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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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COMMISSION FILE NUMBER: 0-27470
---------------------------
CYBERCASH, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 54-1725021
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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2100 RESTON PARKWAY, RESTON, VA 22091
(Address of principal executive offices, including zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (703) 620-4200
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
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COMMON STOCK, $0.001 PAR VALUE 10,843,176 SHARES
------------------------------ -----------------
(CLASS) (OUTSTANDING AT MARCH 31, 1997)
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TABLE OF CONTENTS
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PAGE NO.
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PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Statements of Operations for the three months ended March
31, 1997 and 1996..................................................... 2
Consolidated Balance Sheets as of March 31, 1997 and December 31,
1996.................................................................. 3
Consolidated Statements of Cash Flows for the three months ended March
31, 1997 and 1996..................................................... 4
Notes to Consolidated Financial Statements.............................. 5
Item 2. Management's Discussion and Analysis of Financial Conditions and Results
of Operations......................................................... 7
PART II. OTHER INFORMATION
Item 1. Legal Proceedings....................................................... 10
Item 2. Changes in Securities................................................... 10
Item 3. Defaults upon Senior Securities......................................... 10
Item 4. Submission of Matters to a Vote of Security-Holders..................... 10
Item 5. Other Information....................................................... 10
Item 6. Exhibits and Reports on Form 8-K........................................ 10
Signatures.............................................................. 11
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PART I -- FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
CYBERCASH, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
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<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-------------------------
1997 1996
----------- -----------
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Revenues............................................................ $ 155,395 $ 21,619
Costs and expenses:
Research and development.......................................... 3,511,386 2,846,464
Sales and marketing............................................... 2,460,342 1,146,439
General and administrative........................................ 1,610,696 1,015,671
Write-off of NetBill technology license........................... 2,162,500 --
----------- -----------
Loss from operations................................................ (9,589,529) (4,986,955)
Interest and other income........................................... 381,963 372,086
----------- -----------
Net loss............................................................ $(9,207,566) $(4,614,869)
=========== ===========
Net loss per share.................................................. $ (0.86) $ (0.72)
=========== ===========
Weighted average shares outstanding................................. 10,730,657 6,443,475
=========== ===========
</TABLE>
See accompanying notes.
2
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CYBERCASH, INC.
CONSOLIDATED BALANCE SHEETS
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<CAPTION>
MARCH 31, DECEMBER 31,
1997 1996
------------ ------------
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ASSETS
Current assets:
Cash and cash equivalents....................................... $ 26,376,147 $ 33,687,076
Restricted cash................................................. 250,000 250,000
Accounts receivable............................................. 160,568 151,765
Prepaid expenses and other current assets....................... 578,190 694,062
------------ ------------
Total current assets.................................... 27,364,905 34,782,903
Property and equipment, net....................................... 5,568,514 5,629,664
Other long-term assets............................................ 613,869 637,514
------------ ------------
Total assets............................................ $ 33,547,288 $ 41,050,081
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable................................................ $ 1,009,081 $ 1,263,923
Accrued bonus and employee benefits............................. 360,511 1,067,025
Other accrued expenses.......................................... 747,892 519,647
Deferred revenue................................................ 116,950 90,000
------------ ------------
Total current liabilities............................... 2,234,434 2,940,595
Commitments
Stockholders' equity
Common Stock, $.001 par value; 25,000,000 shares authorized;
10,863,176 shares issued and 10,843,176 outstanding as of
March 31, 1997 and 10,732,262 issued and 10,712,262
outstanding as of December 31, 1996.......................... 10,863 10,732
Class A Warrants................................................ 32,500 --
Additional paid-in capital...................................... 79,502,301 77,201,462
Accumulated deficit............................................. (46,921,996) (37,714,430)
Treasury stock, at cost, 20,000 shares.......................... (120,000) (120,000)
Foreign currency translation.................................... (100,003) (87,569)
Receivable from sale of Common Stock............................ (812,455) (820,233)
Unearned compensatory stock options............................. (278,356) (360,476)
------------ ------------
Total stockholders' equity.............................. 31,312,854 38,109,486
------------ ------------
Total liabilities and stockholders' equity.............. $ 33,547,288 $ 41,050,081
============ ============
</TABLE>
See accompanying notes.
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CYBERCASH, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
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<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-------------------------
1997 1996
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OPERATING ACTIVITIES
Net loss............................................................ $(9,207,566) $(4,614,869)
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation...................................................... 587,701 208,840
Write-off of NetBill technology license........................... 2,162,500 --
Accrued interest on receivable from sale of common stock.......... (11,802) (16,185)
Compensation expense related to stock options..................... 190,654 52,545
Changes in operating assets and liabilities:
Accounts receivable............................................ (8,803) --
Prepaid expenses and other current assets...................... 115,872 (338,288)
Other long term assets......................................... 23,645 72,281
Accounts payable, accrued expenses and deferred revenue........ (706,161) 1,498,324
----------- -----------
Net cash used in operating activities............................... (6,853,960) (3,137,352)
INVESTING ACTIVITIES
Purchases of property and equipment................................. (526,551) (1,326,012)
----------- -----------
Net cash used in investing activities............................... (526,551) (1,326,012)
FINANCING ACTIVITIES
Proceeds from receivable from issuance of Common Stock.............. 19,580 --
Proceeds from issuance of Common Stock.............................. -- 58,253,212
Proceeds from issuance of Common Stock through the Employee Stock
Option Plan....................................................... 62,435 --
----------- -----------
Net cash provided by financing activities........................... 82,015 58,253,212
----------- -----------
Effect of exchange rates changes on cash and cash equivalents....... (12,433) --
----------- -----------
Net (decrease) increase in cash and cash equivalents................ (7,310,929) 53,789,848
Cash and cash equivalents at beginning of period.................... 33,687,076 5,294,622
----------- -----------
Cash and cash equivalents at end of period.......................... $26,376,147 $59,084,470
========== ==========
</TABLE>
See accompanying notes.
4
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CYBERCASH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ORGANIZATION AND NATURE OF OPERATIONS
CyberCash, Inc. (the "Company" or "CyberCash"), was incorporated on August
29, 1994 in the State of Delaware and was in the development stage from date of
inception through December 31, 1996. CyberCash is a leading provider of Internet
payment processing services to financial institutions in the United States and
abroad. The Company's suite of Internet payment services features the electronic
counterparts to cash, credit cards, and checks.
The accompanying condensed consolidated financial statements and notes
thereto have been prepared in accordance with generally accepted accounting
principles for interim financial information and should be read in conjunction
with the Company's consolidated financial statements found in the Company's Form
10-K. In the opinion of management, all adjustments (consisting only of normal,
recurring adjustments) considered necessary to reflect fairly the Company's
consolidated financial position and consolidated results of operations have been
included. 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 at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates. The results of operations for the three months ended March 31, 1997
and 1996 are not necessarily indicative of the results for the full year.
ACQUISITION OF NETBILL TECHNOLOGY LICENSE
On March 21, 1997, CyberCash entered into a technology licensing agreement
with Carnegie Mellon University ("CMU") whereby the Company acquired the
exclusive, worldwide rights to CMU's NetBill technology for use in network-based
electronic commerce. NetBill is a development stage technology for the
facilitation of electronic commerce over the Internet. The consideration for the
license included 120,000 shares of the Company's Common Stock, plus Warrants to
purchase another 50,000 shares of the Company's Common Stock at an exercise
price of $16.45 per share. The Warrants are divided into 25,000 Class A Warrants
and 25,000 Class B Warrants. Each class will become exercisable in five equal
annual installments of 5,000 Warrant shares, commencing on the first anniversary
of the license, provided that the exercise of the Class B Warrants shall also be
conditioned upon certain milestones, as described in the agreement. In addition
CyberCash agreed to a cash royalty of $450,000, payable over four years. The
Company will expense the royalty payments as incurred. In accordance with the
Company's research and development policy, the Company recorded a non-cash
charge to operations of $2,162,500, for the fair value of the Common Stock and
Class A Warrants issued in the acquisition of the NetBill technology license.
SUBSEQUENT EVENT
On April 24, 1997, CyberCash and Softbank Corporation ("Softbank") entered
into a joint venture agreement to commercialize CyberCash's technology in Japan.
Pursuant to the agreement, the parties have formed a Japanese corporation,
CyberCash Kabushiki Kaisha ("CCKK"), which will serve as the joint venture
entity. A 95%-owned subsidiary of CyberCash owns 200 shares of CCKK's Common
Stock, and Softbank has purchased 80 shares of CCKK's Preferred Stock, which is
convertible into Common Stock on a one-for-one basis. Softbank has agreed to
purchase an additional 120 shares of CCKK's Preferred Stock by June 30, 1997.
CyberCash will account for its interest in the joint venture under the equity
method.
In May 1997, CyberCash and CCKK entered into a Software Development
Agreement. Under the agreement, CyberCash will modify the CyberCash technology
and will license it to CCKK for use in the Japanese market. CCKK will pay
CyberCash $100,000 plus its fully-burdened costs of performing this work, not to
exceed $1,100,000 in total.
5
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CYBERCASH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
RECENT PRONOUNCEMENTS
In February 1997, the Financial Accounting Standards Board issued Statement
No. 128, "Earnings Per Share" which is required to be adopted on December 31,
1997. The Company does not believe that Statement No. 128 will have an impact on
the Company's calculation of earnings per share.
6
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the
accompanying consolidated financial statements and notes thereto. Historical
results and percentage relationships among any amounts in the financial
statements are not necessarily indicative of trends in operating results for any
future period. This discussion contains, in addition to historical information,
forward-looking statements that involve risks and uncertainties. The Company's
actual results could differ significantly from the results discussed in the
forward-looking statements. The uncertainties and risks include the pace of
growth of Internet commerce, development by the Company and its competitors of
new products and services, strategic decisions by major participants in the
industry, competitive pricing pressures, legal and regulatory developments, and
general economic conditions. Further information about these and other relevant
risks and uncertainties may be found in the Company's Annual Report on Form
10-K.
RESULTS OF OPERATIONS
Overview. The Company's future operating performance will depend in large
part on whether, and how quickly, the Internet will emerge as a widely-used
commercial marketplace. Global commerce on the Internet is new and evolving
rapidly. It is therefore difficult to predict with any assurance if and when the
Internet will prove to be a viable commercial marketplace, and what role, if
any, payment systems such as those offered by the Company, will play in that
marketplace. The Company's revenue expectations have been based almost entirely
on expectations of future demand rather than on actual experience. Moreover, the
Company has limited historical financial data on which to base forecasts of its
operating expenses. Accordingly, the Company's expense levels have been based in
part on expectations as to future revenues and expected development and
marketing requirements. Since its inception in August 1994, the Company has
devoted most of its efforts to development and marketing in preparation for and
anticipation of the growth in Internet commerce that it expected would create a
substantial market for its Internet payment services. The Company also has made
significant investments in computers, networking systems and telecommunications
equipment. Largely, as a result of the expenses associated with these efforts,
the Company's operating expenses have increased each quarter through the end of
1996.
Internet commerce has been developing at a slower rate than anticipated,
and as a result, the number of transactions the Company processes has not grown
as quickly as it had expected. During the first quarter of 1997, the Company
implemented several initiatives intended to increase its transaction levels. The
Company introduced the PayNow(TM) Secure Electronic Check Service in a pilot
program with leading bill presentment services; introduced the Digital NewStand,
thus expanding the pay-per-view concept to the Internet for high-value
information; partnered with ESPNet SportZone to provide single-day access to its
premium content using CyberCoin(TM); and agreed to enter into joint ventures in
Japan and Germany to develop and market the CyberCash technology in those
markets.
In some cases, the Company has been able to get strategic alliances and
joint venture partners to pay for all or part of the development work performed
by the Company for adapting its technology to new uses or to foreign markets. In
many of these cases, the Company anticipates that the software developed through
these joint efforts will produce transaction revenues for the Company in the
future. The Company intends to continue with this strategy of generating
revenues from software development whenever possible to help finance its overall
development program.
The Company also implemented during the first quarter of 1997, several
cost-cutting strategies to decrease operating costs in order to adjust for the
slow-growth rate of Internet commerce. In connection with the Company's
restructuring plan, the Company recorded a $344,000 one-time restructuring
charge in the first quarter of 1997 associated with the termination of
approximately 15 employees. As a result of the Company's restructuring plan,
operating expenses, net of the non-cash charge for the acquisition of NetBill of
$2,162,500 and the one-time restructuring charge of $344,000, decreased 16% from
$8,604,000 for the three months ended December 31, 1996 to $7,238,000 for three
months ended March 31, 1997.
7
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Revenues. The Company's revenues for the three months ended March 31, 1997
and 1996 were $155,000 and $22,000, respectively. Revenues derived from
transaction processing and connection fees for Secure Credit Card services and
CyberCoin were $69,000 for the three months ended March 31, 1997. Revenues from
software development were $86,000 and $22,000 for the three months ended March
31, 1997 and 1996, respectively.
OPERATING EXPENSES
Research and Development. Research and development expenses were
$3,511,000 and $2,846,000 for the three months ended March 31, 1997 and 1996,
respectively. The Company's research and development expenses for the three
months ended March 31, 1997 were primarily related to development of the PayNow
Secure Electronic Check Service; maintenance and upgrade of CyberCoin and Secure
Credit Card Services; development and refinement of methods for efficient
connection to existing financial networks for transaction processing; the
continuing development of open and interoperable payment solutions; and a
portion of the restructuring charge. The Company believes that significant
continuing investments in research and development will be required to remain
competitive. To date, all of the Company's software development costs have been
expensed as incurred. The Company will continue to expense such costs until such
time as the recoverability of such costs through future benefits can be
established.
Sales and Marketing. Sales and marketing expenses were $2,460,000 and
$1,146,000 for the three months ended March 31, 1997 and 1996, respectively.
Sales and marketing expenses for the three months ended March 31, 1997 were
primarily related to a marketing promotion with ESPNet SportZone; the
introduction of PayNow Secure Electronic Check Service; continued promotion of
Secure Credit Card and CyberCoin services; expansion of the Company's
relationships with financial institutions and processors; and a portion of the
restructuring charge.
General and Administrative. General and administrative expenses were
$1,611,000 and $1,016,000 for the three months ended March 31, 1997 and 1996,
respectively. The general and administrative expenses for the three months ended
March 31, 1997 primarily reflect personnel costs in the areas of human
resources, finance, legal and administration.
Acquisition of NetBill Technology License. On March 21, 1997, CyberCash
entered into a technology licensing agreement with Carnegie Mellon University
("CMU") whereby the Company acquired the exclusive, worldwide rights to CMU's
NetBill technology for use in network-based electronic commerce. In accordance
with the Company's research and development policy, the Company recorded a
non-cash charge to operations of $2,162,500, for the fair value of the Common
Stock and Class A Warrants issued in the acquisition of the NetBill technology
license.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1997, the Company had cash and cash equivalents of $26,376,000
compared to $33,687,000 at December 31, 1996. The decrease in cash and cash
equivalents of $7,311,000 is due to a net loss of $9,208,000; capital
expenditures of $527,000; a decrease in accounts payable and accrued expenses of
$706,000; an increase in the accrued interest on receivable from sale of common
stock of $12,000; and the effect of exchange rates of $12,000. These items are
offset by non-cash expenses of $2,163,000 for the write-off of the NetBill
technology license; $778,000 for depreciation and compensation expense related
to stock options; a decrease in other assets of $131,000; proceeds from
receivable from the sale of Common Stock of $20,000; and proceeds from the
issuance of Common Stock through the Employee Stock Option Plan of $62,000.
The Company currently anticipates that its available cash resources
combined with future cash flows from operations will be sufficient to meet its
presently anticipated working capital needs for at least the next 12 months.
Thereafter, the Company may need to raise additional funds through debt and/or
equity financing. The Company's estimates of its cash requirements are
forward-looking statements, and there is no assurance that the Company's actual
cash requirements will not exceed its currently anticipated cash requirements.
The
8
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Company may need to raise additional funds sooner than anticipated in order to
fund more rapid expansion, to develop new or enhanced services, to respond to
competitive pressures or to acquire complementary businesses or technologies. If
additional funds are raised through the issuance of equity securities, the
percentage ownership of the stockholders of the Company will be reduced,
stockholders may experience additional dilution, or such equity securities may
have rights, preferences or privileges senior to those of the holders of the
Company's common stock. There can be no assurance that additional financing will
be available when needed on terms favorable to the Company or at all. If
adequate funds are not available or are not available on acceptable terms, the
Company may be unable to develop or enhance products or services, take advantage
of future opportunities, or respond to competitive pressures, which could have a
material adverse effect on the Company's business, financial condition or
operating results.
9
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PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
On March 21, 1997, CyberCash acquired a technology license from Carnegie
Mellon University ("CMU") part of the consideration of which was the issuance to
CMU of 120,000 shares of the Company's Common Stock, plus Warrants to purchase
another 50,000 shares of the Company's Common Stock at an exercise price of
$16.45 per share. The Warrants are divided into 25,000 Class A Warrants and
25,000 Class B Warrants. Each class will become exercisable in five equal annual
installments of 5,000 Warrant shares, commencing on the first anniversary of the
license, provided that the exercise of the Class B Warrants shall also be
conditioned upon certain milestones, as described in the license. The Company
issued these shares and warrants in reliance on the exemption from registration
provided by Section 4(2) of the Securities Act of 1933, as amended, and
Regulation D thereunder.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
None.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
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CyberCash, Inc.
---------------------------------------------
(Registrant)
Date: May 14, 1997
---------------------------------------------
William N. Melton
President and Chief Executive Officer
Date: May 14, 1997
---------------------------------------------
James J. Condon
Chief Financial Officer
</TABLE>
11
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 26,376,147
<SECURITIES> 0
<RECEIVABLES> 160,568
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 27,364,905
<PP&E> 5,568,514
<DEPRECIATION> 2,484,649
<TOTAL-ASSETS> 33,547,288
<CURRENT-LIABILITIES> 2,234,434
<BONDS> 0
0
0
<COMMON> 10,863
<OTHER-SE> 31,301,991
<TOTAL-LIABILITY-AND-EQUITY> 33,547,288
<SALES> 0
<TOTAL-REVENUES> 155,395
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (9,207,566)
<INCOME-TAX> 0
<INCOME-CONTINUING> (9,207,566)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (9,207,566)
<EPS-PRIMARY> (.86)
<EPS-DILUTED> (.86)
</TABLE>
