as an asset and an increase in
additional paid-in capital and resulted in non-cash charges to our statement of
operations during the term of the agreement. The fair value of the warrant at
the measurement date was determined using a Black-Scholes option pricing model
with the following assumptions: interest rate (zero-coupon U.S. government
issued with a remaining life equal to the expected term of the warrant) of
5.91%; a dividend yield of 0%; volatility factor of the expected market price of
our common stock of 101.6%; and weighted-average expected life of the warrant of
2.0 years. Additionally we agreed to pay i2 a royalty of five percent (5%) of
the syncLink and Chain Pricing subscription revenues during the period the
agreement is in place. We also agreed to pay a royalty, in addition to the five
percent, based upon subscription revenues received from new customers with whom
i2 had "significant involvement" in the sales process. i2 agreed to pay us a
royalty based upon revenues i2 received from providing syncLink and Chain
Pricing services outside of the consumer packaged goods industry. During 1999
and 2000, royalties under this agreement totaled $22,000 and $26,000,
respectively, and are included in selling and marketing expense. Effective
January 29, 2001, we terminated our agreements with i2.

7.  COMMON STOCK

     On November 29, 1999, our board of directors approved a two-for-one stock
split in the form of a dividend. The par value remained $0.001 per share. The
stock split was effective December 21, 1999 and is reflected in the per share
data in the accompanying financial statements and notes to the financial
statements.

     On March 1, 2000, our board of directors approved a two-for-one stock split
in the form of a dividend. The par value of the common stock remained $.001 per
share. The stock split was effective March 28, 2000 and is reflected in the per
share data in the accompanying financial statements and notes to the financial
statements.

     On March 22, 2000, we entered into a Securities Purchase Agreement pursuant
to which i2 Technologies, Inc., Hewlett-Packard Company and Millennium Partners,
L.P. paid us an aggregate of $6.0 million as consideration for (1) 200,403
shares of our common stock and (2) warrants to purchase 31,866 shares of our
common stock at an exercise price of $39.39 per share. The warrants can be
exercised at any time on or before March 24, 2003. Additionally, we issued
warrants to purchase 2,844 shares of our common stock at an exercise price of
$42.20 to an investment bank as partial compensation for services rendered to us
as our financial advisor in connection with that transaction. All of these
warrants contain anti-dilution protection provisions.

     On May 31, 2000, we entered into a Securities Purchase Agreement pursuant
to which RGC International Investors, LDC ("RGC") paid us an aggregate of $10.0
million as consideration for (1) 960,615 shares of our common stock and (2) a
warrant to purchase 768,492 shares of our common stock at initial exercise price
of $12.06 per share. The exercise price was subject to certain adjustments
                                       F-13
<PAGE>
                              THE VIALINK COMPANY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

based on the market price of our common stock. The warrants were exercised on
December 29, 2000, utilizing non-cash exercise provisions outlined in the
warrant agreement, and an acceleration of the market price adjustment, resulting
in the issuance of 984,945 shares to RGC. Upon closing of the transaction with
RGC, we issued a warrant to purchase 45,608 shares of our common stock at an
exercise price of $13.15 to an investment bank as partial compensation for
services rendered to us as our financial advisor in connection with that
transaction.

     On December 29, 2000, we entered into a Securities Purchase Agreement
pursuant to which RGC paid us an aggregate of $1.0 million as consideration for
333,333 shares of our common stock at a price of $3.00 per share.

     In December 1997, we entered into an agreement with Investor Awareness to
provide investor relations services. Subject to certain criteria in the
agreement, Investor Awareness would be granted an option to purchase 40,000
shares of our common stock at $1.5625 per share. On June 15, 2000, we entered
into a Settlement Agreement with Investor Awareness pursuant to which we issued
options to purchase 20,000 shares of our common stock to two principals of
Investor Awareness with an exercise price of $0.78125 and sold an aggregate of
20,000 additional shares of our common stock to these individuals as settlement
of a lawsuit alleging that we failed to issue the option under the terms of the
agreement. We recorded an expense of $185,000 included in general and
administrative expense for the year ended December 31, 2000, representing the
fair value the options issued.

     A reconciliation of the numerator and the denominator used in the
calculation of earnings (loss) per share is as follows:

<Table>
<Caption>
                                                  FOR THE YEAR ENDED DECEMBER 31,
                                             ------------------------------------------
                                                 1999           2000           2001
                                             ------------   ------------   ------------
<S>                                          <C>            <C>            <C>
Basic:
  Net loss applicable to common stock......  $(12,635,963)  $(39,129,104)  $(41,151,419)
  Weighted average common shares
     outstanding...........................    13,114,028     20,732,411     33,805,389
                                             ------------   ------------   ------------
          Net loss per share...............  $      (0.96)  $      (1.89)  $      (1.22)
                                             ============   ============   ============
Diluted:
  Net loss applicable to common stock......  $(12,635,963)  $(39,129,104)  $(41,151,419)
  Weighted average common shares
     Outstanding...........................    13,114,028     20,732,411     33,805,389
  Add: Net effect of dilutive potential
     shares................................            --             --             --
                                             ------------   ------------   ------------
                                               13,114,028     20,732,411     33,805,389
          Net loss per share...............  $      (0.96)  $      (1.89)  $      (1.22)
                                             ============   ============   ============
</Table>

     For the year ended December 31, 2001, options to purchase 14,814,031 shares
at a weighted average exercise price of $4.23, 25.5 million shares of common
stock to be issued upon the conversion of our Series B and Series C Preferred
Stock at an effective conversion price calculated at December 31, 2001 of $0.153
per share and warrants to purchase common shares at exercise prices in the
following table were outstanding, but were not included in the computation of
diluted earnings per share because the effect of

                                       F-14
<PAGE>
                              THE VIALINK COMPANY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

these outstanding options, stock issuable upon conversion of Preferred Stock and
warrants would be antidilutive.

<Table>
<Caption>
UNDERLYING COMMON SHARES   EXERCISE PRICE
------------------------   --------------
<S>                        <C>
       1,384,658               $ 0.10
         100,000                 0.15
         224,500                 0.16
       1,605,067                 0.30
       9,108,000                 0.40
          40,000                 1.50
          59,029                10.16
          43,164                29.19
           3,943                31.23
</Table>

     For the year ended December 31, 2000, options to purchase 11,189,720 shares
at a weighted average exercise price of $6.90 and warrants to purchase 40,000,
746,268, 45,608 and 34,538 shares of common stock at $1.50, $6.70, $13.15 and
$39.39, respectively, and 4,180,000 shares of common stock to be issued upon the
conversion of the note issued to Hewlett-Packard were outstanding, but were not
included in the computation of diluted earnings per share because the effect of
these outstanding options, warrants and stock issuable upon conversion of debt
would be antidilutive.

     For the year ended December 31, 1999, options to purchase 10,439,692 shares
at a weighted average exercise price of $4.35 and warrants to purchase 47,000
and 746,268 shares of common stock at $1.50 and $6.70, respectively, and
3,688,000 shares of common stock to be issued upon the conversion of the note
issued to Hewlett-Packard, were outstanding, but were not included in the
computation of diluted earnings per share because the effect of these
outstanding options, warrants and stock issuable upon conversion of debt would
be antidilutive.

     On October 4, 1999, we issued a Notice of Redemption to holders of our
redeemable common stock purchase warrants. All 3,680,000 redeemable stock
purchase warrants were exercised in 1999 and resulted in gross proceeds of $4.6
million to the Company during 1999.

8.  STOCK OPTION AND STOCK PURCHASE PLANS

     Stock Purchase Plan -- We established The viaLink Company Employee Stock
Purchase Plan on April 1, 1997. At our 1999 annual meeting our stockholders
approved the adoption of the 1999 Employee Stock Purchase Plan which replaced
the predecessor Employee Stock Purchase Plan as of July 1, 1999. The 1999 Stock
Purchase Plan provides eligible employees of viaLink with the opportunity to
acquire a proprietary interest in viaLink through participation in a payroll
deduction based employee stock purchase plan designed to operate in compliance
with Section 423 of the Internal Revenue Code. The price will be 85 percent of
the per share fair market value on either the granting date or the exercise
date, whichever market value is lower. The number of shares of common stock
authorized and reserved for issuance under the Plan is 800,000 shares. For the
years ended December 31, 1999, 2000 and 2001: 12,244, 42,561 and 191,250 shares,
respectively, of common stock have been purchased under the stock purchase plan.

     Stock Option and Grant Plans -- We adopted The viaLink Company 1995 Stock
Option Plan in March 1995 and amended the 1995 Plan on April 30, 1996 and
September 1, 1998. The 1995 Plan was replaced by The viaLink Company 1999 Stock
Option/Stock Issuance Plan in May 1999. While we may no longer grant options
pursuant to the 1995 Plan, options granted under the 1995 Plan remain
outstanding. The 1995 Plan provided for the issuance of incentive stock options
and non-incentive stock

                                       F-15
<PAGE>
                              THE VIALINK COMPANY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

options to attract, retain and motivate management, directors, professional
employees, professional non-employee service providers and other individuals who
have benefited or could benefit the Company.

     The viaLink Company 1998 Non-Qualified Stock Option Plan was adopted on
February 9, 1998, and amended effective September 1, 1998. The Non-Qualified
Plan was replaced by the 1999 Stock Option/ Stock Issuance Plan in May 1999.
Although the Company may no longer grant options pursuant to the Non-Qualified
Plan, options granted under the Non-Qualified Plan remain outstanding.

     At our 1999 annual meeting, our stockholders approved the adoption of The
viaLink Company 1999 Stock Option/Stock Issuance Plan to attract and retain the
services of individuals essential to the Company's long-term growth and
financial success. Our officers and other key employees, non-employee board
members and consultants and other advisors are eligible to receive option grants
under the 1999 Plan.

     We have reserved 25,500,000 shares of our common stock for issuance over
the ten year term of the 1999 Plan, including shares initially reserved under
the predecessor plans. This share reserve will automatically be increased on the
first trading day of each calendar year, beginning with the 2000 calendar year,
by an amount equal to 5% of the shares of common stock outstanding on the last
trading day of the immediately preceding calendar year, but in no event will
such annual increase exceed 500,000 shares. Options may be granted under the
1999 Plan at an exercise price per share not less than the fair market value per
share of common stock on the option grant date.

     We apply SFAS No. 123 and related interpretations in accounting for its
stock options granted to non-employee consultants and service providers. The
fair value of the options granted are recorded as an operating expense and an
increase in additional paid in capital over the term of the service agreement.
The fair value of each option grant was determined using Black-Scholes option
pricing model with the following assumptions used during 2000: interest rate
(zero-coupon U.S. government issued with a remaining life equal to the expected
term of each option) of 6.34%; a dividend yield of 0%; volatility factors of the
expected market price of our common stock ranging from 101% to 156%; and
weighted-average expected life ranging from 1.5 to 2.5 years. During 2000, we
granted options to purchase 30,000, 16,000, 10,000, 50,000 and 74,000 shares at
exercise prices per share of $8.31, $8.91, $9.06, $17.50 and $40.25,
respectively. The expense recorded for these options is based upon the fair
value for each grant at each financial statement date until the measurement date
occurs. Stock compensation expense of $425,000 and $3,000 is included in the
statement of operations for all grants to non-employee consultants and service
providers for 2000 and 2001, respectively.

     We apply APB Opinion No. 25, Accounting for Stock Issued to Employees, and
related interpretations in accounting for its employee stock options. APB No. 25
requires compensation expense be recorded for any excess of the market value of
the underlying stock over the option price on the measurement date. During May
1999, we granted options for 2,540,000 and 360,000 shares at exercise prices per
share of $3.61 and $3.13, respectively, compared to the market price of $4.25 on
the date of grant. The excess of the market value over the exercise price is
being amortized over the vesting period. Stock compensation expense of $0.8
million, $1.9 million and $0.6 million, respectively, is included in the 1999,
2000 and 2001 statement of operations for these grants representing the portion
of the service period in 1999, 2000 and 2001. The exercise price equaled the
market price at the date of grant for all other option grants during 1999, 2000
and 2001 and no compensation expense has been recognized for all other grants to
employees and directors in 1999, 2000 and 2001.

     Pro forma information regarding net income and earnings per share is
required by and has been determined as if we had accounted for its employee
stock options under the fair value method defined by SFAS No. 123. The fair
value for these options was estimated at the date of grant using a Black-Scholes
option pricing model with the following weighted-average assumptions for fiscal
year 1999, 2000 and 2001,

                                       F-16
<PAGE>
                              THE VIALINK COMPANY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

respectively: interest rates (zero-coupon U.S. government issued with a
remaining life equal to the expected term of the options) of 5.56%, 5.6% to 6.3%
and 4.5%; dividend yields of 0.0%; volatility factors of expected market price
of our common stock of 101% for 1999, 112% to 157% in 2000 and 156% to 177% in
2001; and weighted-average expected life of the options of 2.5 years in 1999,
2000 and 2001. The weighted average grant date fair value per share for options
granted to employees during 1999, 2000 and 2001 was $9.28, $12.45 and $0.50,
respectively.

     The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options, which have no vesting restrictions
and are fully transferable. In addition, option valuation models require the
input of highly subjective assumptions including the expected stock price
volatility. Because our stock options have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of its stock options.

     Our historical and pro forma information is as follows for the years ended
December 31:

<Table>
<Caption>
                                                 1999           2000           2001
                                             ------------   ------------   ------------
<S>                                          <C>            <C>            <C>
Net loss applicable to common stock, as
  reported.................................  $(12,635,963)  $(39,129,104)  $(41,151,419)
Pro forma-diluted..........................  $(16,563,728)  $(65,941,540)  $(61,573,451)
Net loss per share-diluted, as reported....  $      (0.96)  $      (1.89)  $      (1.22)
Pro forma-diluted..........................  $      (1.26)  $      (3.18)  $      (1.82)
</Table>

     A summary of our stock option activity and related information follows for
the years ended December 31, 1999, 2000 and 2001:

<Table>
<Caption>
                                                                              WEIGHTED
                                                              NUMBER OF       AVERAGE
                                                                SHARES     EXERCISE PRICE
                                                              ----------   --------------
<S>                                                           <C>          <C>
Outstanding at December 31, 1998............................   6,637,552       $0.89
  Granted...................................................   6,120,000        6.88
  Exercised.................................................  (1,956,440)       0.92
  Canceled..................................................    (361,420)       2.21
                                                              ----------
Outstanding at December 31, 1999............................  10,439,692        4.35
  Granted...................................................   2,494,000       17.44
  Exercised.................................................    (582,804)       1.36
  Canceled..................................................  (1,161,168)       9.37
                                                              ----------
Outstanding at December 31, 2000............................  11,189,720        6.90
  Granted...................................................   6,011,370        0.68
  Exercised.................................................    (124,480)       1.57
  Canceled..................................................  (2,262,579)       9.08
                                                              ----------
Outstanding at December 31, 2001............................  14,814,031       $4.23
                                                              ==========       =====
</Table>

                                       F-17
<PAGE>
                              THE VIALINK COMPANY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The following table summarizes information about stock options outstanding
at December 31, 2001:

<Table>
<Caption>
                                         OPTIONS OUTSTANDING            OPTIONS EXERCISABLE
                                  ----------------------------------   ----------------------
                                                WEIGHTED   WEIGHTED                  WEIGHTED
                                                AVERAGE     AVERAGE                  AVERAGE
                                                EXERCISE   REMAINING                 EXERCISE
RANGE OF EXERCISE PRICE           OUTSTANDING    PRICE       LIFE      EXERCISABLE    PRICE
-----------------------           -----------   --------   ---------   -----------   --------
<S>                               <C>           <C>        <C>         <C>           <C>
$0.25 to $0.27..................   4,304,050     $ 0.26    9.6 years    1,001,836     $ 0.27
$0.45...........................       3,936     $ 0.45    4.2 years        3,936     $ 0.45
$0.59...........................      96,000     $ 0.59    9.6 years           --         --
$0.75 to $0.83..................   3,329,714     $ 0.79    6.6 years    3,329,714     $ 0.79
$0.97 to $1.04..................     550,600     $ 1.03    8.5 years       95,600     $ 0.97
$1.60...........................     241,000     $ 1.60    9.5 years           --         --
$2.25...........................      60,000     $ 2.25    7.0 years       60,000     $ 2.25
$2.94 to $3.13..................     654,500     $ 3.00    8.4 years      444,500     $ 3.02
$3.46...........................      36,000     $ 3.46    9.0 years           --         --
$3.60 to $3.82..................   2,467,582     $ 3.64    7.0 years    1,696,906     $ 3.64
$5.56 to $6.06..................     641,664     $ 5.80    8.0 years      331,660     $ 5.87
$8.90 to $9.06..................     474,497     $ 8.91    8.7 years      185,819     $ 8.91
$10.06..........................     219,497     $10.06    8.4 years       89,161     $10.06
$14.13 to $15.22................   1,088,327     $15.09    8.0 years      873,645     $15.17
$17.50..........................     270,000     $17.50    8.0 years      129,998     $17.50
$40.25..........................     376,664     $40.25    8.2 years      149,996     $40.25
                                  ----------                            ---------     ------
At December 31, 2001............  14,814,031                            8,392,771     $ 4.23
                                  ==========                            =========     ======
At December 31, 2000............  11,189,720                            4,598,579     $ 3.77
                                  ==========                            =========     ======
At December 31, 1999............  10,439,692                            1,697,688     $ 0.91
                                  ==========                            =========     ======
</Table>

9.  INCOME TAXES

     The differences in federal income taxes at the statutory rate and the
provision for income taxes for the years ended December 31, 1999, 2000, and 2001
are as follows:

<Table>
<Caption>
                                                  1999           2000          2001
                                               -----------   ------------   -----------
<S>                                            <C>           <C>            <C>
Income tax expense (benefit) at federal
  statutory rate.............................  $(4,296,227)  $(13,303,895)  $(8,318,788)
State income taxes...........................     (505,439)    (1,565,164)     (978,681)
Reduction of valuation allowance credited to
  Additional paid-in capital.................    3,802,458             --     1,296,938
Benefit of net operating loss carryforwards
  not Recognized.............................    1,012,326     14,766,373     7,356,540
Change in valuation allowance for current
  year temporary differences.................           --             --       624,509
Other........................................      (13,118)       102,686        19,482
                                               -----------   ------------   -----------
Provision for income taxes...................  $        --   $         --   $        --
                                               ===========   ============   ===========
</Table>

                                       F-18
<PAGE>
                              THE VIALINK COMPANY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Deferred tax assets (liabilities) are comprised of the following:

<Table>
<Caption>
                                                                  DECEMBER 31,
                                                           ---------------------------
                                                               2000           2001
                                                           ------------   ------------
<S>                                                        <C>            <C>
Deferred tax assets:
  Allowance for doubtful accounts........................  $     60,196   $     38,000
  Compensated absences...................................        76,877         85,813
  Tax credit carryforwards...............................        30,178         30,178
  Depreciation and amortization..........................       207,348        213,893
  Net operating loss carryforwards.......................    19,549,389     26,905,929
                                                           ------------   ------------
                                                             19,923,988     27,273,813
Deferred tax liabilities:
  Deferred service fees..................................      (396,289)            --
  Discount on long-term debt.............................            --             --
  Software development costs.............................      (613,773)      (378,838)
  Depreciation and amortization..........................            --             --
                                                           ------------   ------------
Net deferred tax asset, before valuation allowance.......    18,913,926     26,894,975
Valuation allowance......................................   (18,913,926)   (26,894,975)
                                                           ------------   ------------
Net deferred tax asset...................................  $         --   $         --
                                                           ============   ============
</Table>

     The discount recognized in 1999 for the value of the beneficial conversion
feature in the note payable to Hewlett-Packard, and the assets recognized in
1999 for the value of the warrants issued to Cap Gemini Ernst & Young LLP and i2
Technologies, Inc. were not recognized for income tax purposes. Accordingly, we
established deferred tax liabilities totaling approximately $3.8 million for
these temporary differences by reducing the amount recorded as additional paid
in capital for the value of the beneficial conversion feature and the warrants.
These deferred tax liabilities were used to support the recoverability of an
equivalent amount of deferred tax assets, thereby reducing the amount of
valuation allowance. The benefit of this reduction in the valuation allowances
was recognized as additional paid-in capital.

     Our tax deduction for stock-based compensation in 1999, 2000 and 2001
exceeds the cumulative expense for those options and warrants recognized for
financial reporting purposes by approximately $6.9 million. This excess
deduction is a component of the net operating loss carryforwards for which a
deferred tax asset and corresponding valuation allowance of approximately $2.6
million have been recognized at December 31, 2001. When the net operating loss
carryforwards are utilized for financial reporting purposes, this portion of the
benefit will be credited directly to additional paid in capital.

     At December 31, 2001, we had net operating loss ("NOL") carryforwards for
federal and state purposes of approximately $70.8 million and $71.2 million,
respectively, and other carryforwards of approximately $79,000. The Federal and
State NOL carryforwards begin to expire in 2011.

     SFAS 109 requires that we record a valuation allowance when it is more
likely than not that some portion or all of the deferred tax assets will not be
realized. The ultimate realization of the deferred tax asset depends on our
ability to generate sufficient taxable income in the future. We have recognized
a full valuation allowance for the amount of net deferred tax asset at December
31, 2000 and 2001 since the we resemble a development stage company and have no
history of profitability without the consulting assets that were sold in 1998.

                                       F-19
<PAGE>
                              THE VIALINK COMPANY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Our ability to utilize the NOL carryforward to reduce future taxable income
may be limited upon occurrence of certain capital stock transactions during any
three-year period resulting in an aggregate ownership change of more than 50%.

10.  COMMITMENTS AND CONTINGENCIES

     We lease our office and storage space under operating leases. The terms
range from month-to-month up to ten years and include options to renew. We also
lease office and computer equipment under various non-cancelable lease
agreements. Total rental expense in 1999, 2000 and 2001 for all leases was
$460,000, $1,039,000, and $1,705,000, respectively.

     Future minimum lease payments under non-cancelable operating leases at
December 31, 2001 follows:

<Table>
<Caption>
                                                              OPERATING
                                                                LEASES
                                                              ----------
<S>                                                           <C>
2002........................................................  $3,890,000
2003........................................................   1,637,000
2004........................................................     837,000
2005........................................................     834,000
2006........................................................     407,000
Thereafter..................................................          --
                                                              ----------
Future minimum lease payments...............................  $7,605,000
                                                              ==========
</Table>

     We currently have a lease for our previous corporate headquarters under a
ten-year lease expiring on June 30, 2006. We currently have subleases for
approximately 18,000 square feet of the 30,000 square foot office facility for
monthly rental payments of approximately $18,500. We no longer occupy any of
this facility and we are pursuing other sub-tenants to reduce our future cash
obligations under this lease. During 2001, we recognized an expense equal to our
remaining obligation for abandoning this property of approximately $592,000.

     Future minimum lease payments have not been reduced by future minimum
sub-lease rentals of approximately $0.8 million under operating leases, with
terms through 2005.

     The future minimum lease payments for 2002 includes $1.8 million for
payments to Hewlett-Packard under our lease let-out obligation as more fully
discussed in footnote 5.

11.  RETIREMENT PLAN

     We have a profit sharing plan (the "Plan") for certain eligible employees
who have attained the age of 18 and completed one year of service. Under the
Plan, employer contributions are made at management's discretion. Participants
may contribute up to 6% of earnings as eligible contributions and up to 15% of
earnings in total for any Plan year. Our discretionary matching percentage is up
to 100% of each participant's total eligible contributions for a year. The
Company made no contributions in 1999, 2000, or 2001.

12.  PREFERRED STOCK

     On February 2-7, 2001 we entered into a series of agreements pursuant to
which investors paid us an aggregate of $10,018,250 in consideration for (1)
3,643 shares of our Series A Convertible Participating Preferred Stock
convertible into shares of our common stock at an initial conversion price of
$2.75 per share and (2) Series A Warrants to purchase up to 3,643,000 shares of
our common stock at initial exercise price of $3.75 per share. On March 30,
2001, we received approval of our stockholders with

                                       F-20
<PAGE>
                              THE VIALINK COMPANY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

respect to the issuance as required by NASD Rule 4350. The conversion price of
the Series A Preferred Stock is subject to certain adjustments. On September 30,
2001, the conversion price of the Series A Preferred Stock was adjusted per the
terms of our Certificate of Designation to $1.925 per share.

     After the May 29, 2001, effectiveness of the registration statement
covering the resale of the underlying common stock, one of the investors (1)
received a Series B Warrant to purchase up to 666,667 shares of our common stock
at an initial exercise price of $3.00 per share and (2) invested an additional
$1,999,250 in consideration for 727 shares of preferred stock and a Series A
Warrant to purchase up to 727,000 shares of our common stock. In July 2001 we
entered into transactions with the holder of the Series B Warrants pursuant to
which the terms of the Series B Warrants were modified and the outstanding
Series B Warrants were subsequently exercised. After the above-described
transaction, no Series B Warrants remain outstanding.

     Certain of our executive officers agreed to pay us an aggregate of $761,750
in consideration for 277 shares of preferred stock and Series A Warrants to
purchase 277,000 shares of our common stock. The investment by these officers
was contingent upon approval by our stockholders of the issuance as required by
NASD Rule 4350, which was obtained on March 30, 2001.

     As compensation for services rendered to us by our financial advisor in
connection with the transaction, we issued (1) Placement Agent Warrants to
purchase 464,700 shares of our common stock at an exercise price of $3.75 per
share, (2) Placement Agent Warrants to purchase 66,667 shares of our common
stock at an exercise price of $3.00 per share and (3) Placement Agent Warrants
to purchase 464,700 shares of our common stock at an exercise price of $2.75 per
share.

     The proceeds from issuance of the Series A Convertible Participating
Preferred Stock and the Series A Warrants were allocated to each instrument
based on their relative fair values. Additionally, the Series A Convertible
Preferred Stock includes a beneficial conversion ratio at the issuance date. The
fair value of the Warrants and the intrinsic value of the beneficial conversion
ratio, limited to the amount of proceeds, are deemed a dividend to holders of
the Preferred Stock. The Warrants are exercisable and the Preferred Stock is
convertible immediately. The sum of the relative fair value of the Series A
Warrants and the intrinsic value of the beneficial conversion ratio of the
Series A Convertible Participating Preferred Stock was determined to be in
excess of the total proceeds received by the Company; therefore, the entire
$12,779,250 in proceeds is considered a non-cash dividend to the Series A
Convertible Participating Preferred Stock shareholders recorded at the date of
issuance and included in the determination of net loss applicable to common
stock for the first quarter and second quarter of 2001. The dividend from
issuance through conversion was recorded at the stated dividend of 6.0% per
year.

     In October 2001, we entered into agreements with the holders of our Series
A Preferred Stock pursuant to which the terms of the Series A Preferred Stock
were modified to include an adjustment of the conversion price from $0.9625 to
$0.82, the in-kind pre-payment of the present value of future premiums and an
adjustment of the Series A Warrant Exercise price to $0.10 per share if such
warrants were exercised prior to October 31, 2001 and $0.30 if exercised
thereafter. During October 2001, 2.8 million shares of our common stock were
issued upon exercise of these warrants at $0.10 per share. Warrants to purchase
1.3 million shares at $0.30 remained unexercised at December 31, 2001. All
Series A Preferred Stock was converted into common stock during 2001.

     On November 7, 2001 we filed a prospectus supplement, pursuant to which, we
offered 150 Shares of our Series B Convertible Preferred Stock and Warrants to
purchase 2,500,000 shares of our common stock to SDS Merchant Fund, L.P.
("SDS"). The Series B Convertible Preferred Stock, par value $.001 per share, is
convertible into shares of our common stock in the manner, and upon the terms,
provisions and conditions set forth in the Certificate of Designation of the
Preferred Stock. The conversion price of the Series B Convertible Preferred
Stock is subject to certain adjustments under the terms of the Certificate of

                                       F-21
<PAGE>
                              THE VIALINK COMPANY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Designation. The proceeds from issuance of the Series B Convertible
Participating Preferred Stock and Warrant issued to SDS have been allocated to
each instrument based on their relative fair values. Additionally, the Series B
Convertible Preferred Stock includes a beneficial conversion ratio at the
issuance date. The fair value of the Warrants and the intrinsic value of the
beneficial conversion ratio, limited to the amount of proceeds, has been deemed
a dividend to holders of the Preferred Stock and has been considered a non-cash
dividend to the Series B Convertible Preferred Stock shareholders recorded at
the date of issuance and is included in the determination of net loss applicable
to common stock for 2001. During 2001, SDS converted $600,000 of Series B
Preferred Stock into 3.0 million shares of common stock. At December 31, 2001,
$900,000 Series B Convertible stock remains outstanding and is immediately
convertible into common stock at the option of the holder.

     On December 28, 2001 we filed a prospectus supplement, pursuant to which,
we offered 300 Shares of our Series C Convertible Preferred Stock and Warrants
to purchase 9,000,000 shares of our common stock to SDS Merchant Fund, L.P. and
other purchasers (collectively the "purchasers"). The Series C Convertible
Preferred Stock, par value $.001 per share, is convertible into shares of our
common stock in the manner, and upon the terms, provisions and conditions set
forth in the Certificate of Designation of the Preferred Stock. The conversion
price of the Series C Convertible Preferred Stock is subject to certain
adjustments under the terms of the Certificate of Designation. The proceeds from
issuance of the Series C Convertible Participating Preferred Stock and Warrant
issued has been allocated to each instrument based on their relative fair
values. Additionally, the Series C Convertible Preferred Stock includes a
beneficial conversion ratio at the issuance date. The fair value of the Warrants
and the intrinsic value of the beneficial conversion ratio has been deemed a
dividend to holders of the Preferred Stock and is considered a non-cash dividend
to the Series C Convertible Preferred Stock shareholders recorded at the date of
issuance and has been included in the determination of net loss applicable to
common stock for 2001.

     The Certificate of Designation for the Series B and Series C Preferred
stock includes certain provisions and conditions for redemption if certain
significant events occur, including a change of control. The provisions allow
the holders to redeem the Preferred Stock for the greater of the liquidation
preference or the product of the number of shares issuable at the current market
price and the Closing Bid Price of the Common Stock on the trading day
immediately preceding an event that causes redemption. As such we have
classified the amounts as redeemable preferred stock on the balance sheet at
December 31, 2001 and the amounts will be excluded from the calculation of
stockholders' equity until converted into common stock.

     The Series B and Series C Preferred Stock include provisions that in the
event of the liquidation, dissolution or winding up of the affairs of the
Company, whether voluntary or involuntary, that the holders of the Series B and
Series C Preferred Stock shall be entitled to receive, out of the assets of the
company, an amount equal to $10,000 per share of Preferred Stock plus any
accrued and unpaid dividends. Such payment would be made prior to any
distribution to the holders of Common Stock. At December 31, 2001, the carrying
value of the Series B and Series C Preferred stock is equal to this liquidation
preference.

                                       F-22
<PAGE>
                              THE VIALINK COMPANY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

13.  SELECTED QUARTERLY DATA

     Selected unaudited quarterly data are as follows:

<Table>
<Caption>
                                                             2001
                                  ----------------------------------------------------------
                                   MARCH 31,       JUNE 30,     SEPTEMBER 30,   DECEMBER 31,
                                  ------------   ------------   -------------   ------------
<S>                               <C>            <C>            <C>             <C>
Revenues........................  $  1,081,398   $    875,577    $   744,939    $   750,578
Loss from operations............    (7,467,237)    (7,291,311)    (5,939,526)    (2,760,110)
Extraordinary loss on
  modification of debt..........            --     (2,927,773)            --             --
Extraordinary gain on
  extinguishment of debt........            --             --             --      2,296,022
Net loss........................    (7,569,433)   (10,394,755)    (6,011,363)      (491,472)
Net loss applicable to common
  stock.........................   (18,279,309)   (12,717,983)    (6,158,824)    (3,995,303)
          Net loss applicable to
            common stock per
            share...............  $      (0.80)  $      (0.51)   $     (0.21)   $     (0.07)
</Table>

<Table>
<Caption>
                                                             2000
                                  ----------------------------------------------------------
                                   MARCH 31,       JUNE 30,     SEPTEMBER 30,   DECEMBER 31,
                                  ------------   ------------   -------------   ------------
<S>                               <C>            <C>            <C>             <C>
Revenues........................  $    316,702   $    333,311    $   370,001    $   601,423
Loss from operations............   (10,187,360)    (9,226,229)    (9,449,468)    (8,010,557)
Net loss........................   (11,168,513)   (10,071,949)    (9,786,482)    (8,102,160)
Net loss applicable to common
  stock.........................   (11,168,513)   (10,071,949)    (9,786,482)    (8,102,160)
          Net loss applicable to
            common stock per
            share...............  $      (0.57)  $      (0.49)   $     (0.46)   $     (0.38)
</Table>

14.  SUBSEQUENT EVENT

     On March 25, 2001 we filed a prospectus supplement, pursuant to which, we
offered 400 Shares of our Series C Convertible Preferred Stock and Warrants to
purchase 2,166,672 shares of our common stock to SDS Merchant Fund, L.P. and
other purchasers representing the second closing under our purchase agreement
entered into on December 28, 2001. We completed this sale of Series C preferred
stock on March 26, 2002. The Series C Convertible Preferred Stock, par value
$.001 per share, is convertible into shares of our common stock in the manner,
and upon the terms, provisions and conditions set forth in the Certificate of
Designation of the Preferred Stock. The conversion price of the Series C
Convertible Preferred Stock is subject to certain adjustments under the terms of
the Certificate of Designation. The proceeds of $4.0 million from issuance of
the Series C Convertible Participating Preferred Stock and Warrant issued will
be allocated to each instrument based on their relative fair values.
Additionally, the Series C Convertible Preferred Stock includes a beneficial
conversion ratio at the issuance date. The fair value of the Warrants and the
intrinsic value of the beneficial conversion ratio will be deemed a dividend to
holders of the Preferred Stock and considered a non-cash dividend to the Series
C Convertible Preferred Stock shareholders recorded during the first quarter of
2002 and will be included in the determination of net loss applicable to common
stock.

                                       F-23
<PAGE>

                               INDEX TO EXHIBITS

<Table>
<Caption>
EXHIBIT
 NUMBER                                 DESCRIPTION
-------                                 -----------
<S>        <C>  <C>
 4.1(1)     --  Form of Series A Convertible Participating Preferred Stock
                Certificate.
 4.2(1)     --  Designations, Preferences and Rights of Series A Convertible
                Participating Preferred Stock of The viaLink Company.
 4.3(1)     --  Form of Series A Warrant.
 4.4(1)     --  Series B Warrant Dated February 7, 2001 by The viaLink
                Company in favor of Velocity Investment Partners Ltd.
 4.5(1)     --  Form of Registration Rights Agreement by and among The
                viaLink Company and certain investors.
 4.6(3)     --  Purchase Agreement entered into by and between The viaLink
                Company and SDS Merchant Fund, L.P.
 4.7(3)     --  Certificate of Designation of the Relative Rights and
                Preferences of the Series B Convertible Preferred Stock of
                The viaLink Company.
 4.8(3)     --  Warrant to Purchase Shares of Common Stock of The viaLink
                Company.
 4.9(4)     --  Form of purchase Agreement entered into by and between The
                viaLink Company and each of the Purchasers.
 4.10(4)    --  Certificate of Designation of the Relative Rights and
                Preferences of the Series C Convertible Preferred Stock of
                The viaLink Company.
 4.11(4)    --  Form of Series A Warrant to Purchase Shares of Common Stock
                of The viaLink Company.
 4.12(4)    --  Series B Warrant to Purchase Shares of Common Stock of The
                viaLink Company.
10.1(1)     --  Securities Purchase Agreement dated as of February 2, 2001
                by and between The viaLink Company and Velocity Investment
                Partners Ltd.
10.2(1)     --  Form of Securities Purchase Agreement by and between The
                viaLink Company and certain investors.
10.3(2)     --  Secured Convertible Promissory Note dated as of April 10,
                2001 issued by the Registrant in favor of Hewlett-Packard
                Company.
10.4(2)     --  Lock-up Agreement dated April 10, 2001 by and between the
                Registrant and Hewlett-Packard Company.
23.1        --  Consent of KPMG LLP.
99.1(5)     --  Termination of Employment Agreement entered into by and
                between The viaLink Company and Lewis B. Kilbourne.
99.2(5)     --  Separation Agreement entered into by and between viaLink
                International, Inc. and Chris Riley.
99.3(5)     --  Settlement, Amendment, and Mutual Release Agreement made as
                of November 13, 2001 between Hewlett-Packard Company and The
                viaLink Company.
</Table>

---------------

(1) Incorporated herein by reference to the Registrant's Current Report on Form
    8-K dated February 7, 2001.

(2) Incorporated herein by reference to the Registrant's Registration Statement
    on Form S-3 filed May 25, 2001.

(3) Incorporated herein by reference to the Registrant's Current Report on Form
    8-K dated November 7, 2001.

(4) Incorporated herein by reference to the Registrant's Current Report on Form
    8-K dated January 2, 2002.

(5) Incorporated herein by reference to the Registrant's Quarterly Report on
    Form 10-QSB for the quarter ended September 30, 2001.