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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the period ended September 30, 2000
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to _____
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Commission File Number: 001-11747
THE ASHTON TECHNOLOGY GROUP, INC.
Delaware 22-6650372
(State of incorporation) (I.R.S. Employer
Identification No.)
1835 MARKET STREET, SUITE 420
PHILADELPHIA, PENNSYLVANIA 19103
(215) 789-3300
1900 MARKET STREET, SUITE 701
PHILADELPHIA, PENNSYLVANIA 19103
(215)751-1900
(Former address of principal executive offices)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
-----
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the last practical date:
Common Stock $.01 par value 28,943,763
(Title of Class) (No. of shares as
of October 31, 2000)
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THE ASHTON TECHNOLOGY GROUP, INC.
INDEX
<TABLE>
<CAPTION>
<S> <C>
PART I - FINANCIAL INFORMATION PAGE
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets - September 30, 2000 and March 31, 2000...... 4
Consolidated Statements of Operations -
For the Three and Six Months Ended September 30, 2000 and 1999........... 5
Consolidated Statements of Cash Flows -
For the Six Months Ended September 30, 2000 and 1999..................... 6
Notes to Consolidated Financial Statements............................... 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations..................................................... 17
Item 3. Quantitative and Qualitative Disclosure of Market Risk.................... 24
PART II - OTHER INFORMATION
Item 1. Legal Proceedings......................................................... 24
Item 2. Changes in Securities and Use of Proceeds................................. 24
Item 3. Defaults Upon Senior Securities........................................... 24
Item 4. Submission of Matters to a Vote of Security Holders....................... 24
Item 5. Other Information......................................................... 25
Item 6. Exhibits and Reports on Form 8-K.......................................... 25
Signatures.......................................................................... 26
</TABLE>
2
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PART I - FINANCIAL INFORMATION
FORWARD-LOOKING STATEMENTS
Certain statements in this Form 10-Q constitute "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and the Private Securities Litigation Reform Act of
1995. Such forward-looking statements involve known and unknown risks,
uncertainties and other important factors that could cause the actual results,
performance or achievements of the Company to differ materially from any future
results, performance or achievements expressed or implied by such forward-
looking statements. Such risks, uncertainties and other important factors
include, among others: dependence on arrangements with self-regulatory
organizations; dependence on proprietary technology; ability to successfully
operate the Company's volume-weighted average price trading system
("eVWAP(TM)"); technological changes and costs of technology; industry trends;
competition; ability to develop markets; changes in business strategy or
development plans; availability, terms and deployment of capital; availability
of qualified personnel; changes in government regulation; general economic and
business conditions; and other factors referenced in this Form 10-Q. For
discussion of the factors that might cause performance of the Company to differ
from expected results, see Item 2: Management's Discussion and Analysis of
Financial Condition and Results of Operations and the Company's other periodic
reports and registration statements filed with the Securities Exchange
Commission (the "SEC" or "Commission").
3
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ITEM 1. FINANCIAL STATEMENTS
THE ASHTON TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, March 31,
2000 2000
(Unaudited) (Audited)
-------------- ---------------
<S> <C> <C>
Assets
Cash and cash equivalents.................................................... $ 8,099,374 $ 15,365,439
Securities available-for-sale................................................ 9,954,400 9,906,220
Accounts receivable and other current assets................................. 775,990 446,066
Due from broker-dealer....................................................... - 2,000,000
Current portion of notes receivable.......................................... 2,496,255 121,845
-------------- ---------------
Total current assets............................................... 21,326,019 27,839,570
Notes receivable, net of current portion..................................... 171,356 605,172
Property and equipment, net of accumulated depreciation...................... 1,802,122 944,292
Exchange memberships......................................................... 356,652 266,652
Investments in affiliates.................................................... 452,669 1,090,508
Intangible assets, net of accumulated amortization........................... - 19,521
Other assets................................................................. 163,351 258,196
-------------- ---------------
Total assets....................................................... $ 24,272,169 $ 31,023,911
============== ===============
Liabilities and Stockholders' Equity
Accounts payable and accrued expenses........................................ $ 1,270,044 861,304
Other liabilities............................................................ 43,614 -
-------------- ---------------
Total liabilities............................................................ 1,313,658 861,304
Minority Interest............................................................ 5,000,000 5,000,000
Commitments and contingencies
Preferred Stock - shares authorized: 3,000,000
590,000 shares designated as Series B - (liquidation preference $10 per
share); shares issued and outstanding; 56,700 and 64,200................. 567,000 642,000
20,000 shares designated as Series F $.01 par value - (liquidation
preference equals stated value of $1,000 per share); shares issued and
outstanding; 6,000 and 8,000............................................. 6,000,000 8,000,000
Common stock - par value $.01; shares authorized: 100,000,000 and
60,000,000; Shares issued and outstanding; 28,928,763 and 28,118,594....... 289,287 281,186
Additional paid-in capital................................................... 67,207,853 64,294,258
Accumulated deficit.......................................................... (56,062,088) (47,981,286)
Accumulated other comprehensive loss......................................... (43,541) (73,551)
-------------- ---------------
Total stockholders' equity......................................... 17,958,511 25,162,607
-------------- ---------------
Total liabilities and stockholders' equity......................... $ 24,272,169 $ 31,023,911
============== ===============
</TABLE>
See accompanying notes to consolidated financial statements
4
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The Ashton Technology Group, Inc. and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
September 30, September 30,
-------------------------- --------------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
----------- ----------- -----------
Revenues................................................ $ 37,778 $ 1,057,508 $ 83,895 $ 1,879,547
----------- ----------- ----------- -----------
Expenses:
Costs of revenues..................................... - 71,442 - 130,630
Development costs..................................... - 47,915 - 95,592
Depreciation and amortization......................... 156,264 275,416 274,930 413,084
Non-cash compensation charges......................... 10,027 135,989 20,054 285,208
Loss on trading activities............................ 154,702 -- 519,317 --
Selling, general and administrative................... 3,837,429 5,070,154 6,691,772 8,359,408
----------- ----------- ----------- -----------
Total expenses .............................. 4,158,422 5,600,916 7,506,073 9,283,922
----------- ----------- ----------- -----------
Loss from operations.................................... (4,120,644) (4,543,408) (7,422,178) (7,404,375)
----------- ----------- ----------- -----------
Interest income....................................... 368,362 264,966 767,843 352,896
Interest expense...................................... (863) -- (7,985) --
Other expense......................................... (106,875) (416,632) (106,875) (416,632)
Equity in loss of affiliates.......................... (432,852) -- (637,839) --
----------- ----------- ----------- -----------
Net loss................................................ $(4,292,872) $(4,695,074) $(7,407,034) $(7,468,111)
=========== =========== =========== ===========
Dividends attributed to preferred stock................. (178,987) (800,630) (397,728) (800,630)
Dividends in arrears on preferred stock................. (142,541) (231,557) (277,171) (231,557)
----------- ----------- ----------- -----------
Net loss applicable to common stock..................... $(4,614,400) $(5,727,261) $(8,081,933) $(8,500,298)
=========== =========== =========== ===========
Net loss per common share - basic and diluted........... $ (0.16) $ (0.24) $ (0.28) $ (0.37)
============ =========== =========== ===========
Weighted average number of common shares
outstanding............................................ 28,642,880 24,420,929 28,405,330 23,276,653
============ =========== =========== ===========
</TABLE>
See accompanying notes to consolidated financial statements
5
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THE ASHTON TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
<TABLE>
<CAPTION>
Six Months Ended September 30,
-------------------------------------------
2000 1999
--------------- -------------
<S> <C> <C>
Cash Flows from Operating Activities
Net loss........................................................................... $ (7,407,034) $ (7,468,111)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization.................................................. 274,930 508,676
Non-cash compensation charge for stock options................................. 20,054 --
Amortization of discount on securities available-for-sale...................... (10,437) (867)
Common stock issued for consulting services.................................... -- 285,208
Common stock issued for Hudson Knights acquisition............................. 106,875
UTTC common stock issued in connection with termination agreement.............. -- 416,632
Equity in loss of affiliates................................................... 637,839 --
Changes in operating assets and liabilities
(Increase) in accounts receivable and prepayments.............................. (329,924) (1,143,180)
Decrease in due from broker-dealer............................................. 2,000,000 --
Decrease in other assets....................................................... 115,496 100,031
Increase in accounts payable and accrued expenses.............................. 402,309 332,059
Increase in other liabilities.................................................. 43,614 340,284
--------------- -------------
Net cash used in operating activities....................................... (4,146,278) (6,629,268)
--------------- -------------
Cash Flows from Investing Activities
Purchase of investments available-for-sale..................................... -- (9,968,771)
Purchase of fixed assets....................................................... (1,132,760) (1,460,312)
Cash received from notes receivable............................................ 59,406 45,753
Loan originated to TeamVest.................................................... (2,000,000) --
Purchase of exchange membership................................................ (90,000) --
--------------- -------------
Net cash used in investing activities....................................... (3,163,354) (11,383,330)
--------------- -------------
Cash Flows from Financing Activities
Line of credit borrowings...................................................... 2,285,530 --
Line of credit repayments...................................................... (2,285,530) --
Preferred stock dividends paid in cash......................................... (28,825) (156,655)
Issuance costs for common stock................................................ -- (575,000)
Proceeds from issuance of common stock......................................... -- 5,750,000
Proceeds from exercise of stock options and warrants to purchase common stock.. 65,625 2,158,713
Issuance costs for preferred stock............................................. -- (682,563)
Proceeds from issuance of preferred stock...................................... -- 20,000,000
Proceeds from issuance of eMC common stock..................................... 14,500 --
Issuance costs for Gomez preferred stock....................................... -- (611,898)
Proceeds from issuance of Gomez preferred stock................................ -- 5,500,000
Proceeds from issuance of Gomez common stock................................... -- 500
Issuance costs for UTTC preferred stock........................................ -- (11,673)
Proceeds from issuance of UTTC preferred stock................................. -- 2,000,000
--------------- -------------
Net cash provided by financing activities................................... 51,300 33,371,424
--------------- -------------
Foreign currency translation adjustment............................................ (7,733) --
--------------- -------------
Net (decrease)/ increase in cash and cash equivalents.............................. (7,266,065) $ 15,358,826
Cash and cash equivalents, beginning of period..................................... 15,365,439 2,667,347
--------------- -------------
Cash and cash equivalents, end of period........................................... $ 8,099,374 $ 18,026,173
=============== =============
Supplemental disclosure of cash flow information:
Cash paid during the period for interest....................................... $ 7,985 $ --
</TABLE>
See accompanying notes to consolidated financial statements
6
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THE ASHTON TECHNOLOGY GROUP, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The consolidated financial statements included herein have been prepared without
audit pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles generally
accepted in the United States have been condensed or omitted pursuant to such
rules and regulations. The accompanying consolidated financial statements
reflect all adjustments that are, in the opinion of management, necessary to a
fair statement of the results for the interim periods presented. Such
adjustments are of a normal recurring nature. Certain amounts in prior periods
have been reclassified for comparative purposes.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities, and the reported amounts of revenues and
expenses during the period. Actual results could differ from those estimates.
These consolidated financial statements should be read in conjunction with the
audited financial statements and the notes thereto included in the registrant's
Annual Report on Form 10-K for the year ended March 31, 2000. The results for
the six months ended September 30, 2000 are not necessarily indicative of the
results that may be expected for the year ending March 31, 2001.
The consolidated financial statements include the accounts of The Ashton
Technology Group, Inc. ("Ashton") (collectively with its subsidiaries and
affiliated companies, the "Company") and its majority-owned subsidiaries, which
at September 30, 2000 and March 31, 2000 included:
. Universal Trading Technologies Corporation ("UTTC") and its
subsidiaries:
. REB Securities, Inc. ("REB")
. Croix Securities, Inc. ("Croix")
. NextExchange, Inc. ("NextExchange").
. Electronic Market Center, Inc. ("eMC") and its subsidiary
. E-Trustco.com Inc ("E-Trustco").
. Ashton Technology Canada, Inc. ("Ashton Canada").
. ATG Trading LLC ("ATG Trading").
. ATG International, Inc. ("International") (dissolved as of September
15, 2000).
The accounts of all majority-owned subsidiaries are consolidated with those of
Ashton. All significant intercompany accounts and transactions have been
eliminated in consolidation.
The Company accounts for investments in businesses which it owns between 20% and
50% using the equity method. Ashton accounts for its investments in Kingsway-ATG
Asia, Ltd. ("KAA") and Gomez Inc. (formerly Gomez Advisors, Inc., "Gomez") using
the equity method at September 30, 2000. Gomez was a majority-owned subsidiary
of Ashton through December 31, 1999, and was Ashton's primary source of revenues
from Gomez's inception in May 1997 through December 31, 1999. In periods ending
on or prior to December 31, 1999, the operating results of Gomez were
consolidated in Ashton's statement of operations, and the assets and liabilities
of Gomez were consolidated in Ashton's balance sheet.
Dissolution of ATG International, Inc.
Ashton formed International as a wholly owned subsidiary in July 1998 to explore
opportunities for marketing and licensing the Company's products and services
abroad. As joint ventures and strategic alliances with parties in Canada and
Asia were developed, the investments in the joint ventures were structured
directly with Ashton, instead of International. As a result, International was
dissolved and its assets were distributed to its sole stockholder, Ashton, on
September 15, 2000.
7
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UTTC Common Stock Reverse Split
On April 7, 2000, the Board of Directors of UTTC approved a three-for-four
reverse stock split, effective April 10, 2000. All references in the unaudited
consolidated financial statements to UTTC common shares and common stock options
have been adjusted retroactively for the split.
eMC Common Stock Reverse Split
On April 13, 2000, the Board of Directors of eMC approved a 0.65-for-one reverse
stock split, effective April 17, 2000. All references in the unaudited
consolidated financial statements to eMC common shares have been adjusted
retroactively for the split.
2. INVESTMENTS IN SUBSIDIARIES AND AFFILIATED COMPANIES
ATG Trading LLC
On March 31, 2000, Ashton entered into an agreement to purchase the assets of a
broker-dealer, Hudson Knights Securities, LLC ("Hudson"), a proprietary trading
firm and member of the Philadelphia Stock Exchange (PHLX). As part of the
agreement, Ashton agreed to advance $2,000,000 to Hudson under a revolving
subordinated loan agreement. The proceeds of the loan were utilized to fund a
segregated trading account controlled by Ashton to provide two-sided liquidity
on a neutral basis to UTTC clients utilizing its iMatch(TM) system, including
the eVWAP(TM) (electronic volume weighted average price) trading system. The
loan balance of $2,000,000 is reported as due from broker-dealer on the March
31, 2000 consolidated balance sheet.
On July 25, 2000, Ashton completed the purchase of Hudson and renamed the
operation ATG Trading, LLC. Subsequent to the acquisition, the results of ATG
Trading are consolidated with those of Ashton. As a result, the revolving
subordinated loan is eliminated in consolidation, and the balance in the trading
account is included in cash and cash equivalents on the September 30, 2000
consolidated balance sheet. Ashton issued 30,000 shares of its common stock to
effect the acquisition, and recorded a charge of $106,875 for the issuance of
the shares. Additionally, ATG Trading paid $90,000 in cash to acquire a PHLX
membership seat in its name.
E-Trustco.com Inc. and the Trust Company
On April 18, 2000, eMC acquired all of the outstanding capital stock of E-
Trustco.com Inc., in exchange for 2,000,000 shares of eMC's common stock. E-
Trustco is a wholly-owned subsidiary of eMC, and is a business-to-business
electronic trust company which is being designed to provide an electronic,
professionally managed investment advice program in the form of multi-manager
wrap accounts to partners such as online brokers. E-Trustco will offer and
outsource comprehensive and objective financial advisory services using an
electronic delivery system and patent-pending process through a trust company
(in formation). The trust company will be operated as a state-chartered trust
company under the banking laws of the State of Connecticut. On August 31, 2000,
at the request of the Connecticut State Department of Banking, Ashton provided a
guaranty of the future financial and managerial obligations of the trust
company. In exchange for the guaranty eMC agreed to issue 2.5 million additional
shares of its common stock to Ashton.
As of March 31, 2000, Ashton and Ashton's management owned 100% of the voting
equity of eMC. As a result of the acquisition of E-Trustco and the additional
shares issued in connection with the guaranty of the trust company, Ashton and
its management currently own approximately 83% of the voting equity of eMC.
TeamVest, Inc.
On August 9, 2000, eMC agreed to lend TeamVest, Inc. ("TeamVest"), a Delaware
corporation based in Charlotte, NC, $2,000,000 under a Convertible Loan
Agreement ("TeamVest Loan"). At September 30, 2000, all proceeds of the loan
were advanced to TeamVest by eMC, and the balance of $2,000,000 is included on
the consolidated balance sheet in the current portion of notes receivable. The
TeamVest Loan bears interest at a rate of 6.83% per annum, and is scheduled to
mature on December 31, 2000. The TeamVest Loan and the accrued interest thereon
is convertible into shares of TeamVest common stock at a conversion price of
$2.553 at eMC's
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option at any time prior to the maturity date, and unless sooner paid or
converted, the TeamVest Loan and accrued interest thereon will be automatically
converted into TeamVest common stock thirty days after all proceeds of the loan
have been drawn down and expended by TeamVest. In consideration for the
execution of the TeamVest Loan, eMC, E-Trustco and TeamVest entered into an
operating agreement effective August 9, 2000. Under the agreement, eMC will
access, distribute and rebrand TeamVest's electronic investment advice and
Internet-based 401(k) investment advice programs as part of the global
electronic distribution channel to be offered through eMC.
Gomez, Inc.
In September 1999, Gomez commenced a private placement of its Series C
Convertible Preferred Stock. As a result of Gomez's sale of a portion of its
Series C Preferred Stock on December 30, 1999, Ashton's ownership percentage in
Gomez was reduced to below 50%, and Ashton began accounting for its investment
in Gomez under the equity method of accounting. Pursuant to the equity method of
accounting, the carrying amount of Ashton's remaining investment in Gomez was
increased to zero, and the increase of $5,568,475 was reported as a gain in
December 1999. Ashton will not report any future losses of Gomez which would
reduce the carrying amount of the investment in Gomez to below zero. In the
event Gomez has future earnings, Ashton will recognize its share of those
earnings only after the earnings exceed Ashton's share of net losses not
recognized. As of September 30, 2000, Ashton's investment in Gomez consisted of
4,405 shares of Series A Preferred Stock. (See Note 10. Subsequent Events.)
3. STOCKHOLDERS' EQUITY
Increase in Authorized Common Stock
On September 21, 2000, Ashton's stockholders voted to increase the authorized
shares of Ashton common stock from 60,000,000 to 100,000,000.
Series F Convertible Preferred Stock
On August 18, 1999 (the "Issue Date"), Ashton completed a private placement for
the sale of 20,000 shares of its Series F Convertible Preferred Stock (the
"Series F Preferred") with a par value of $.01 and a stated value of $1,000 per
share, and warrants to purchase an aggregate of 200,000 shares of Ashton's
common stock, for gross proceeds of $20,000,000. Each share of the Series F
Preferred is convertible into a number of shares of Ashton's common stock equal
to the stated value plus a premium of up to 9% per annum, divided by a
conversion price. The conversion price of the Series F Preferred is the lesser
of $10.79 or the average of the five lowest closing bid prices during the 22
trading days preceding conversion. Prior to February 17, 2000, the conversion
price was $7.85 (the "Floor Price") for all conversions that took place on days
where the common stock traded below the Floor Price. Beginning on February 18,
2000, the Series F Preferred is subject to redemption at Ashton's option if the
market price of the common stock is below $7.35 on the conversion date. During
the six months ended September 30, 2000, 2,000 shares of the Series F Preferred
were converted into 649,569 shares of Ashton common stock, including 52,554
shares deemed as dividends. The Company has accrued dividends in arrears of
$628,274 to reflect the 9% premium on the remaining 8,000 Series F Preferred
shares from the Issue Date through September 30, 2000.
The warrants are immediately exercisable for a period of five years, ending
August 18, 2004, at an exercise price of $12.26 per share. The fair value of the
warrants, or $645,000, was recorded as a dividend to the holders of the Series F
Preferred on the Issue Date.
On January 1, 2000, Ashton imposed a "blackout" on sales of Ashton common stock
by the Series F Preferred investors pursuant to a registration rights agreement
dated August 18, 1999 between Ashton and the Series F Preferred investors. As a
result of the blackout, which was effective for the period from January 10, 2000
through February 28, 2000, the Series F Preferred investors agreed not to make
sales of Ashton common stock issued upon conversion of the Series F Preferred
stock and exercise of the warrants. Additionally, as a result of the blackout,
the conversion price on subsequent conversions of 6,000 shares of the Series F
Preferred stock was adjusted to
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equal the lesser of $5.6563 or the conversion price that would otherwise be in
effect on the date of any such conversions.
UTTC Series TK Convertible Preferred Stock
On June 4, 1999, UTTC completed a private placement of 145,700 shares of Series
TK Convertible Preferred Stock ("UTTC Series TK Preferred Stock") and warrants
to purchase 200,000 shares of Ashton common stock at $10.00 per share ("Series T
Warrants"). The fair value of the Series T Warrants is being recorded as a
dividend to the holders of the UTTC Series TK Preferred Stock on the vesting
dates of the warrants. During the six months ended September 30, 2000, Ashton
recorded a dividend of $304,300 upon vesting of 50,000 of the Series T warrants.
Gross proceeds received by UTTC from the sale of the Series TK Preferred Stock
and the warrants amounted to $2,000,000. Between May 2001 and April 2004, each
share of UTTC Series TK Preferred Stock is convertible into 7.5 shares of UTTC
common stock. Additionally, between May 1, 2001 and June 1, 2001, holders of the
UTTC Series TK Preferred Stock may exchange each share of Series TK Preferred
for 1.83 shares of Ashton common stock. The UTTC Series TK Preferred Stock is
presented as a minority interest on the consolidated balance sheets at its
liquidation preference of $2,000,000. As a result of the UTTC Series TK
Preferred stock liquidation preference, the minority interest balance has not
been reduced by any portion of the net losses of UTTC.
In connection with the agreement with Ashton Canada on December 20, 1999, the
Company issued warrants to purchase 500,000 shares of Ashton common stock at
$2.50 per share ("Series K Warrants") to holders of the UTTC Series TK
Convertible Preferred Stock. The Series K Warrants are exercisable for a period
of two years beginning on June 4, 2000. The fair value of the Series K Warrants
will be recorded as a dividend to the holders of the Series TK Preferred on the
vesting dates of the warrants, beginning in December 2000.
UTTC Series KW Convertible Preferred Stock
On January 12, 2000, UTTC completed a private placement of 123,240 shares of its
Series KW Convertible Preferred Stock ("Series KW Preferred"), resulting in
gross proceeds of $3,000,000. The Series KW Preferred has a liquidation value of
$24.34275 per share, or $3,000,000. Upon the completion of an initial public
offering of the common stock of UTTC or upon a change in control, and until
December 2004, each share of Series KW Preferred is convertible into 7.5 shares
of UTTC common stock. If UTTC has not completed an initial public offering by
December 31, 2001, holders of the Series KW Preferred may exchange up to 41,080
shares of Series KW Preferred, each for 3.477 shares of Ashton common stock, and
up to 41,080 shares of Series KW Preferred at an exchange ratio equal to the
liquidation value per share divided by the average closing price of the Ashton
common stock for the twenty trading days preceding such conversion.
Additionally, Ashton, UTTC, and the holders of the Series KW Preferred agreed
that if, within thirty days of KAA completing an initial public offering of its
securities, UTTC has not filed to register UTTC's common stock to engage in an
underwritten initial public offering, the holders of the Series KW Preferred may
then, and at any time thereafter for so long as UTTC has not filed to register
UTTC's common stock to engage in an underwritten initial public offering of its
securities, exchange up to 41,080 shares of Series KW Preferred for shares of
Ashton common stock at an exchange ratio equal to the liquidation value per
share of the Series KW Preferred divided by the average closing price of the
Ashton common stock for the twenty trading days preceding such conversion. The
UTTC Series KW Preferred Stock is presented as a minority interest on the
consolidated balance sheets at its liquidation preference of $3,000,000. As a
result of the UTTC Series KW Preferred stock liquidation preference, the
minority interest balance has not been reduced by any portion of the net losses
of UTTC.
Private Equity Agreement, Series D and E Preferred Stock
On April 3, 1998 (the "Subscription Date"), the Company entered into the Private
Equity Line of Credit Agreement (the "Private Equity Agreement") with a group of
accredited investors (the "Private Equity Investors") which provided for an
aggregate commitment of $18,000,000 to the Company. On the Subscription Date,
the Private Equity Investors purchased shares of Ashton's Series D Convertible
Preferred Stock, and on July 15, 1998, the Private Equity Investors also
purchased shares of Ashton's Series E Convertible Preferred Stock. All of the
outstanding shares of the Series D and Series E Preferred Stock were converted
into Ashton common stock during the year ended March 31, 1999. Also on the
Subscription Date, the Private Equity Investors received warrants to purchase up
to an aggregate of 250,000 shares of Ashton common stock, and on July 15, 1998,
received additional warrants to purchase up to an aggregate of 100,000 shares of
Ashton common stock. The warrants, which were
10
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exercisable for a period of five years, were exercised in May 1999. As a result
of the exercise, Ashton received gross proceeds of $1,601,450 and issued 350,000
shares of common stock.
Following the purchase of the Series E Preferred and subject to the satisfaction
of certain other conditions, Ashton was entitled to put to the Private Equity
Investors shares of Ashton common stock for an aggregate put price of
$13,000,000. The put price per share was equal to 85% of the average of the
lowest bid prices of such common stock over the seven day period beginning three
days before and ending three days after Ashton gave notice of a put. During the
six months ended September 30, 1999, Ashton exercised four puts in the aggregate
amount of $5,750,000, and issued 696,570 shares of common stock, which fulfilled
the Private Equity Investors' remaining commitment to Ashton.
On the Subscription Date, Ashton issued a warrant to the placement agent on the
same terms as the warrants that were issued to the Private Equity Investors to
purchase up to 190,000 shares of Ashton common stock. On July 15, 1998, Ashton
issued a warrant to the placement agent to purchase up to 60,000 shares of
common stock, on the same terms as the warrant issued on the Subscription Date.
In addition, pursuant to the Private Equity Agreement, Ashton paid the placement
agent $287,500, or 5% of the proceeds of the puts during the six months ended
September 30, 1999. In August 1999, the placement agent exercised 30,000 of the
warrants, resulting in gross proceeds of $137,400 to Ashton and the issuance of
30,000 shares of common stock.
Series C Preferred Stock
On January 27, 1998, Ashton completed the sale of 100,000 shares of its Series C
Convertible Preferred Stock and issued warrants to the Series C Preferred
investors which were exercisable into an aggregate of 100,000 shares of Ashton
common stock at an average exercise price of $1.71. In addition, Ashton issued a
warrant to the placement agent of the Series C Preferred to purchase 100,000
shares of common stock on the same terms as the warrants issued to the Series C
investors. During the six months ended September 30, 1999, the 200,000 warrants
issued in connection with the Series C Preferred were exercised, resulting in
proceeds of $342,568 to Ashton and the issuance of 200,000 shares of common
stock.
Series A and B Preferred Stock
On September 18, 1997, Ashton commenced a private offering and exchange offer
pursuant to which it offered to certain investors (i) shares of its Series A
Convertible PIK Preferred Stock (with a liquidation preference of $10.00 per
share) (the "Series A Preferred"); (ii) shares of its Series B Convertible
Preferred Stock (with a liquidation preference of $10.00 per share) (the "Series
B Preferred"); and (iii) the opportunity to exchange up to $3,000,000 of
convertible and non-convertible notes previously issued by UTTC for up to
300,000 shares of its Series B Preferred (the "Exchange Offer"). The Series A
Preferred paid cumulative dividends semi-annually at an annual rate of $0.50 per
share and was payable in cash or additional shares of Series A Preferred until
February 15, 2000. Each holder of shares of Series A Preferred had the right to
convert each share of Series A Preferred into: (i) ten shares of Ashton common
stock; and (ii) one warrant to purchase 2.25 shares of the common stock of UTTC,
par value $0.01 per share, with an exercise price of $1.00 per share, subject to
adjustment. The Series B Preferred pays cumulative dividends semi-annually at
an annual rate of $0.90 per share. Each holder of shares of Series B Preferred
has the right to convert each share of Series B Preferred into: (i) six shares
of Ashton common stock; and (ii) one warrant to purchase 1.5 shares of UTTC
common stock, at an exercise price of $1.00 per share, subject to adjustment.
During the six months ended September 30, 1999, 125,219 shares of the Series A
Preferred and 272,300 shares of the Series B Preferred were converted into a
total of 2,884,736 shares of Ashton common stock. During the six months ended
September 30, 2000, 7,500 shares of the Series B Preferred were converted into a
total of 45,000 shares of Ashton common stock. By August 1999, all shares of
the Series A Preferred Stock had been converted into common stock. At September
30, 2000, there are 56,700 shares of the Series B Preferred outstanding.
Deferred Consulting Expense
In February 1998, Ashton entered into a consulting agreement with Continental
Capital & Equity Corporation ("Continental") whereby Ashton issued 300,000
shares of common stock, with a fair value of $475,125, in exchange for
promotional services through February 1999. In August 1998, Ashton amended the
consulting
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agreement with Continental and issued 250,000 additional shares of common stock,
with a fair market value of $416,657, in exchange for additional promotional
services and a reduction in cash payments required pursuant to a previous
consulting agreement. During the year ended March 31, 1999, Ashton recorded a
deferred consulting expense of $416,657 as a reduction to stockholders' equity
as a result of amending the consulting agreement. The consulting cost was
amortized over the revised one-year term of the agreement. For the six months
ended September 30, 1999, Ashton charged $285,208 to operations for the
amortization of deferred consulting expenses related to the original and amended
consulting agreements.
Underwriters' Warrants
Warrants that were issued to the underwriters of Ashton's initial public
offering in May 1996 were exercised on a cashless basis during June 1999, and
100,555 shares of common stock were issued.
Redeemable Common Stock Purchase Warrants
As part of its initial public offering in May 1996, Ashton registered an
aggregate of 3,232,500 redeemable common stock purchase warrants. The holders of
each of these warrants are entitled, upon payment of the exercise price of
$5.85, to purchase one share of common stock. Unless previously redeemed, the
warrants are exercisable at any time during the five-year period ending May 2,
2002, provided that a current prospectus relating to the underlying common stock
is in effect and the shares are qualified for sale or exempt from qualification
under applicable securities laws.
Commencing May 2, 1997, the warrants may be redeemed by the Company at a price
of $.25 per warrant, if the trading price for the common stock on The Nasdaq
National Market is equal to or exceeds $6.75 per share ("the Redemptive Trading
Price") for twenty 20 consecutive trading days. The Company must give each
warrant holder thirty days notice if it intends to redeem any or all of the
warrants. If Ashton gives notice of its intention to redeem any of the
warrants, the warrant holders' right to exercise their warrants will be
forfeited unless they exercise their warrants prior to the date specified on the
notice of redemption. The decision to redeem the warrants is at the discretion
of Ashton's Board of Directors. During the six months ended September 30,
1999, 5,200 of the public warrants were exercised for proceeds of $30,420. (See
Note 10. Subsequent Events.)
4. RELATED PARTY TRANSACTIONS
The Dover Group, Inc.
The Company has utilized The Dover Group, Inc. ("Dover") for consulting services
related to the Company's financings and product development efforts. Fredric W.
Rittereiser, the Company's Chairman and Chief Executive Officer, is the sole
shareholder, director and officer of Dover. The Company paid consulting fees to
Dover amounting to $80,000 and $90,000 in the six-month periods ended June 30,
2000 and 1999, respectively. Effective September 1, 2000, the Company entered
into an employment agreement with Mr. Rittereiser, and the consulting
arrangement with Dover was terminated.
On January 14, 1998, the Company entered into an agreement with Dover and Mr.
Rittereiser, whereby Dover and Mr. Rittereiser agreed to reimburse the Company
for $413,980 in legal costs associated with a lawsuit brought by David N.
Rosensaft against the Company (the "Rosensaft lawsuit"), to the extent such
costs were not covered by the Company's directors' and officers' liability
insurance carrier. Dover and Mr. Rittereiser pledged 250,001 shares of UTTC
stock as collateral in support of their agreement to pay the legal costs
("Agreement to Pay Legal Costs"). The Company has submitted a claim to its
insurance carrier in the full amount of such legal costs. To date, the Company
and its insurance carrier have not reached agreement as to whether the legal
costs of the Rosensaft lawsuit are covered by the Company's directors and
officers' liability insurance policy.
On March 4, 1998, the U.S. District Court for the Southern District of New York
entered an order awarding damages against Dover and Mr. Rittereiser in the
Rosensaft lawsuit in the amount of $1.2 million. The Company and its
subsidiary, UTTC, had previously been dismissed as parties to the Rosensaft
lawsuit. On April 7, 1998, the Company's Board of Directors, after due
deliberation, concluded that the Company and UTTC derived mutual benefit from
the Rosensaft settlement entered into by Dover and Mr. Rittereiser. The Board
resolved to fund one-
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<PAGE>
third of the $1.2 million settlement amount. Separately, UTTC agreed to fund
one-third of the Rosensaft settlement. On April 8, 1998, pursuant to a Repayment
Agreement, the Company loaned $380,000 to Dover and Mr. Rittereiser at an annual
interest rate of 9% for thirty months to satisfy their portion of the Rosensaft
settlement. In exchange for the loan to satisfy the Rosensaft settlement, Dover
initially pledged 300,000 shares of Ashton common stock under its control to the
Company. On March 20, 2000, the Company, Dover and Mr. Rittereiser amended the
agreement and reduced the number of shares of Ashton common stock subject to the
pledge from 300,000 shares to 63,500 shares. The loan is included in the current
portion of notes receivable on the consolidated balance sheet at September 30,
2000.
On April 3, 2000, the Board of Directors of the Company resolved to accept from
Dover and Mr. Rittereiser shares of Gomez common stock owned by Dover equivalent
in value to the amounts due the Company under the Repayment Agreement and the
Agreement to Pay Legal Costs as full and complete satisfaction of the debts.
The amounts due the Company under those agreements at September 30, 2000 include
the $380,000 note to Ashton plus approximately $85,000 in accrued interest, as
well as settlement costs of $413,980 which were paid by Ashton, but have not
been reimbursed by the Company's directors and officers' liability insurance
policy. The Board agreed the number of shares of Gomez stock to be transferred
to the Company would be valued at the initial public offering price of the
shares or such other price as determined by Ashton's Board of Directors. On
October 8, 2000, Ashton extended the maturity date on the $380,000 note to Dover
for a period of ninety days, during which time Ashton's Board of Directors will
determine the valuation of the Gomez common stock and the resulting number of
shares to be transferred to the Company in satisfaction of the agreements.
In April 2000, Mr. Rittereiser entered into an agreement with Morgan Stanley
Dean Witter, whereby he pledged certain shares of his Ashton common stock in
exchange for a loan in the amount of $500,000 (the "Rittereiser Loan"). Morgan
Stanley requested the Company provide additional credit enhancements to secure
the Rittereiser Loan, in the form of a guarantee of the loan by the Company.
The Company agreed to guarantee the Rittereiser Loan up to $500,000, on the
condition that Mr. Rittereiser secure the Company's guarantee with sufficient
personal collateral pledged to the Company and on the condition that the
guarantee shall only extend until such time that Mr. Rittereiser repays the
Rittereiser Loan or locates other collateral to substitute for the Company's
guarantee. Mr. Rittereiser agreed to secure the Company's guarantee of the
Rittereiser Loan with a first lien on certain real estate that he owns, which is
valued in excess of $500,000, and has agreed to repay the Rittereiser Loan
and/or locate substitute collateral for the Company's guarantee within a
reasonable period of time.
Adirondack Capital, LLC
In 1997, the Company retained Adirondack Capital, LLC to provide investment
banking and financial advisory services. K. Ivan F. Gothner, a member of the
Company's Board of Directors, is the Managing Director of Adirondack. The
Company paid consulting fees to Adirondack amounting to $60,000 in each of the
six-month periods ended September 30, 2000 and 1999. In addition, Ashton paid
Adirondack a fee of $75,000 in September 2000 to terminate a fee agreement for
advisory services provided by Adirondack to eMC. Additionally, during the six
months ended September 30, 1999, the Company paid Adirondack $287,500 pursuant
to the Private Equity Line of Credit Agreement, and Gomez paid Adirondack
$50,000 for its assistance in structuring the private placement of the Gomez
Series B Preferred Stock.
Wyndham Capital Corporation
In 1997, the Company retained Wyndham Capital Corporation to provide investment
banking and financial advisory services. Thomas G. Brown, a member of the
Company's Board of Directors, is the President and Managing Director of Wyndham.
The Company paid $25,000 in consulting fees to Wyndham during the six months
ended September 30, 1999. Effective September 1, 1999, Wyndham's consulting
fees were terminated and Mr. Brown began receiving a monthly board retainer upon
his election to the Board.
Kronish, Lieb, Weiner & Hellman LLP
Kronish, Lieb, Weiner & Hellman LLP, the law firm of which Herbert Kronish, a
director of the Company, is a Senior Partner, acted as counsel to the Company in
various matters since 1998. Ashton paid aggregate fees of $24,391 and $63,643
during the six-month periods ended September 30, 2000 and 1999, respectively, to
Kronish, Lieb, Weiner & Hellman LLP for legal services.
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5. SEGMENT INFORMATION
At September 30, 2000, the Company operates in two business segments: matching
systems and eMC. The matching systems segment includes the development and
operation of the iMatch System, including eVWAP and other intelligent matching
systems. eMC is considered a separate segment, and includes the development of
eMC's electronic distribution network and business-to-business electronic trust
company, which will provide an electronic, professionally managed investment
advisory program. At September 30, 1999, the results of operations of Gomez
were reported as a second segment. Since Gomez's results of operations are not
consolidated with those of Ashton effective December 31, 1999, the Company is no
longer operating in that segment. Selected financial information for the
Company's segments is presented for the three- and six-month periods ended
September 30, 2000 and 1999 in the tables below. The segment information for
the six months ended September 30, 2000 reflects a change in the data presented
for the three months ended June 30, 2000 to present the results of eMC
separately.
<TABLE>
<CAPTION>
Three Months Ended September 30, Six Months Ended September 30,
----------------------------------------------------------------------------------------------
2000 1999 2000 1999
----------------- ---------------------- ------------------ -------------------
<S> <C> <C> <C> <C>
Revenues:
Gomez........................ $ --- $1,044,791 $ --- $1,866,830
Matching systems............. 37,778 12,717 83,895 12,717
eMC.......................... --- -- --- ---
----------------- ---------------------- ------------------ -------------------
37,778 1,057,508 83,895 1,879,547
Depreciation and amortization:
Gomez........................ --- 160,481 --- 182,481
Matching systems............. 155,190 162,850 273,856 326,195
eMC.......................... 1,074 --- 1,074 ---
----------------- ---------------------- ------------------ -------------------
156,264 323,331 274,930 508,676
Loss on trading activities:
Gomez........................ --- --- --- ---
Matching systems............. 154,702 --- 519,317 ---
eMC.......................... --- --- --- ---
----------------- ---------------------- ------------------ -------------------
154,702 --- 519,317 ---
Loss from operations:
Gomez........................ --- 2,068,162 --- 2,897,581
Matching systems............. 3,581,163 2,475,246 6,592,348 4,506,794
eMC.......................... 539,481 -- 829,830 ---
----------------- ---------------------- ------------------ -------------------
4,120,644 4,543,408 7,422,178 7,404,375
Interest income:
Gomez........................ --- 35,730 --- 62,109
Matching systems............. 346,622 229,236 742,455 290,787
eMC.......................... 21,740 --- 25,388 ---
----------------- ---------------------- ------------------ -------------------
368,362 264,966 767,843 352,896
Other expense:
Gomez........................ --- --- --- ---
Matching systems............. (106,875) (416,632) (106,875) (416,632)
eMC.......................... --- --- --- ---
----------------- ---------------------- ------------------ -------------------
(106,875) (416,632) (106,875) (416,632)
Equity in loss of affiliates:
Gomez........................ --- --- --- ---
Matching systems............. (432,852) --- (637,839) ---
eMC.......................... --- --- --- ---
----------------- ---------------------- ------------------ -------------------
(432,852) --- (637,839) ---
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
September 30, March 31,
2000 2000
-------------------- -------------------
<S> <C> <C>
Total assets:
Gomez........................................ $ --- $ ---
Matching systems............................. 21,892,098 31,022,911
eMC.......................................... 2,380,071 1,000
-------------------- -------------------
$ 24,272,169 $ 31,023,911
Total stockholders' equity:
Gomez........................................ $ --- $ ---
Matching systems............................. 18,747,453 31,022,911
eMC.......................................... (788,942) 1,000
-------------------- -------------------
$ 17,958,511 $ 31,023,911
</TABLE>
6. RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 133, Accounting for Derivative
Instruments and Hedging Activities. In June 1999, the FASB's SFAS No. 137,
Accounting for Derivative Instruments and Hedging Activities -Deferral of the
Effective Date of FASB Statement No. 133, extended the pronouncement's effective
date to all fiscal quarters of all fiscal years beginning after June 15, 2000.
In June 2000 the FASB issued SFAS No. 138, Accounting for Certain Derivative
Instruments and Certain Hedging Activities-An Amendment of FASB Statement No.
133, which addressed several implementation issues that arose as a result of
FASB No. 133. Ashton will adopt the provisions of this statement, as amended,
beginning April 1, 2001. The statement will require the Company to recognize all
derivatives on its balance sheet at their fair value. Derivatives which are not
hedges must be adjusted to fair value through income. If a derivative is a
hedge, depending on the nature of the hedge, changes in the fair value of the
derivative either will be offset against the change in fair value of the hedged
assets, liabilities or firm commitments through earnings, or recognized in other
comprehensive income until the hedged item is recognized in earnings. The
ineffective portion of a derivative's change in fair value will be recognized in
earnings immediately. The impact of adoption of SFAS No. 133 on the Company's
financial position, results of operations and cash flows will depend on the
financial position and the nature and purpose of the derivative instruments in
use at that time, however the impact is not expected to be material.
In November 1999, the SEC issued Staff Accounting Bulletin ("SAB") No. 100
Restructuring and Impairment Charges. In December 1999, the SEC issued SAB No.
101 Revenue Recognition in Financial Statements. SAB No. 100 expresses the
views of the SEC staff regarding the accounting for and disclosure of certain
expenses not commonly reported in connection with exit activities and business
combinations. This includes the accrual of exit and employee termination costs
and the recognition of impairment charges. SAB No. 101 expresses the views of
the SEC staff in applying accounting principles generally accepted in the United
States to certain revenue recognition issues. SAB No. 100 became effective in
November 1999 and SAB No. 101 is effective for periods beginning after March 15,
2000. The adoption of the requirements provided in SAB No. 100 and SAB No.101
have not had a material impact on the Company's consolidated financial position
or results of operations.
7. 2000 INCENTIVE PLAN
On September 21, 2000, Ashton's stockholders approved the 2000 Incentive Plan
("the Plan"). The Plan enables the Company to offer equity interests in the
Company and other incentive awards to certain officers, employees, directors and
consultants. The maximum number of shares of common stock that may be issued
pursuant to awards granted under the Plan is 3,000,000. During the three months
ended September 30, 2000, Ashton's Board of Directors granted options to
purchase 372,000 shares of Ashton common stock to new employees of the Company.
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<PAGE>
8. NET LOSS PER SHARE
Net loss per share is computed in accordance with SFAS No 128, Earnings per
Share. SFAS 128 requires companies to present basic and diluted earnings per
share. Basic earnings per share excludes the dilutive effect of outstanding
stock options, warrants and convertible securities, whereas diluted earnings per
share includes the effect of such items. The effect of potential common stock is
not included in diluted earnings per share for the six months ended September
30, 2000 or the six months ended September 30, 1999 because the Company has
incurred net losses; therefore, the effect of the Company's dilutive securities
is anti-dilutive in those periods.
9. COMPREHENSIVE LOSS
Total comprehensive loss, which includes net loss, unrealized gains and losses
on the Company's available-for-sale securities, and foreign currency translation
adjustments, amounted to $4,268,265 and $4,695,074, respectively, for the three
months ended September 30, 2000 and 1999, and $7,377,024 and $7,468,111,
respectively, for the six months ended September 30, 2000 and 1999.
10. SUBSEQUENT EVENTS
On October 20, 2000, the registration statement that Gomez filed in April 2000
with the SEC for an initial public offering of its common stock was withdrawn
due to unfavorable market conditions. In addition, Gomez raised an additional
$9.3 million through the private placement of its Series D Convertible Preferred
Stock ("Gomez Series D Preferred"). The Gomez Series D Preferred shares have a
liquidation preference of $5.10 per share and are entitled to cumulative
dividends at a rate of 8% of the liquidation preference.
On November 6, 2000, Ashton began soliciting the consent of the holders of its
redeemable common stock purchase warrants to amend the warrant agreement between
the Company and its transfer agent to reduce the Redemptive Trading Price of the
warrants from $6.75 per share to $5.50 per share. If approved, the Company will
permanently decrease the exercise price of the warrants from $5.85 per warrant
to $4.50 per warrant. The consent of holders of two-thirds of the redeemable
common stock purchase warrants is required for the authorization and approval of
the proposed amendment to reduce the Redemptive Trading Price of the warrants
from $6.75 per share to $5.50 per share. Holders of the redeemable common stock
purchase warrants have until December 15, 2000 to submit their consents with
respect to these amendments unless the solicitation period is extended beyond
that date by the Company.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Overview
Ashton is an eCommerce company developing a network of affiliated companies.
The Ashton companies develop and market technology-based products and services
which provide businesses and consumers unique execution of financial
transactions within global electronic marketplaces. Ashton utilizes advanced
telecommunication, computing, data and information security, and Internet
technologies to develop electronic transaction and distribution systems and
products for the global financial services industry. As of September 30, 2000,
Ashton's subsidiaries and affiliated companies include:
1) Universal Trading Technologies Corporation ("UTTC") and its
subsidiaries:
. REB Securities, Inc. ("REB")
. Croix Securities, Inc. ("Croix")
. NextExchange, Inc. ("NextExchange").
2) Electronic Market Center, Inc. ("eMC"(TM)) and its subsidiary
. E-Trustco.com Inc ("E-Trustco").
3) Ashton Technology Canada, Inc. ("Ashton Canada").
4) ATG Trading LLC ("ATG Trading").
5) Kingsway ATG Asia, Ltd. ("KAA").
6) Gomez, Inc. (formerly Gomez Advisors, Inc., "Gomez").
Ashton's operating strategy is to maximize the value of each of the companies
within its network. Ashton provides the initial strategic investment capital,
recruits or forms the management team, develops technology for the network
companies, and employs innovative financial strategies to unlock stockholder
value. This strategy enables Ashton to leverage the collective knowledge of the
network companies and create a critical mass from which to enhance the value of
its individual businesses.
Ashton expects to generate revenues through licensing payments from its
affiliated companies for the use of Ashton-developed technology. Each of
Ashton's majority-owned subsidiaries is expected to generate revenues based upon
a transaction-pricing model whereby users pay a transaction fee for use of the
Company's products and services. Ashton will also seek opportunities to realize
gains through the selective sale of investments in its subsidiaries or
affiliated companies, or through the sale of minority interests to outside
investors by its subsidiaries or affiliated companies. Management believes this
approach enhances stockholder value and provides capital to support the growth
of the Company.
Since its inception, Ashton has not realized an operating profit and has
generated a significant accumulated deficit as a result of its reported losses.
Since the inception of Gomez in May 1997, Gomez has generated substantially all
of the Company's revenues. In September 1999, Gomez commenced a private
placement of its Series C Convertible Preferred Stock. As a result of Gomez's
sale of a portion of its Series C Preferred Stock on December 30, 1999, Ashton's
ownership percentage in Gomez was reduced to below 50%, and Ashton began
accounting for its investment in Gomez under the equity method of accounting
rather than consolidating Gomez's results of operations within the results of
the Company. As a result, Gomez has not provided any revenues to the Company
since December 31, 1999.
Ashton has formulated a plan to develop and introduce the iMatch System(TM)
("iMatch (TM)"). The iMatch System represents a global distribution network of
independently licensed and operated intelligent matching systems incorporating a
value-added front-end, routing services, and execution hosting capability. The
execution capability would include the electronic volume weighted average price
trading system ("eVWAP(TM)") for listed and NASDAQ stocks, market-on-close
("eClose(TM)") for listed and NASDAQ stocks, intraday trading products (semi-
continuous markets), international stocks beginning in Canada and Hong Kong, a
ticker plant with related data services, and an interactive central limit book
with blind auction and online negotiation features. The system and its
associated products would be licensed by Ashton to UTTC, Ashton Canada and KAA.
The affiliated companies would be
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<PAGE>
responsible for the sales and marketing of the products and daily operation of
the systems in their respective territories.
Ashton is actively pursuing the introduction of an eVWAP for NASDAQ stocks and
an eClose product for both listed and NASDAQ stocks. Ashton is currently
working with the Philadelphia Stock Exchange ("PHLX") to introduce eVWAP on
NASDAQ issues. Ashton is also entering discussions with other national and
international exchanges for the introduction of the eClose and other products as
well as exploring the introduction of these products as a broker-sponsored
system through Croix Securities, pursuant to the SEC's regulations on
alternative trading systems ("Regulation ATS").
Ashton is also in negotiation with a third party to develop an interactive
central limit book for a non-equity securities marketplace. The system would be
licensed to the third party and Ashton would be entitled to certain cash
payments and an equity interest in the third party. Management believes that
this approach will enable it to reduce the costs and risks associated with the
development effort of the more demanding equities central limit order book
system. Upon completion of the central limit book system, it would be modified
and enhanced for use on a global basis.
UTTC continues to market, educate and obtain buy and sell-side institutions to
participate in the eVWAP system on a daily basis. UTTC recognizes that
increased liquidity is necessary to enhance the match efficiency of the eVWAP.
With the addition of new marketing management and a change in the composition of
the sales force, UTTC's sales efforts have been refocused on attracting active
participation in the system from select market segments that are expected to
produce the majority of eVWAP's initial trading volume. UTTC is currently
working with several large institutions, broker-dealers, and operators of third
party trade order management and routing systems to implement eVWAP within those
organizations. As of September 30, 2000, 36 institutions and 43 brokers have
been enrolled and integrated for use of the eVWAP. UTTC has also integrated the
following trade order management systems and national clearing firms:
Trade Order Management Systems
. Belzberg Financial Markets and News International, Inc. is a supplier of
global Internet trading solutions, whose gateways process millions of
shares on a daily basis for many of the large brokerage houses in North
America.
. SunGard Institutional Brokerage, Inc. provides integrated information
technology solutions for financial services. SunGard Financial Networks
provides automated execution of equity trades, with eVWAP to be set up
as one of its venues.
. AutEx(R), a Thomson Financial Company, is a provider of automated trade
execution. Through AutEx, eVWAP will be available to additional order
management systems, including Antares, MOXY, IDEE, LandMark, Predator,
Open Trader, Charles River Development, Traders Console, and IMS5.
Clearing Firms
. Broadcort Capital Corp. (a subsidiary of Merrill Lynch & Co., Inc.)
. Correspondent Services Corp. (a subsidiary of Paine Webber Group, Inc.)
. Credit Suisse First Boston Corp.
. DB Alex.Brown LLC
. Jefferies & Co., Inc.
. Legg Mason Wood Walker Inc.
. Lehman Brothers Inc.
. Pershing Division of Donaldson,Lufkin & Jenrette Securities Corporation
. US Clearing Corporation.
When UTTC management has determined that a sufficient number of appropriate
users are prepared to actively participate in eVWAP trading, UTTC's customer
relationship team will orchestrate a "ramp up" in order flow from those users to
foster sustained liquidity ramp up. On October 30, 2000 the SEC approved the
extension of the eVWAP pilot until November 30, 2001. Currently, UTTC is
assessing the market reception of additional trading products and the features
associated with those products, as well as new pricing models. Feedback from
this effort
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<PAGE>
is communicated to Ashton staff and incorporated into the development of these
products, systems, and price schedules.
eMC is actively developing key components of its electronic distribution network
and business-to-business electronic trust company providing an electronic
professionally managed investment advisory program. eMC is exploring,
negotiating and has entered strategic relationships with selected companies.
These relationships consist of commercial agreements that involve the
development of specific aspects of the eMC platform, or involve the sale of
third party products and services on the eMC platform or the distribution of
eMC's platform by these companies on a co-branded or private label basis. In
addition, an application for the formation of the trust company was filed with
the office of the Connecticut Banking Commissioner on September 1, 2000.
Ashton Canada is actively implementing the eVWAP on the Toronto Stock Exchange
("TSE"). On September 19, 2000, the Board of Directors of the TSE approved
amendments to the Rules and Policies of the Exchange in order to implement the
eVWAP as a facility of the TSE, and allow Participating Organizations ("POs")
and eligible institutional clients access to the eVWAP facility. The amendments
to the existing Rules and Policies will be effective upon approval of the
Ontario Securities Commission following public notice and comment. A request
for comment was noticed on October 6, 2000 with comments to be provided within
30 days of the notice. It is anticipated that the eVWAP will be operational on
the TSE during the first half of 2001.
ATG Trading currently provides limited two-sided liquidity on a neutral basis
for UTTC clients utilizing the iMatch System, including eVWAP. ATG Trading is
also intended to provide Ashton management with real-time experience with
VWAP(R) trading techniques, risk management knowledge with respect to
derivatives, and to enable discussions and alliances with other third party
liquidity providers. Ashton is also implementing lower cost trade execution
agreements for ATG Trading and analyzing the development of proprietary trading
software for use by ATG Trading and other liquidity providers.
Ashton management has been working with management of KAA to develop a plan for
the deployment of the iMatch System, including eVWAP, in the Hong Kong and Far
East markets. The plan entails deployment of the iMatch System technologies,
products, and services to Hong Kong and the Far East, implementation of an
anonymous securities clearing process in Hong Kong for eVWAP trades, cross-
border settlement and clearing of eVWAP trades, and regulatory approval for the
systems. On September 22, 2000, Ashton announced the hiring of a Vice President
of Global Systems, who will focus on the Hong Kong joint venture.
The Company intends to continue to increase its investments and expenditures in
research and development, sales and marketing and related infrastructure. Such
increases will be dependent upon factors including, but not limited to,
operation of eVWAP, success in hiring the appropriate personnel, successful
development of new products and services, regulatory approval of its new
products and services, market acceptance of the Company's products and services,
development of a revenue stream from the Company's products, services and
affiliated companies, and the availability of capital. Such anticipated
increases in the Company's operating expenses may materially and adversely
affect the Company's operating results.
Results of Operations
For the Three Months Ended September 30, 2000 and 1999
The net loss applicable to common stock totaled $4,614,400 or $.16 per share for
the three months ended September 30, 2000, and $5,727,261 or $0.24 per share for
the three months ended September 30, 1999. The Company incurred a net loss of
$4,292,872 or $.15 per share for the three months ended September 30, 2000,
compared to $4,695,074, or $.19 per share for the three months ended September
30, 1999.
The Company's revenues totaled $37,778 for the three months ended September 30,
2000, and $1,057,508 for the three months ended September 30, 1999. The
revenues in the current three-month period were generated entirely by UTTC from
the operation of the eVWAP, and the revenues in the three-month period last year
were generated entirely by Gomez. Due to Ashton's decrease in ownership of Gomez
in December 1999, the results of Gomez operations are not included in the
consolidated financial statements for the three months ended September 30, 2000.
In the three months ended September 30, 1999, $174,390, or 17% of Gomez's
revenues were from consulting and advisory engagements with clients seeking to
improve the quality of their Internet service offerings. Gomez also generated
$334,473 from advertising, sponsorship, and transaction-based revenues, and
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$526,085 in revenues from subscriptions and related data and analysis services
from its GomezPro web site during the three months ended September 30, 1999.
The costs of revenues during the three months ended September 30, 1999 represent
costs associated with the delivery of Gomez's consulting and advisory services,
including the salaries for personnel providing those services.
During the three months ended September 30, 1999, the Company amortized
capitalized system development costs related to eVWAP totaling $47,915. The
Company has not capitalized computer software costs related to eVWAP since
fiscal 1999 when the application development stage was completed.
Depreciation and amortization expense consists primarily of depreciation of
property and equipment. Depreciation for the three months ended September 30,
2000 decreased to $156,264 from $275,416 for the three months ended September
30, 1999 due to the inclusion of $160,481 of depreciation expense on Gomez
property and equipment in the three months ended September 30, 1999. Capital
expenditures increased to $937,909 for the three months ended September 30, 2000
compared to $685,000 in the same period last year. The increase is primarily
due to the replacement of hardware originally purchased in 1996, expanding the
operation of eVWAP, the development of additional trading systems and other
products and services, and the relocation of the Company's corporate
headquarters. The increase is partially offset by the exclusion in the current
year of Gomez's purchase of computer equipment and software last year.
Ashton recorded a non-cash compensation charge of $10,027 in the three months
ended September 30, 2000 related to the issuance of non-employee stock options
to consultants and professional advisors. In February 1998, the Company entered
into a consulting agreement with Continental Capital & Equity Corporation
("Continental") whereby the Company issued 300,000 shares of Common Stock, with
a fair value of $475,125, in exchange for promotional services through February
1999. During August 1998, the Company amended the consulting agreement with
Continental and the Company issued 250,000 additional shares of common stock
with a fair market value of $416,657 in exchange for additional promotional
services and a reduction in cash payments required pursuant to the previous
consulting agreement. The Company recorded the deferred consulting expenses in
1998 and 1999 as a reduction to stockholders' equity. During the three months
ended September 30, 1999, $135,989 was reflected as a non-cash compensation
charge for the amortization of deferred consulting expenses. The deferred
consulting expense related to the agreement with Continental was fully amortized
during the year ended March 31, 2000.
Ashton recorded a loss on trading activities of $154,702 relating to Ashton's
trading account with Hudson Knights Securities, LLC ("Hudson"), and subsequent
to the acquisition of Hudson in July 2000, ATG Trading's account. The trading
account is used by ATG Trading to provide two-sided liquidity on a neutral basis
to UTTC's clients using its iMatch System, including eVWAP. The loss on trading
activities represents realized gains and losses on trades, related broker
commissions and clearing charges.
Selling, general and administrative expenses ("SG&A") totaled $3,837,429 and
$5,070,154 for the three-month periods ended September 30, 2000 and 1999,
respectively. For the period ended September 30, 1999, Gomez's SG&A totaled
$2,881,030, or 57% of the Company's total SG&A. Excluding Gomez, the Company's
SG&A for the three months ended September 30, 1999 totaled $2,189,124 compared
to $3,837,429 during the three months ended September 30, 2000. The increase in
SG&A is primarily a result of the growth in staff at Ashton, UTTC and eMC. As of
September 30, 2000, Ashton and its subsidiaries employed a total of 68 employees
compared to 30 employees at September 30, 1999. Additional rent related to the
relocation of the Company's headquarters in Philadelphia, PA and a lease in
Hartford, CT for the operations of eMC, and increased expenses related to the
development of the iMatch System and the eMC platform also contributed to the
increase.
Interest income increased to $368,362 for the three months ended September 30,
2000 from $264,966 for the three months ended September 30, 1999, as a result of
the higher average cash and cash equivalents and investments available for sale
balances in connection with the Series F Preferred private placement in August
1999.
Other expense for the three months ended September 30, 2000 includes a charge of
$106,875 for 30,000 shares of common stock issued in connection with the
acquisition of Hudson in July 2000. Other expense for the three
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months ended September 30, 1999 is comprised of a charge of $416,632 for the
value of UTTC stock issued to one of the Company's former directors in
satisfaction of the terms of a termination agreement executed on June 29, 1999
between the former director and the Company.
Equity in loss of affiliates for the three months ended September 30, 2000
amounted to $432,852. This amount represents Ashton's portion of the net loss of
KAA, which was primarily a result of unrealized losses on the trading portfolio.
For the Six Months Ended September 30, 2000 and 1999
The net loss applicable to common stock totaled $8,081,933 or $.28 per share for
the six months ended September 30, 2000, and $8,500,298 or $.37 per share for
the six months ended September 30, 1999. The Company incurred a net loss of
$7,407,034 or $.26 per share for the six months ended September 30, 2000,
compared to $7,468,111, or $.32 per share for the six months ended September 30,
1999.
The Company's revenues totaled $83,895 for the six months ended September 30,
2000, and $1,879,547 for the six months ended September 30, 1999. The revenues
in the current six-month period were generated entirely by UTTC from the
operation of the eVWAP, and the revenues in the six-month period last year were
generated entirely by Gomez. Due to Ashton's decrease in ownership of Gomez in
December 1999, the results of Gomez operations are not included in the
consolidated financial statements for the six months ended September 30, 2000.
In the six months ended September 30, 1999, $497,601 or 27% of Gomez's revenues
were from consulting and advisory engagements with clients seeking to improve
the quality of their Internet service offerings. Gomez also generated $642,621
from advertising, sponsorship, and transaction-based revenues, and $662,919 in
revenues from subscriptions and related data and analysis services from its
GomezPro web site during the six months ended September 30, 1999.
The costs of revenues during the six months ended September 30, 1999 represent
costs associated with the delivery of Gomez's consulting and advisory services,
including the salaries for personnel providing those services.
During the six months ended September 30, 1999, the Company amortized
capitalized system development costs related to eVWAP totaling $95,592. The
Company has not capitalized computer software costs related to eVWAP since
fiscal 1999 when the application development stage was completed.
Depreciation and amortization expense consists primarily of depreciation of
property and equipment. Depreciation for the six months ended September 30,
2000 decreased to $274,930 from $413,084 for the six months ended September 30,
1999 due to the inclusion of $182,481 of depreciation expense on Gomez property
and equipment in the six months ended September 30, 1999. Capital expenditures
increased to $1,122,999 for the six months ended September 30, 2000 compared to
$1,460,312 in the same period last year. The increase is primarily due to the
replacement of hardware originally purchased in 1996, expanding the operation of
eVWAP, the development of additional trading systems and other products and
services, and the relocation of the Company's corporate headquarters. The
increase is partially offset by the exclusion in the current year of Gomez's
purchase of computer equipment and software last year.
Ashton recorded a non-cash compensation charge of $20,054 in the six months
ended September 30, 2000 related to the issuance of non-employee stock options
to consultants and professional advisors. During the six months ended September
30, 1999, $285,208 was reflected as a non-cash compensation charge for the
amortization of deferred consulting expenses related to the agreement with
Continental described above. The deferred consulting expense related to the
agreement with Continental was fully amortized during the year ended March 31,
2000.
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Ashton recorded a loss on trading activities of $519,317 relating to Ashton's
trading account with Hudson, and subsequent to the acquisition of Hudson in July
2000, ATG Trading's account. The account is used by ATG Trading to provide two-
sided liquidity on a neutral basis to UTTC's clients using its iMatch System,
including eVWAP. The loss on trading activities represents realized gains and
losses on trades, related broker commissions and clearing charges.
SG&A totaled $6,691,772 and $8,359,408 for the six-month periods ended September
30, 2000 and 1999, respectively. For the period ended September 30, 1999,
Gomez's SG&A totaled $4,451,300, or 53% of the Company's total SG&A. Excluding
Gomez, the Company's SG&A for the six months ended September 30, 1999 totaled
$3,908,108 compared to $6,691,772 during the six months ended September 30,
2000. The increase in SG&A is primarily a result of the growth in staff at
Ashton, UTTC and eMC. Additional rent related to the relocation of the
Company's headquarters in Philadelphia, PA and a lease in Hartford, CT for the
operations of eMC, and increased expenses related to the development of the
iMatch System and the eMC platform also contributed to the increase.
Interest income increased to $767,843 for the six months ended September 30,
2000 from $352,896 for the six months ended September 30, 1999, as a result of
the higher average cash and cash equivalents and investments available for sale
balances in connection with the Series F Preferred private placement in August
1999.
Other expense for the six months ended September 30, 2000 includes a charge of
$106,875 for 30,000 shares of common stock issued in connection with the
acquisition of Hudson in July 2000. Other expense for the three months ended
September 30, 1999 is comprised of a charge of $416,632 for the value of UTTC
stock issued to one of the Company's former directors in satisfaction of the
terms of a termination agreement executed on June 29, 1999 between the former
director and the Company.
Equity in loss of affiliates for the six months ended September 30, 2000
amounted to $637,839. This amount represents Ashton's portion of the net loss
of KAA, which was primarily a result of unrealized losses on the trading
portfolio.
Liquidity and Capital Resources
At September 30, 2000, the Company's consolidated total assets were $24,272,169
compared to $31,023,911 at March 31, 2000. Current assets at September 30, 2000
totaled $21,326,019 and current liabilities were $1,270,044. Stockholders'
equity at September 30, 2000 decreased to $17,958,511 from $25,162,607 at March
31, 2000 due primarily to the net loss applicable to common stock of $8,081,933.
At September 30, 2000, the Company's principal sources of liquidity consisted of
cash and cash equivalents of $8,099,374 and securities available for sale of
$9,954,400, compared to cash and cash equivalents of $15,365,439 and securities
available for sale of $9,906,220 at March 31, 2000. The decrease in cash and
cash equivalents and securities available for sale is primarily a result of the
net loss for the six months ended September 30, 2000 of $7,407,034.
Gomez generated substantially all of the Company's revenues for the six months
ended September 30, 1999. As of December 31, 1999, the Company began accounting
for its remaining investment in Gomez under the equity method of accounting
rather than consolidating Gomez's results of operations with the results of the
Company. As a result, Gomez will no longer provide any revenues to the Company.
The Company's future revenues will be dependent upon the Company's ability to
deploy its iMatch systems, including eVWAP, and customer utilization of eVWAP.
The level and timing of such revenue is dependent upon, among other factors, the
Company's assumptions regarding (i) the ramp-up of eVWAP implementation; (ii)
the trading volume experienced by eVWAP; and (iii) the pricing the Company is
able to obtain for eVWAP trade execution. Until adequate revenue is derived
from eVWAP, the Company's cash and cash equivalents, investments and cash flow
from operations will be sufficient to meet the presently anticipated cash
requirements of the Company for a period of approximately nine to twelve months.
The Company's future capital requirements will depend on many factors, including
the timing for the ramp-up of the eVWAP, market acceptance of the Company's
products, the timing and extent of spending to support the development and
introduction of the iMatch System and other new products and affiliated company
development
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efforts, and the timing of introductions of new products and enhancements to
existing products. Ashton and its subsidiaries will require additional financing
to fund development of their products and services. Such financing may be raised
through spin-offs, additional equity offerings, borrowings, or other
collaborative relationships, which may require Ashton to share ownership of its
subsidiaries, joint ventures, and/or revenue from products and services.
On October 31, 2000, Ashton entered into an agreement to engage Jefferies & Co.,
("Jefferies") to act as exclusive financial advisor and sole placement agent for
Ashton in connection with the structuring, issuance and sale of equity
securities of eMC and UTTC. Jefferies will also act as an advisor to the
Company regarding global electronic markets. There can be no assurance that
the equity financing anticipated under this engagement will be available on
terms acceptable to Ashton or at all.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Ashton uses various management tools to monitor its exposure to market risks.
For a further discussion of the Company's market risks and risk management
policy, refer to Item 7A Quantitative and Qualitative Disclosure About Market
Risk of the Company's Annual Report on Form 10-K for the fiscal year ended March
31, 2000.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On September 21, 2000, the 2000 Annual Meeting of Stockholders was held in
Philadelphia, PA. At the meeting, the following items were acted upon by a vote
of security holders: (i) the election of eight directors of Ashton to serve
until the next annual meeting or until their successors have been duly elected
and qualified; (ii) the amendment of the Company's Certificate of Incorporation
to increase the number of authorized shares of common stock from 60,000,000 to
100,000,000; and (iii) the adoption of the 2000 Incentive Plan. The number of
votes cast for, against or withheld, as well as the number of abstentions and
broker non-votes was as follows:
(i) Election of directors:
Name of (Withhold Authority)
Nominee For Against Abstain
------- --- ------- -------
Arthur J. Bacci 24,929,732 -- 645,431
Thomas G. Brown 24,953,091 -- 622,072
Richard E. Butler 24,950,116 -- 625,047
K. Ivan F. Gothner 24,641,472 -- 933,691
Herbert Kronish 24,935,936 -- 639,227
Fredric W. Rittereiser 24,856,763 -- 718,400
William W. Uchimoto 24,957,916 -- 617,247
Fred S. Weingard 24,963,266 -- 611,897
(ii) Approval of the amendment to the Company's Certificate of
Incorporation to increase the number of authorized shares of common
stock from 60,000,000 to 100,000,000:
For Against Abstain
--- ------- -------
23,617,108 1,838,120 119,935
(iii) Approval and adoption of the 2000 Incentive Plan:
For Against Abstain Broker Non-Votes
--- ------- ------- ----------------
6,307,936 2,137,717 478,577 16,650,933
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ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
3.1 Operating Agreement between and among ATG Trading, LLC, The Ashton
Technology Group, Inc. and Thomas L. Rittereiser dated as of August 21,
2000.
10.1 Convertible Loan Agreement between and among TeamVest, Inc. and
Electronic Market Center, Inc. dated as of August 9, 2000.
10.2 TeamVest, Inc. Convertible Promissory Note dated as of August 9, 2000.
10.3 Operating Agreement between and among TeamVest, Inc., Electronic Market
Center, Inc. and E-Trustco.com Inc. dated as of August 9, 2000.
10.4 Lease Agreement between The Ashton Technology Group, Inc. and
Electronic Data Systems dated as of August 1, 2000.
10.5 Confirmatory Agreement between The Ashton Technology Group, Inc. and
Electronic Market Center, Inc, dated as of August 1, 2000.
10.6 Memorandum of Understanding between The Ashton Technology Group, Inc.
and K. Ivan F. Gothner dated May 2, 1997.
27 Financial Data Schedule
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SIGNATURES
In accordance with the requirements of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
The Ashton Technology Group, Inc.
---------------------------------
(Registrant)
Date: November 14, 2000 By: /s/ Jennifer L. Andrews
------------------------- -----------------------------
_________________________ Jennifer L. Andrews
Senior Vice President
Chief Financial Officer
26
