<PAGE> 1
.
================================================================================
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 QUARTERLY PERIOD ENDED MARCH 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
COMMISSION FILE NUMBER: 0-27470
---------------------------
CYBERCASH, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<CAPTION>
<S> <C>
DELAWARE 54-1725021
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
2100 RESTON PARKWAY, RESTON, VA 20191
(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.
<TABLE>
<CAPTION>
<S> <C>
COMMON STOCK, $0.001 PAR VALUE 24,797,100
(CLASS) (OUTSTANDING AT MARCH 31, 2000)
</TABLE>
================================================================================
1
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C> <C>
PAGE NO.
PART I. FINANCIAL INFORMATION -------
Item 1. Consolidated Financial Statements
Consolidated Statements of Operations for the three months ended March 31, 2000 and 1999 3
Consolidated Balance Sheets as of March 31, 2000 and December 31, 1999 4
Consolidated Statements of Cash Flows for the three months ended March 31, 2000 and 1999 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7
Item 3. Qualitative and Quantitative Market Risk Disclosure 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 9
Item 2. Changes in Securities 9
Item 3. Defaults upon Senior Securities 9
Item 4. Submission of Matters to a Vote of Security-Holders 9
Item 5. Other Information 9
Item 6. Exhibits and Reports on Form 8-K 9
Signatures 10
</TABLE>
2
<PAGE> 3
PART I -- FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
CYBERCASH, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------------------------------------
2000 1999
----------------------- -----------------------
<S> <C> <C>
Revenues.................................... $ 5,980,107 $ 4,563,119
Less: Returns and allowances................ 129,450 157,690
--------------------- -----------------------
Net revenues............................. 5,850,657 4,405,429
Cost of revenues............................ 3,584,315 2,438,369
--------------------- -----------------------
Gross profit........................... 2,266,342 1,967,060
Costs and expenses:
Research and development............... 2,461,722 2,547,201
Sales and marketing.................... 4,041,884 3,875,166
General and administrative............. 2,177,107 1,714,162
Amortization of intangibles............ 2,366,325 1,936,521
--------------------- -----------------------
Loss from operations........................ (8,780,696) (8,105,990)
Interest and other income................... 191,804 212,258
Other expense............................... -- (67)
--------------------- -----------------------
Net loss.................................... $ (8,588,892) $ (7,893,799)
===================== =======================
Net loss to shareholders $ (8,588,892) $ (7,893,799)
===================== =======================
Net loss per share.......................... $ (0.35) $ (0.40)
===================== =======================
Weighted average shares outstanding 24,726,769 19,717,347
===================== =======================
</TABLE>
See accompanying notes.
3
<PAGE> 4
CYBERCASH, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
---------------------- ---------------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents..................................................... $ 13,037,794 $ 18,176,010
Restricted cash............................................................... 354,936 354,936
Accounts receivable, net...................................................... 3,735,695 3,394,091
Prepaid expenses and other current assets..................................... 867,809 1,029,631
--------------- ------------------
Total current assets.................................................. 17,996,234 22,954,668
Property and equipment, net..................................................... 9,408,263 9,965,802
Investments..................................................................... 7,242,941 7,242,941
Other long-term assets.......................................................... 1,207,293 1,215,514
Intangibles, net................................................................ 64,960,414 67,326,739
--------------- ------------------
Total assets.......................................................... 100,815,145 108,705,664
=============== ==================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.............................................................. 1,634,885 1,714,934
Accrued employee benefits..................................................... 1,468,053 1,268,047
Other accrued expenses........................................................ 1,330,375 2,320,242
Deferred revenue.............................................................. 1,033,830 1,212,847
--------------- ------------------
Total current liabilities............................................. 5,467,143 6,516,070
Commitments and contingencies
Stockholders' equity:
Common Stock, $.001 par value; 40,000,000 shares
authorized; 24,817,100 shares issued and 24,797,100
outstanding as of March 31, 2000 and 24,701,542
shares issued and 24,681,542 outstanding as of December 31, 1999........... 24,817 24,702
Additional paid-in capital.................................................... 242,557,254 241,053,526
Accumulated deficit........................................................... (146,601,185) (138,012,293)
Treasury stock, at cost, 20,000 shares........................................ (120,000) (120,000)
Accumulated other comprehensive income........................................ (509,082) (487,432)
Receivable from sale of common stock.......................................... (3,802) (268,909)
--------------- ------------------
Total stockholders' equity............................................ 95,348,002 102,189,594
--------------- ------------------
Total liabilities and stockholders' equity............................ $ 100,815,145 $ 108,705,664
--------------- ------------------
</TABLE>
See accompanying notes.
4
<PAGE> 5
CYBERCASH, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------------------
2000 1999
----------------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss......................................................................... $ (8,588,892) $ (7,893,799)
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation................................................................... 1,043,401 935,107
Amortization of intangibles.................................................... 2,366,325 1,936,521
Expense recognized in association with issuance of stock, stock options
and warrants................................................................... 446,526 597,950
Accrued interest on receivable from sale of common stock....................... (2,546) (3,755)
Loss on disposal of property and equipment..................................... -- 3,822
Changes in operating assets and liabilities:
Restricted cash ............................................................ -- (7,203)
Accounts receivable......................................................... (341,604) 904,513
Prepaid expenses and other current assets................................... 161,822 (223,343)
Other long-term assets...................................................... 8,221 83,547
Accounts payable............................................................ (80,049) (1,262,322)
Accrued employee benefits................................................... 200,006 (663,288)
Other accrued expenses...................................................... (898,867) (420,473)
Deferred revenue............................................................ (179,017) 35,748
-------------------------------------------
Net cash used in operating activities............................................ (5,955,674) (5,976,975)
INVESTING ACTIVITIES
Purchases of property and equipment.............................................. (485,862) (982,853)
-------------------------------------------
Net cash used in investing activities............................................ (982,853) (982,853)
FINANCING ACTIVITIES
Proceeds from issuance of common stock........................................... -- 14,778,824
Proceeds from receivable from sale of common stock............................... 267,653 14,170
Proceeds from the exercise of stock options...................................... 1,057,317 242,944
-------------------------------------------
Net cash provided by financing activities........................................ 1,324,970 15,035,938
-------------------------------------------
Effect of exchange rates changes on cash and cash equivalents.................... (21,650) (8,117)
-------------------------------------------
Net increase (decrease) in cash and cash equivalents............................. (5,138,216) 8,067,993
Cash and cash equivalents at beginning of period................................. 18,176,010 10,902,532
===========================================
Cash and cash equivalents at end of period....................................... $ 13,037,794 $ 18,970,525
===========================================
</TABLE>
See accompanying notes.
5
<PAGE> 6
CYBERCASH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND NATURE OF OPERATIONS
CyberCash, Inc. ("CyberCash" or the "Company") was incorporated on August
29, 1994 in the state of Delaware. CyberCash is the world's leading provider of
Internet payment services and electronic payment technologies, enabling
e-commerce for merchants operating either in the physical "brick and mortar"
world or the virtual world of the Internet.
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, 2000
and 1999 are not necessarily indicative of the results for the full year.
2. NET LOSS PER SHARE
The following table sets forth the computation of the net loss per share:
<TABLE>
<CAPTION>
Three months ended March 31,
---------------------------------------------------------
2000 1999
-------------------------- ----------------------
<S> <C> <C>
Numerator:
Net loss $ (8,588,892) $ (7,893,799)
-------------------------- ----------------------
Net loss available to Common Stockholders $ (8,588,892) $ (7,893,799)
=========== ===========
Denominator
Weighted average shares outstanding 24,726,769 19,717,347
Basic earnings per share $ (0.35) $ (0.40)
</TABLE>
3. COMPREHENSIVE INCOME
The components of comprehensive income for the three months ended March 31,
2000 and 1999 are as follows:
<TABLE>
<CAPTION>
Three months ended March 31,
-----------------------------------------------
2000 1999
---------------------- --------------------
<S> <C> <C>
Net loss $ (8,588,892) $ (7,893,799)
Foreign currency translation adjustments (21,650) (8,117)
---------------------- --------------------
Comprehensive income $ (8,610,542) $ (7,901,916)
====================== ====================
</TABLE>
4. SEGMENT INFORMATION
The Company has three reportable segments: Internet Payment Service,
Software Payment Product, and Customization Services. The Company's revenues in
the first quarter 2000 from these segments were $2,453,000 (41%) from Internet
Service, $2,911,000 (49%) from Software Product, and $616,000 (10%) from
Customization. The Company's revenues in the first quarter 1999 from each of
these segments were $1,374,000 (30%) from Internet Service, $2,225,000 (49%)
from Software Product, and $964,000 (21%) from Customization Services.
6
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
You should read the following discussion in conjunction with the
accompanying consolidated financial statements and the notes thereto. Our
reported results for the first quarter ended March 31, 2000, and the
relationship between those results and the results for prior periods, are not
necessarily indicative of our results in the future. This discussion contains,
in addition to historical information, forward-looking statements that reflect
our current expectations. These forward-looking statements relate to our
present plans and reflect our assumptions about future events and
contingencies. They are, therefore, subject to numerous risks and
uncertainties. The rapidly evolving industry in which we operate necessitates
management's continuous re-evaluation of our business plans. Moreover, the
outcome of future events and our actual results cannot be predicted and could
differ significantly from our current expectations. The section entitled "Risk
Factors" in Item 1 of our Annual Report on Form 10-K for 1999 describe some,
but not all, of the factors that could cause these differences.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THREE MONTHS ENDED MARCH 31, 1999
REVENUES
Our revenues for the three months ended March 31, 2000 were $5,980,000
compared to $4,563,000 for the three months ended March 31, 1999, representing
a 31% increase over the prior year's comparable quarter. By segment, reported
revenues were as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
SEGMENT 2000 1999
<S> <C> <C>
Internet Service $ 2,453,000 $ 1,374,000
Software Product 2,911,000 2,225,000
Customization Services 616,000 964,000
---------- -----------
TOTAL $ 5,980,000 $ 4,563,000
</TABLE>
Most of the growth in revenues derived from growth in the Company's
installed merchant base for our Internet Payment Service business. Our
installed merchant base grew from 11,100 at the end of the first quarter of
1999 to approximately 22,500 at the end of the first quarter of 2000,
representing more than a 100% increase in our installed merchant base. The
increased merchant base resulted in increased set-up fees, monthly recurring
fees and per transaction fees charged by the Company. Revenue from software
products also increased, primarily as a result of sales of the WebAuthorize,
PCAuthorize and MacAuthorize products of the Company's wholly-owned subsidiary,
Tellan Software, Inc. Increases in revenue in the Internet Service and Software
Product businesses were offset by a reduction in revenue earned from the
Company's Customization Services business. Revenues from the Customization
Services business are expected to assume an increasingly minor role in
operations as the Company places greater emphasis on standardized applications
that require less engineering services while limiting contract services for
third parties.
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
SEGMENT 2000 1999
<S> <C> <C>
Internet Service 41% 30%
Software Product 49 49
Customization Services 10 21
---- ----
TOTAL 100% 100%
</TABLE>
7
<PAGE> 8
OPERATING EXPENSES
Cost of Revenues. Cost of revenues consist primarily of the cost of
operations to provide transaction processing, customer service and the software
and hardware components for our software products. Cost of revenues increased
by $1,146,000 from $2,438,000 for the three months ended March 31, 1999 to
$3,584,000 for the three months ended March 31, 2000 primarily as a result of
costs incurred to operate the Company's Internet payment service and support
center and costs incurred for software order fulfillment.
Research and Development. Research and development expenses consist
primarily of compensation expense and consulting fees to support the
development of our service and product offerings and technologies. Research and
development expenses remained fairly consistent, decreasing by $85,000 from
$2,547,000 for the three months ended March 31, 1999 to $2,462,000 for the
three months ended March 31, 2000. The level of spending on research and
development reflects the Company's decision to focus spending on the Company's
core software and Internet payment services technologies. To date, CyberCash
has expensed all software development costs as incurred. The Company will
continue to expense similar costs until it can be demonstrated that future
benefits may be realized from costs incurred to develop the Company's software.
Sales and Marketing. Sales and marketing expenses consist primarily of
compensation expense and advertising and marketing costs. Sales and marketing
expenses increased $167,000 from $3,875,000 for the three months ended March
31, 1999 to $4,042,000 for the three months ended March 31, 2000. This increase
is largely a result of increased compensation expense incurred for commissions
earned during the first quarter of 2000. We expect sales and marketing expenses
to increase as we continue to promote our Internet Services and Software
Products.
General and Administrative. General and administrative expenses consist
primarily of compensation expense for management and support personnel and fees
for professional services and other expenses not associated with our general
management and administration and not attributable to a particular source of
revenue, or type of expense. General and administrative expenses increased
$463,000 from $1,714,000 to $2,177,000 for the three months ended March 31,
1999 and 2000, respectively. The increase primarily represents increased
compensation expense for the Company's executive and management team, including
non-cash compensation expense imputed from a personal guaranty made by Bill
Melton, CyberCash's chairman and a principal stockholder in the Company, to
Jim Condon, CyberCash's President and Chief Executive Officer. We anticipate
that general and administrative expenses will continue to be significant as our
operations continue to develop and expand; however, we do not anticipate that
they will increase significantly.
Amortization of Intangibles. The increase in amortization expense is a
result of the Tellan Software, Inc. acquisition consummated in July 1999. We
accounted for the acquisition as a purchase and accordingly, the purchase price
was allocated to the assets and liabilities acquired at their estimated fair
value as of the date of acquisition. Of the $11.3 million purchase price,
$986,000 was allocated to Tellan's net assets, and the remainder to intangible
assets. These intangible assets are being amortized using the straight-line
method over their estimated useful lives of three to ten years.
Interest Income. Interest income decreased $20,000 from $212,000 for the
three months ended March 31, 1999 to $192,000 for the three months ended March
31, 2000. This slight decrease resulted from a smaller average cash balance
available for investment.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 2000, CyberCash had cash and cash equivalents of $13,038,000
compared to $18,176,000 at December 31, 1999. This decrease in cash of
$5,138,000 resulted from cash used in operations of $5,956,000, cash used for
the acquisition of property and equipment of $486,000, and a $22,000 effect
from the fluctuation in exchange rates, offset by cash provided by financing
activities of $1,325,000 of which $1,057,000 represented proceeds from the
exercise of stock options. During the first quarter of 1999, CyberCash
experienced an $8,068,000 increase in cash resulting from $15,036,000 provided
by financing activities of which $14,779,000 represented proceeds from the sale
of common stock, offset by cash used in operating activities of $5,977,000,
cash used to purchase property and equipment of $983,000, and an $8,000 effect
from the fluctuation in exchange rates.
CyberCash currently anticipates that its current available cash resources
combined with future cash flows from operations will be sufficient to meet its
presently anticipated cash needs, including its working capital requirements
for at least twelve to fifteen months. This assumes that the Company achieves a
rate of revenue growth that management believes is reasonably attainable and
that the Company continues its current program of cost control. Depending on
future events and circumstances, CyberCash may need to raise additional funds.
Additional funds may be required sooner than anticipated in order to:
8
<PAGE> 9
- fund more rapid expansion,
- develop new or enhanced services,
- respond to competitive pressures or
- acquire complementary businesses or technologies.
If CyberCash does raise additional funds through the issuance of equity
securities, the percentage ownership of the stockholders will be reduced,
stockholders may experience additional dilution, or equity securities issued
may have rights, preferences or privileges senior to those of common
stockholders. The Company cannot assure that additional financing will be
available now or in the future. If adequate funds are not available or are not
available on acceptable terms, the Company may be unable to develop or enhance
its services, take advantage of future opportunities, or respond to competitive
pressures, which could have a material adverse effect on its business,
financial condition or operating results.
RISKS AND UNCERTAINTIES
Although in its infancy, electronic commerce, or "e-commerce", is
emerging as a viable industry and continues to grow and change rapidly. In this
environment, our success will depend largely on our ability to continue to
expand our established payment processing service and software payments
businesses, and to develop and successfully market new products and services in
a continuously evolving, increasingly competitive business environment. In
order to become profitable, and emerge as a viable long-term enterprise, our
product and service offerings must achieve a sufficiently widespread market
acceptance to generate an adequate return on the level of investment made in
our technology. Our future operating performance will depend in large part on:
- the rate of growth and the changes in electronic commerce
market;
- our success in broadening our offerings by adding new products
and services;
- our ability to identify, develop, and deliver products and
services that meet market demands;
- our ability to maintain and expand our distribution channels;
- strategic decisions by major participants in the industry;
- competitive pricing pressures;
- legal and regulatory developments;
- general economic conditions; and
- our ability to develop and maintain key strategic and channel
partnerships.
ITEM 3. QUALITATIVE AND QUANTITATIVE MARKET RISK DISCLOSURE
Not Applicable.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
9
<PAGE> 10
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None.
27 Financial Data Schedule
- ---------------
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.
<TABLE>
<CAPTION>
<S> <C>
CyberCash, Inc.
-----------------------------------------------
(Registrant)
Date: May 15, 2000 /s/ JAMES J. CONDON
-------------------
James J. Condon
President and Chief Executive Officer
Date: May 15, 2000 /s/ DENNIS N. CAVENDER
----------------------
Dennis N. Cavender
Executive Vice President and Chief Financial Officer
</TABLE>
10
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 13,037,794
<SECURITIES> 0
<RECEIVABLES> 4,204,630
<ALLOWANCES> 468,935
<INVENTORY> 0
<CURRENT-ASSETS> 17,996,234
<PP&E> 20,728,385
<DEPRECIATION> 11,320,122
<TOTAL-ASSETS> 100,815,145
<CURRENT-LIABILITIES> 5,467,143
<BONDS> 0
0
0
<COMMON> 24,817
<OTHER-SE> 95,323,185
<TOTAL-LIABILITY-AND-EQUITY> 100,815,145
<SALES> 5,980,107
<TOTAL-REVENUES> 5,850,657
<CGS> 3,584,315
<TOTAL-COSTS> 3,584,315
<OTHER-EXPENSES> 11,047,038
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (8,588,892)
<INCOME-TAX> 0
<INCOME-CONTINUING> (8,588,892)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8,588,892)
<EPS-BASIC> (0.35)
<EPS-DILUTED> (0.35)
</TABLE>
