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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
FORM 10-QSB/A
AMENDMENT NO. 1
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
AND EXCHANGE ACT OF 1934
FOR THREE MONTH PERIOD ENDED AUGUST 31, 2000
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 0-24569
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CASH TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-4558331
(State or other jurisdiction of incorporation (IRS Employer Identification No.)
organization)
1434 W. 11/TH/ STREET, LOS ANGELES, CA 90015
(Address of principal executive offices) (Zip Code)
(213) 745-2000
(Registrant's telephone number, including area code)
------------------------
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 [_].
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Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
On September 30, 2000, there were 3,522,200 shares of common stock, $ .01 par
value, issued and outstanding.
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CASH TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
AUGUST 31 MAY 31
2000 2000
----------- ------
(Unaudited)
ASSETS
------
CURRENT ASSETS:
Cash and cash equivalents $ 174,946 $ 355,364
Accounts Receivable 1,559 156,341
Inventories -- 176,163
Prepaid expenses and other current assets -- 800
------------ ------------
Total Current Assets 176,505 688,668
COINBANK MACHINES HELD FOR SALE 1,229,494 1,282,636
PROPERTY AND EQUIPMENT (net) 196,111 260,581
CAPITALIZED SOFTWARE 1,480,473 1,161,214
OTHER ASSETS 79,334 39,500
------------ ------------
TOTAL ASSETS 3,161,917 3,432,599
============ ============
LIABILITIES AND STOCKHOLDERS DEFICIENCY
CURRENT LIABILITIES:
Current maturities of Notes Payable -- 1,359,229
Current maturities of Capital Lease Obligations -- 487
Accounts Payable 867,612 370,298
Accrued expenses & other current liabilities 761,393 616,376
------------ ------------
Total Current Liabilities 1,629,005 2,346,390
Long-Term Notes Payable 2,581,549 1,293,266
Long-Term Convertible Debt 3,339,792 3,202,667
------------ ------------
Total Long-Term Liabilities 5,881,341 4,495,933
Total Libilities 7,510,346 6,842,323
STOCKHOLDERS DEFICIENCY
Common Stock 35,198 35,198
Redeemable Preferred Stock 1,122,188 1,122,188
Additional Paid In Capital 13,996,774 13,905,391
Accumulated Deficit (19,542,589) (18,472,501)
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Total stockholders' deficiency (4,388,429) (3,409,724)
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDER DEFICIENCY $ 3,161,917 $ 3,432,599
============ ============
See notes to condensed consolidated financial statements
2
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CASH TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
FOR THREE MONTHS ENDED AUGUST 31
2000 1999
------------- -------------
(Unaudited) (Unaudited)
<S> <C> <C>
GROSS REVENUES (Note 1) $ 9,180,322 $ 10,818,265
============ ============
NET REVENUES $ 229,807 $ 295,853
COST OF REVENUES 161,714 326,066
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GROSS PROFIT (LOSS) 68,093 (30,213)
SELLING, GENERAL, & ADMIN EXP 878,899 1,389,709
DEPRECIATION & AMORTIZATION EXP 20,164 17,671
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OPERATING LOSS (830,970) (1,437,593)
INTEREST EXPENSE 214,274 100,294
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LOSS BEFORE INCOME TAXES (1,045,244) (1,537,887)
INCOME TAXES 2,400 2,614
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NET LOSS (1,047,644) (1,540,501)
============ ============
Deemed Dividends to preferred Shareholders 22,444 80,569
------------ ------------
Net Loss Allocable to common shareholders (1,070,088) (1,621,070)
============ ============
Basic and diluted net loss per share $ (0.30) $ (0.46)
============ ============
Basic and diluted weighted average
shares of common stock outstanding 3,522,200 3,488,665
============ ============
</TABLE>
See notes to condensed consolidated financial statements
3
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CASH TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THREE MONTHS ENDED AUGUST 31
2000 1999
------------ ------------
(Unaudited) (Unaudited)
<S> <C> <C>
OPERATING ACTIVITIES:
Net Loss $(1,047,644) $(1,540,501)
Adjustments to reconcile net loss to net cash provided (used) by
operating activities:
Depreciation and amortization 24,102 53,642
Amortization Expense - related to discount on convertible debt 52,750 --
Non-Cash Compensation 91,384 --
Loss on disposal of equipment 368
Other 4,329 4,697
Changes in operating assets and liabilities:
Account receivable 154,783 (97,693)
Inventories 176,163 50,623
Inventories CoinBank Machines -- 42,998
Prepaid expenses and other current assets 800 (17,426)
Other assets 39,834 129,378
Accounts payable 497,314 517,500
Accrued expenses and other current liabilities 206,948 172,172
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Net cash provided (used) by operating activities 161,463 (684,610)
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INVESTING ACTIVITIES:
Sale of Coinbank machines held for sale 48,813 --
Restricted Cash -- 44,610
Capitalized Software (319,259)
Sale of Equipment 40,000 --
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Net cash provided (used) by investing activities (230,446) 44,610
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FINANCING ACTIVITIES:
Deferred financing cost -- (134,000)
Payments on capital lease obligation (487) (12,208)
Receipt of short-term financing 240,000
Repayments on long-term debt (310,948) (282,888)
Net proceeds from issuance of preferred stock -- 299,250
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Net cash provided (used) by financing activities (111,435) (129,846)
----------- -----------
CHANGE IN CASH AND CASH EQUIVALENTS (180,418) (769,846)
Cash, Beginning of period 355,364 1,028,586
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Cash, End of period $ 174,946 $ 258,739
=========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Income taxes $ 2,400 $ 2,614
Cash paid for interest $ 77,149 $ 100,294
SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTION
Reclasssification of depreciation from fixed assets-CoinBank
machines $ -- $ 357,470
</TABLE>
See notes to condensed consolidated financial statements
4
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CASH TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1: GENERAL
GOING CONCERN:
The Company has prepared the financial statements included herewith
assuming that the Company will continue as a going concern. Although the Company
raised additional capital in 1998, 1999 and in 2000, it has not generated
sufficient revenue-producing activity to sustain its operations. Accordingly,
the Company must realize a satisfactory level of profitability from its current
and future operation in order to remain a viable entity. The Company's auditors
have included an explanatory paragraph in their report for the year ended May
31, 2000, indicating there is substantial doubt regarding the Company's ability
to continue as a going concern. The accompanying consolidated financial
statements do not include any adjustments that might result from the outcome of
any uncertainty. Although the Company has yet to recognize a profit, the Company
feels that it will find the appropriate funding in the Secondary Offering
scheduled later this year to continue as a going concern.
PRESENTATION OF INTERIM INFORMATION:
In the opinion of the management of Cash Technologies, Inc. (the
"Company"), the accompanying unaudited condensed consolidated financial
statements include all normal adjustments considered necessary to present fairly
the financial position as of August 31, 2000 and the results of operation and
cash flows for the three months ended August 31, 2000 and 1999. Interim results
are not necessarily indicative of results to be expected for any subsequent
quarter or for the entire fiscal year.
The condensed consolidated financial statements and notes are presented as
permitted by Form 10-QSB. These condensed financial statements have been
prepared by the Company pursuant to the rules and regulations of the Securities
and Exchange Commission (the "SEC"). Certain information and footnote
disclosures, normally included in financial statements prepared in accordance
with generally accepted accounting principles, have been omitted pursuant to
such SEC rules and regulations. These financial statements should be read in
conjunction with the Company's audited financial statements and the accompanying
notes included in the Company's Form 10-KSB for the year ended May 31, 2000,
filed with the SEC. The results of operations for the three-month period ended
August 31, 2000, are not necessarily indicative of the results to be expected
for any subsequent quarter or for the entire fiscal year.
Gross revenues - include the value of coin and currency processed and do not
represent revenue under generally accepted accounting principles.
BASIS OF PRESENTATION:
The unaudited condensed consolidated financial statements of Cash
Technologies, Inc. and its subsidiaries National Cash Processors Inc., CoinBank
Automated Systems, Inc. and CoinBank Automation Handels GmbH, Salzburg, Austria,
(collectively, the "Company") included herein, reflect all adjustments,
consisting only of normal recurring adjustments which, in the opinion of
management are necessary to present fairly the Company's financial position,
results of operations and cash flows, for the periods presented.
5
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NOTE 2. COMMITMENTS AND CONTINGENCIES
In January, 1997, the Company entered into a five-year licensing and
manufacturing services agreement with Geld Bearbeitungs Systeme GmbH, an
Austrian corporation ("Geld"). Pursuant to that agreement Geld granted the
Company the exclusive, perpetual right to use certain technology incorporated in
CoinBank machines in North and South America and Asia, provided that the Company
purchases a minimum quantity of coin-counting components used in CoinBank
machines over the term of the agreement.
In August, 1998, the Company entered into a three-year distribution
agreement with Geld, subject to successive one-year renewal periods. Pursuant to
that agreement Geld granted the Company the exclusive right to distribute and
sell cash processing equipment in all areas of the world not covered by the
January, 1997 agreement between Geld and the Company (the "Territory"), except
to certain financial institutions in Austria, provided that the Company
purchases a minimum number of cash processing machines from Geld over a
specified period during the initial three-year term of the April, 1997,
agreement.
We have commenced a lawsuit against Geld Bearbeitungs Systeme GES.M.B.H.,
an Austrian entity which had been manufacturing certain of our CoinBank
machines. As described in our SEC Reports, we have a five year licensing and
manufacturing services agreement with Geld. We had previously entered into a
letter of intent to acquire Geld and certain disputes have arisen regarding the
acquisition and licensing agreements between the parties. We instituted the suit
to enforce certain licensing rights under our agreements and to enforce the
acquisition letter of intent. Although we believe, based upon advice of our
Austrian counsel, that we have a meritorious and strong claim, there can be no
assurance that we will be successful in our suit. Recently the Austrian Courts
awarded the Company a 10% ownership interest in Geld resulting from a ruling
adverse to one of its principals.
The Company has negotiated an agreement with Tecwings Industrialisierung
und Electronickproduktion GmbH for the continued manufacturing of CoinBank
machines.
On September 22, 2000, CoinBank was served with a complaint stating that
Shaw's Supermarkets has filed a lawsuit (Shaw's Supermarkets, Inc. v. Cash
Technologies, Inc., CoinBank Automated Systems Inc. United States District
Court, District of Massachusetts) against the Company claiming breach of
contract and damages. The Company had been placing Coinbank machines in Shaw's
locations in New England and had been negotiating a settlement and termination
agreement with Shaw's to terminate the CoinBank machine placements in light of
the Company's decision to exit the free placement business. Shaw's is claiming
damages in excess of $75,000, and additional damages for contract termination
fees. The Company believes that the amount owed is approximately $55,000 and has
accrued for the liability. Furthermore, the Company has potential claims against
Shaw's for damages to the machines. The Company intends to defend itself in the
suit. There can be no assurance that the Company will be successful in the
defense.
In December, 1997, Vindex USA, Inc. filed a complaint against CAS, a
subsidiary of the Company, in the Superior Court of California, Los Angeles
County, seeking to recover $40,000, an unspecified amount of commissions and
interest accrued thereon allegedly due it under the terms of a consulting
agreement it alleges was breached by the Company. The court has entered
judgement against Coinbank in favor of Vindex in the sum of $97,864.40 and has
substantially accrued for the liability. The Company has filed an appeal, which
is pending.
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NOTE 3: STOCKHOLDERS EQUITY
The Company issued Howard Brand, its Chief Financial Officer, thirty
thousand (30,000) Stock Purchase Warrants in September, 1999 at $11.3125. These
options have been valued at $62,431 using Black Scholes model and this amount
was expensed over a one year period. The Company has recorded an expense of
$62,431 as of the quarter ended August 31, 2000. These warrants had their
exercise price repriced to $5.00 a share in August, 2000, which was valued at
$22,606. Also in August, 2000, Mr. Brand was issued an additional 70,000 Stock
Purchase Warrants at $5.00, which was valued at $61,440. Mr. Brand serves as the
Company's Chief Financial Officer and Secretary.
NOTE 4: RELATED PARTY TRANSACTION
In July, 2000, the Company obtained a short-term loan of $240,000 from
First Bancorp, L.P. Mr. Bruce Korman, our Chief Executive Officer, is the
president and general partner of First Bancorp. As of October 13, 2000, the
Company has paid this loan.
NOTE 5: LONG-TERM DEBT
In order to raise funds for the development of EMMA, on December 31, 1999,
the company commenced a private offering pursuant to Section 4(2) of the
Securities Act of 1933 and Regulation D ("the Offering"). The Company engaged
Gunn Allen Financial, Inc. as placement agent and paid commissions of 10% and
reimbursement of expenses. Pursuant to this offering, 67.2 Units were sold. Each
Unit consists of (i) a Secured Convertible Promissory Note in the principal
amount of $50,000 convertible into Common Stock at a conversion price of $9.50
per share (maturity date of the note is five years from the date of issuance and
can be converted immediately) and (ii) Series B Redeemable Warrants to purchase
an aggregate of 5,000 Warrant Shares at an exercise price of $13.00 per share
(warrants are vested immediately and expire five years from the date of
issuance). The securities in the private offering memorandum were sold in
reliance upon the availability of an exemption from the registration provisions
of the Securities Act of 1933 by virtue of the Company's intended compliance
with the provisions of sections 4(2), 4(6) thereof and rule 506 adopted by the
Securities and Exchange Commission thereunder. The securities may not be
transferred or resold except pursuant to registration under the Securities Act
or an exemption therefrom.
The Company completed the Offering on January 5, 2000 and raised $3,362,000
in gross proceeds. The Company incurred approximately $400,000 in offering
expenses, consisting of legal costs, sales commissions and other related costs.
The Offering was comprised of both debt and equity components. The debt
offering had a beneficial conversion feature of $852,632, which was recorded as
deemed interest. The warrants issued in conjunction with the debt created
$316,500 of deferred interest expense of which $52,570 was amortized during the
quarter ended August 31, 2000.
7
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NOTE 6: SUBSEQUENT EVENTS
On August 24, 2000, Cash Technologies, Inc., entered into a letter of
intent to acquire up to 100% of privately-held RBSA, Inc., an ATM transaction
processor headquartered in Carrolton, Texas, for $6,000,000 in cash and stock.
Terms of the transaction currently being negotiated provide for the acquisition
of at least 51% of RBSA. The final purchase price will be dependent upon the
percentage of ownership to be acquired and satisfaction of RBSA's post-closing
revenue and income targets. The parties are continuing to perform their
respective duties under the letter of intent and a final agreement has not yet
been executed. RBSA is an ATM processor, driving approximately two million
transactions per month from approximately 5,000 ATMs located across the United
States. RBSA provides an array of advanced customer service tools to its
clients, including real-time Internet-accessible transaction reports and the
ability to perform rapid new-ATM setups automatically though the company's
website, rather than the laborious call-center operation used by other
processors. We believe that RBSA's business approach fits the Company's
philosophy to utilize state-of-the-art technologies to enhance traditional
institutional transaction processing methods. The Robinson-Humphrey Company,
LLC, is acting as financial advisor to the Company in this transaction. Closing
of the transaction is subject to execution of a final agreement, approval by the
Board of Directors of Cash Technologies, normal closing conditions and pending
financing. There can be no assurance that the transaction will be completed upon
the terms outlined, if at all.
The Company has recently completed a private placement of $2,000,000 of
units comprised of Series B 8% Preferred Stock and Series C Warrants. Each unit
has a purchase price of $100,000 and is comprised of 20,000 shares of Series B
Stock and 4,000 Series C Warrants. The Series B Stock has annual dividends
payable at 8% per year, payable in cash or Common Stock at the option of the
Company. The Series B Stock is convertible into shares of Common Stock, at
anytime at the option of the holder, at the liquidation price divided by the
lesser of: (i) $5.50 per share; or (ii) the average closing price for the
Company's Common Stock for the five (5) trading days ending on the trading day
prior to the date of the conversion notice; provided, however, in no event will
the conversion rate be less than $2.50 per share. The liquidation price is $5.00
per share. By way of example, for each $100,000 unit, an investor would be
entitled to approximately 18,181 shares of Common Stock upon conversion of
Series B Stock. The Series C Warrants have an exercise price of $2.00 per share.
The Company will record deemed dividends in conjunction with this offering. This
amount will be based on the difference between the closing market price and the
Series B Preferred Stock plus the value of the Series C Warrants, using the
Black-Scholes model, associated with the Series B Preferred Stock. The Company
intends to use the proceeds for working capital and debt repayment. The
securities in the private offering are being sold in reliance upon the
availability of an exemption from the registration provisions of the Securities
Act of 1933 by virtue of the Company's intended compliance with the provisions
of sections 4(2), 4(6) thereof and rule 506 adopted by the Securities and
Exchange Commission thereunder. The securities have neither been registered
with, nor approved or disapproved by, the SEC or by the securities regulatory
authority of any state, and neither the SEC nor any such state authority has
passed upon or endorsed the merits of the offering, and it is not intended that
any of them will. Any representation to the contrary is a criminal offense. As
of September 30, 2000, the Company had received gross proceeds of $2,000,000 in
conjunction with this placement and paid commissions of $144,000 out of $160,000
due.
In August 2000, the Company entered into an agreement to hire Ken Paull as
Senior Vice-President of Sales and Marketing. Mr. Paull commenced his duties in
September, 2000. The agreement terminates in September, 2003. Pursuant to the
employment agreement, Mr. Paull receives a yearly salary of $225,000. Mr. Paull
was also awarded 185,000 options vesting over three years, the exercise price
8
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ranges from $3.33 to $5.00. Mr. Paull may receive additional bonus payments and
options based upon income and revenue of the Company.
In 1997, the Company entered into a credit agreement with GE Capital
Corporation ("GE") pursuant to which the Company has borrowed $5,500,000 for the
purchase of CoinBank component equipment, working capital and general corporate
purposes. The line is secured by a lien on certain of our Coinbank machines. As
of August 31, 2000, there was approximately $2,574,000 of principal outstanding.
Amounts borrowed under this line bear interest at approximately 9.0% per annum,
payable over a period of 60 months, subject to certain pre-payment penalties.
The Company cannot borrow any further under this credit agreement. The Company
is required to make monthly payments of principal and interest on this line of
credit, currently approximately $120,000. In May, 2000, the Company negotiated a
modification of the payment terms and on June 29, 2000, obtained a waiver to be
in compliance with the payments terms. On September 29, 2000 the Company entered
into an agreement with GE to defer principal payments on the debt for twelve
(12) months and to defer interest payments for six (6) months. As part of this
Agreement, GE provided the Company with a waiver to be in compliance with all
payment terms. Both interest and principal will start amortizing upon completion
of a public stock offering, or after twelve months for the remainder of the
original term. As consideration for the extension, the Company and GE have
agreed to increase the principal portion of the loan by $500,000. If the Company
repays the loans in full within twelve (12) months, then $400,000 of the
$500,000 increase will be waived. The Company has agreed to give GE a lien on
all of the assets of the Company subject to any pre-existing liens, including
liens in favor of the debt holders from the January 2000 private offering.
A majority of the Company's present revenue is derived from its agreement
with the Los Angeles County Metropolitan Transportation Authority. On September
16, 2000, the employees of the Metropolitan Transit Authority (MTA) went on
strike. While the employees are on strike, the Company has not been receiving
currency to process under its agreement with MTA. This lack of currency
processing will have a negative and material impact on revenue and earnings.
There are no assurances on how long the strike will last or when the MTA will
resume sending currency to the Company to process. For the year ended May 31,
2000, revenues from MTA represented 48% of total net revenues.
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report on Form 10QSB Amendment
No. 1 for the fiscal quarter ended August 31,2000, to be signed on its behalf by
the undersigned, thereunto duly authorized the 26th day of October 2000.
CASH TECHNOLOGIES, INC.
By: /S/ Bruce Korman
----------------------------------------
Bruce Korman
President and Chief Executive Officer
By: /S/ Howard Brand
----------------------------------------
Howard Brand
Chief Financial Officer
10
