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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
(MARK ONE)
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/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
OR
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/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE TRANSITION PERIOD FROM ______________ TO ______________
COMMISSION FILE NUMBER: 000-25755
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WORLDGATE COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 23-2866697
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3190 TREMONT AVENUE
TREVOSE, PENNSYLVANIA 19053
(Address of principal executive (Zip Code)
offices)
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(215) 354-5100
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.01 PAR VALUE
(Title of Class)
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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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /
The approximate aggregate market value of the common stock held by
non-affiliates of the registrant was approximately $641 million as of March 15,
2000, based on the closing sale price per share of common stock, as quoted on
the Nasdaq National Market.
The number of shares of the registrant's common stock outstanding as of
March 15, 2000 was 21,545,140.
DOCUMENTS INCORPORATED BY REFERENCE
None
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WORLDGATE COMMUNICATIONS, INC.
ANNUAL REPORT ON FORM 10-K
For the Fiscal Year Ended December 31, 1999
TABLE OF CONTENTS
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PART I
Item 1. Business.................................................... 1
Item 2. Properties.................................................. 10
Item 3. Legal Proceedings........................................... 10
Item 4. Submission of Matters to a Vote of Security Holders......... 10
PART II
Item 5. Market for Registrant's Common Stock and Related Stockholder
Matters..................................................... 10
Item 6. Selected Financial Data..................................... 12
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 14
Item 7A. Quantitative and Qualitative Disclosures About Market
Risk........................................................ 24
Item 8. Financial Statements and Supplementary Data................. F-1
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.................................... 25
PART III
Item 10. Directors and Executive Officers of the Registrant.......... 25
Item 11. Executive Compensation...................................... 28
Item 12. Security Ownership of Certain Beneficial Owners and
Management.................................................. 35
Item 13. Certain Relationships and Related Transactions.............. 36
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form
8-K......................................................... 36
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WORLDGATE COMMUNICATIONS, INC.
This report contains forward-looking statements that involve risks and
uncertainties. These forward-looking statements are based on management's
current expectations and are subject to a number of uncertainties and risks that
could cause actual results to differ significantly from those anticipated in
these forward-looking statements. Factors that may cause such a difference
include, but are not limited to, those set forth in the "Management's Discussion
and Analysis of Financial Condition and Results of Operations" as well as those
discussed elsewhere in this report.
PART I
ITEM 1. BUSINESS
OVERVIEW
WorldGate Communications, Inc. ("WorldGate" or the "Company") provides a
television-based Internet service, the WORLDGATE(SM) Service, that delivers
Internet access and interactivity through cable television systems. The
WORLDGATE Service provides:
- high speed, easy to use Internet access with a standard cable television
box that has been WorldGate enabled through either a software download or
add-on hardware module, without the use of a personal computer or
additional set-top appliance,
- full featured Internet functionality and content that can be accessed
within seconds,
- low cost for subscribers (currently being offered by cable operators to
U.S. subscribers at rates typically ranging from $6-$18 per month for
unlimited service),
- thin-client network architecture that allows for easy deployment and
set-up, centralized system management and centrally administered upgrades,
and
- the Company's CHANNEL HYPERLINKING(SM) technology, which enables viewers
to dynamically link from television programming and advertising to related
Internet content.
The number of subscribers to the WORLDGATE Service grew from approximately
1,200 on December 31, 1998 to approximately 15,000 on December 31, 1999. The
WORLDGATE Service has been commercially deployed in 14 locations and launches
are planned for another 18 locations worldwide. Among our cable customers are
two of the top four domestic multiple system operators, and we are deploying on
both analog and digital platforms.
During 1999, three of WorldGate's customers, Charter Communications, Inc.,
Buckeye CableSystem, Inc. and Singapore CableVision Ltd. accounted for
approximately half of WorldGate's revenues, with each cable operator identified
above contributing in excess of ten percent of WorldGate's revenue.
WorldGate was incorporated in Delaware in 1996 to succeed to the business of
WorldGate's predecessor, WorldGate Communications, L.LC., which commenced
operations in March 1995. WorldGate incorporated WorldGate Service, Inc. on
May 11, 1998 and WorldGate Finance, Inc. on May 13, 1998, both wholly-owned
subsidiaries. WorldGate Service, Inc. is the Company's operating subsidiary and
is responsible for the Company's sales, support and development activities.
WorldGate Finance, Inc. performs many of the Company's financial and investment
activities.
In April 1999, WorldGate completed an initial public offering of 5,000,000
shares of its common stock, and an additional 750,000 shares in May 1999 with
the exercise of the underwriters' overallotment option. The Company's shares are
listed on the Nasdaq National Market and are being traded under the symbol
"WGAT".
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GENERAL DEVELOPMENTS OF OUR BUSINESS
The following events have occurred since our initial public offering in
April 1999:
- We were issued two patents in the United States covering aspects of our
CHANNEL HYPERLINKING technology and our ULTRA-THIN CLIENT(SM)
architecture. In addition, we received notice from the U.S. Patent and
Trademark Office that a third patent, with an additional 25 claims
supporting this technology, has been allowed. See "Intellectual Property"
below.
- We have entered into deployment agreements with four additional cable
operators as follows:
- Comcast Cable Communications, Inc.,
- Bresnan Communications, Inc. (now part of Charter
Communications, Inc.),
- Buckeye CableSystem, Inc., and
- The Hunan Multimedia Communications Bureau in the People's Republic of
China.
- Internationally, we have entered into trial or deployment agreements with
nineteen cable operators in thirteen countries. During the fourth quarter,
Telefonica Multimedia S.A.C, Peru's largest cable operator, began broad
commercial deployment of the WORLDGATE Service.
- We signed a letter of intent with OpenTV to integrate the WORLDGATE
Service on their platform. OpenTV is a leading provider of software that
enables digital interactive television. Its software is licensed to more
than 20 digital set-top box manufacturers and is broadly deployed in
Western Europe.
- We have continued to enhance our product offering with the addition of new
content providers, among them StarMedia Network, Inc., a leading Internet
media company that provides content for Spanish and Portuguese-speaking
audiences.
- General Instrument (now part of Motorola) announced the introduction of
SURFview, a $99 advanced analog set-top box, developed in cooperation with
WorldGate, that enables cable operators around the world to provide
low-cost Internet access via the television. GI has also entered into a
joint marketing agreement with WorldGate that enables the WORLDGATE
Service to be a native application on the SURFview platform.
- Together with Nielsen Media Research, we announced preliminary results
from one of the first major interactive television usage studies conducted
in the U.S. Initial data indicate that viewers are using the WORLDGATE
Service in excess of thirty hours a month or an hour a day on average,
similar to Internet usage through a PC. The study, which included national
and local advertisers, showed that on a monthly basis approximately 79% of
WorldGate subscribers were using CHANNEL HYPERLINKING to immediately link
to content related to the programs they are watching.
- We announced the opening of the National Channel HyperLinking Operations
Center, which is a clearinghouse for the necessary data management to
facilitate the bridge between programmers, advertisers and cable
operators, making interactive programming possible.
WORLDGATE MARKET OPPORTUNITY
The Internet is growing rapidly and is emerging as a significant interactive
medium used by millions of people for entertainment, communications, research,
education and e-commerce. Although Internet access has historically required a
personal computer, IDC surveys indicate that U.S. consumers, by a two-to-one
margin, would prefer to receive emerging electronic information and
entertainment services through their television sets, rather than their personal
computers. In the United States, approximately 98% of the over 100 million
households owns a television set.
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WorldGate believes that a television-based approach offers the following
advantages:
- televisions are widely accepted and used by consumers,
- televisions are well suited for sharing information and entertainment,
- the advertiser-sponsored television entertainment model is well accepted,
and
- television programming provides a unique portal opportunity.
Set-top appliances, such as those provided by WebTV, have been introduced
that use telephone lines to provide Internet access to a television without
requiring a personal computer. Although these access solutions do not require a
personal computer, WorldGate believes that this mode of Internet access may be
limited by:
- the need to purchase a dedicated or "single-purpose" set-top appliance
which typically costs approximately $99-$199 and exposes the consumer to
risks of equipment obsolescence,
- monthly subscription fees that may be up to $25 per month in addition to
any telephone access charges,
- the telephone bandwidth and usage constraints of dial-up modems with
current peak data transmission speeds of 56 Kbps that may result in
significant dial-up connection times, busy signals and delays, and
- functional limitations such as the inability to support CD-quality audio
and Java-based applications, including instant messaging and chat rooms.
As a result of the shortcomings of telephone-based Internet access,
WorldGate believes that an opportunity exists in providing television-based
Internet access through a standard cable television set-top box and its
associated cable television service. According to a 1999 Kagan report,
approximately 97% of U.S. television households are passed by cable plant. About
70% of those households with access to cable service, or 67 million households,
subscribe to cable service. WorldGate believes that the cable infrastructure
provides a superior medium for Internet access that eliminates the major
obstacles of telephone access and includes the following benefits:
- lower cost to cable subscribers than telephone-based methods,
- high transmission speeds, with maximum data transmission speeds from the
cable operator's central facility to the subscriber of up to 350 Kbps on
the analog platform and 38 Mbps on the digital platform, and
- "always-on" availability providing access within seconds.
For many parts of the world, the personal computer represents too large a
financial and technical barrier to universal Internet access. Likewise, the
quality of telephone service normally required for PC-based Internet access, and
typically enjoyed in the United States, is often not readily available or is
cost prohibitive. However, it is estimated that there are 240 million cable
subscribers worldwide, further demonstrating the market opportunity. Most of
this cable plant is analog and WorldGate believes that WorldGate offers the only
cable-based Internet access for analog cable systems.
WorldGate believes that to successfully take advantage of the demand for
cable television-based Internet services in the mass consumer market, the
service should:
- be a relatively low cost solution for cable operators that can be offered
to consumers over existing cable systems,
- provide low cost, easy to use, high speed Internet access to consumers,
- require no additional investment in equipment or hardware by the consumer,
and
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- be flexible enough to efficiently accommodate ongoing advances in Internet
capabilities.
WorldGate believes that current Internet access offerings have not addressed
the mass market opportunity due to a failure to satisfy one or more of these
criteria.
WORLDGATE SOLUTION
WorldGate believes that the WORLDGATE Service addresses this mass consumer
market opportunity because it is a low cost, high speed, easy to use Internet
service. The WORLDGATE Service utilizes an ULTRA-THIN CLIENT network
architecture to allow for easy deployment and set-up, central system management
and centrally administered upgrades. In the subscriber home, the WORLDGATE
Service employs only a television, a remote control or WorldGate wireless
keyboard, and a WorldGate capable digital or advanced analog box--both of which
types of boxes are currently being deployed by cable operators for business
reasons largely unrelated to Internet access. The WORLDGATE Service enables
users, among other activities, to browse the Web, send and receive e-mail,
participate in chat sessions and shop online. With features such as our CHANNEL
HYPERLINKING technology, the WORLDGATE Service can integrate the interactivity
of the Internet with the television viewing experience. By enabling low cost
Internet access, integrated Internet/television advertising and e-commerce,
WorldGate believes it is pioneering a new mass market.
WORLDGATE BUSINESS MODEL
WorldGate derives revenues from cable operators and expects to derive
revenues from e-commerce merchants and advertisers. WorldGate expects to enhance
these revenue opportunities by implementing the strategies described below.
REVENUE DERIVED FROM CABLE OPERATORS. In most instances, WorldGate sells
its headend server equipment and wireless keyboards to cable operators and
licenses the software for the WORLDGATE Service to cable operators for a monthly
subscriber fee. WorldGate believes that cable operators will either offer the
WORLDGATE Service to their subscribers as a premium service, requiring
subscribers to pay a separate monthly fee for the service, or as a part of a
package of services in which the subscriber pays a monthly fee for the entire
package. Generally, WorldGate receives monthly fees from the cable operators
based on the total number of subscribers to the WORLDGATE Service.
REVENUE DERIVED FROM E-COMMERCE MERCHANTS. WorldGate is in the process of
negotiating with companies in the business of selling products and services
online. WorldGate believes that these companies may pay for the opportunity to
promote their business through portals by sharing a portion of the revenues they
are paid or by paying a fixed fee per transaction. We intend to make access to
online shopping opportunities both simple and convenient for our subscribers so
that we can participate in the rapid growth forecasted for e-commerce. We expect
to share the revenues derived from e-commerce merchants with cable operators.
REVENUE DERIVED FROM ADVERTISERS. WorldGate has space on its various menu
pages that is available for banner advertising and other promotions. When
subscribers click on these banners, they can be linked quickly to another Web
page that gives more detailed information about the subject of the banner ad.
Advertisers typically pay portals based on the number of times that their ad is
displayed on a page viewed by a subscriber, so as the number of WorldGate
subscribers grows, we expect our opportunities to derive advertising revenues
will also grow. We intend to rely at least in part on third party firms such as
DoubleClick Inc. that are in the business of providing advertisements to
portals. In some cases, we may ourselves directly contract with advertisers to
display their ads, either on a per view basis or based on a fixed fee to cover
the right to display their ad for a period of time. Information derived from the
cable system will permit us to know the general geographic area in which each of
our subscribers lives, and in many cases we will know zip codes and perhaps more
extensive demographic
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information regarding our subscribers if they wish to share that information
with us. This information can be maintained off-line in encrypted form within
databases that can be accessed by our headend components. Having location and
other data regarding our subscribers is expected to be valuable because
advertisers typically are willing to pay higher advertising fees if they can
target their ads based on such information. We expect to share the revenues
derived from Web advertising with cable operators.
Our CHANNEL HYPERLINKING technology will provide one button linking from
television and advertising content to a related fully interactive Web site. This
sort of advertising is "self targeted" because subscribers themselves decide
whether they want to get more information. This is in sharp contrast to
traditional television advertising that typically includes sending messages to
large numbers of viewers on an unsolicited basis. In addition to the value
achieved by self-targeting, the value of our CHANNEL HYPERLINKING technology is
enhanced by both the availability of demographic information and interactivity.
By delivering an interactive experience, we are able to give the subscribers the
opportunity to follow a variety of paths to gain extensive information about the
subject of interest. The interactivity also allows the subscribers in many cases
to purchase a product or service online. With the average cable household being
exposed to tens of thousands of television advertisements annually, we believe
that there are many opportunities for use of our CHANNEL HYPERLINKING
technology.
Our CHANNEL HYPERLINKING technology business model is based on a revenue
split with our cable operator partners and the television networks. Revenues to
WorldGate are expected to come from advertisers seeking to engage the WORLDGATE
Service subscribers in some form of interactivity while using our CHANNEL
HYPERLINKING technology. The business model assumes that interactions will be on
a pay-for-performance basis such that advertisers and others will pay us based
on the number of "clicks" that occur. No meaningful revenue was derived from
this service in 1999.
BUSINESS STRATEGY
The principal elements of WorldGate's business strategy include the
following:
PROVIDE COMPELLING VALUE FOR END-USERS. While many companies are focused
primarily on increasing the speed of Internet access, WorldGate is focused on
significantly expanding the availability of the Internet to a broader set of
consumers and providing these consumers with an enriched Internet experience, in
addition to offering high speed access. WorldGate designed the WORLDGATE Service
to operate on the widely available existing cable television systems, to be an
inexpensive alternative to other forms of Internet access and to be easy for the
consumers to use. A consumer needs only an existing television, a WorldGate
enabled digital or advanced analog cable box and a wireless remote or keyboard,
typically supplied by the cable operator. In addition, WorldGate's CHANNEL
HYPERLINKING technology has been designed to offer consumers easy, fast and
interactive access to content which is associated with a television program or
advertisement they are viewing.
PROVIDE COMPELLING VALUE FOR CABLE OPERATORS. WorldGate believes that cable
operators assess the viability of an investment in a new service by considering
the cost of the initial investment in equipment, service reliability, overall
operating and maintenance expenses and the incremental revenue that can be
generated by such service. The WORLDGATE Service can be offered to cable
subscribers through the cable operators' existing two-way infrastructure, or its
one-way infrastructure using a telephone line. Capital costs for headend
equipment for the WORLDGATE Service are as low as $25 to $40 per WorldGate
subscriber. WorldGate hardware and software can be added as the number of
subscribers to the service grows and efficiently upgraded as the cable operator
improves its infrastructure and deploys new generation cable boxes. There is,
however, no need for any costly upgrades to make the plant cable modem ready as
a requirement for the WORLDGATE Service because the WORLDGATE Service can be
provided through existing technologies. The WORLDGATE Service can provide cable
operators with the ability to offer Internet access and interactivity to their
cable subscribers for an immediate incremental revenue streams from subscriber
fees and shared advertising and online transaction fees in exchange for a modest
investment.
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PROVIDE COMPELLING VALUE FOR PROGRAMMERS, ADVERTISERS, ADVERTISING AGENCIES
AND E-COMMERCE MERCHANTS. Through WorldGate's CHANNEL HYPERLINKING technology,
programmers and advertisers may enhance their television or advertisement
content with related Internet materials by providing their viewers with the
ability to interact in real-time with their television programming or
advertising. For example, a television viewer watching a commercial could link
immediately to that advertiser's Web site to find more information about the
product or to place an order. By giving viewers this ability, WorldGate believes
that the value of the program or advertisement to the television programmers or
advertisers is increased because its effectiveness can be measured, and as a
result, programmers and advertisers will be willing to pay for the linkage.
TECHNOLOGY
The WorldGate platform is based on our patented ULTRA-THIN CLIENT
architecture, which allows substantially all client-related processing to be
performed at the cable headend. The WorldGate platform is comprised of three
components:
- servers located at the cable headend,
- a WorldGate enabled digital or advanced analog cable box, and
- a remote control and optional wireless infrared keyboard.
CABLE HEADEND; CHANNEL HYPERLINKING. There are two servers located at the
cable headend. One server manages all information traveling to and from this
server to the Internet. This server also manages individual Internet sessions,
processes data for presentation on the television screen and manages the Web
browsing client. The second server manages real-time communications from the
cable headend to a subscriber's cable box. This server acts as a bi-directional
router for data on a cable network. These servers:
- are based on a multi-processor architecture,
- can be accessed remotely by WorldGate for performance monitoring and
software upgrades, and
- are configured so that typical full screen refresh time on:
- an analog platform is five seconds or less, and
- a digital platform is as low as 1/30(th) of a second.
General Web surfing is provided by our browser technology using high
performance server headend systems. The WORLDGATE Service browser currently
supports HTML Version 3.2, HTTP Version 1.0 and 1.1, HTML Frames, Image formats
such as GIF Animations, JPEG and XBM formats. To WorldGate's knowledge,
WorldGate is the only company that supports a full Java implementation offering
on a set-top platform. Java is used for such applications as chat and instant
messaging. The WorldGate platform supports JavaScript that is compatible with
Microsoft and Netscape browsers.
One feature of the WORLDGATE Service is our CHANNEL HYPERLINKING technology.
When a cable television subscriber makes a CHANNEL HYPERLINKING request, the
subscriber's cable box sends a signal to the cable headend indicating the
channel and program information of the program the subscriber is viewing. This
information is then matched with the corresponding Web address for the program
which has been stored at a cable headend database. Afterwards, the subscriber is
linked to the corresponding Web site for full Internet interactivity. This
entire process occurs within seconds.
INTELLECTUAL PROPERTY
WorldGate regards its technology as proprietary, and relies on a combination
of patents, copyrights, trademarks, trade secret laws, contractual restrictions
and other methods to establish and
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protect our technology and proprietary rights and information. WorldGate has
filed patent applications in the United States and internationally covering
aspects of its real-time, two-way interactive systems, including its ULTRA-THIN
CLIENT architecture, centralized data processing, communications schemes and its
CHANNEL HYPERLINKING technology. During 1999, the Company was issued two patents
in the United States. Our CHANNEL HYPERLINKING patent, number 5,961,603, relates
to a system and method for providing interactive access to an information
source, such as the Internet, through a networked distribution system, such as
television programming. Our ULTRA-THIN CLIENT patent, number 5,999,970, relates
to a system and method for accessing an information source without the need for
a personal computer, and more particularly to the access of such information
source through the use of the existing television distribution systems. During
the first quarter of 2000, the U.S. Patent and Trademark Office issued a Notice
of Allowance with respect to a third patent application with 25 claims for our
ULTRA-THIN CLIENT architecture and CHANNEL HYPERLINKING technology. This latest
patent addresses elements of WorldGate designs to allow an increased number of
subscribers with an immediate connection to the Internet and other interactive
information services through the cable television platform.
COMPETITION
We believe that our business encompasses two markets: the market for
consumer Internet services and the market for interactive television.
INTERNET SERVICES. The market for Internet services is extremely
competitive, and we expect that competition will intensify in the future. Access
to the Internet is currently available through several methods, including:
- telephone access through a personal computer,
- telephone access through a television,
- cable access through a personal computer,
- cable access through a television, and
- wireless access through satellite and ground based radios.
While these various methods of Internet access and types of services offered
may be construed as competitive, they may also be complementary. Household
members may prefer to use different methods of Internet service/access based on
availability and their intended business or leisure use.
Currently, the majority of Internet users utilize a personal computer and a
modem to access the Internet over a telephone line through a connection to an
Internet service provider, such as America Online and Earthlink. WorldGate
believes that this mode of Internet access may be limited by the technological
complexity and obsolescence issues usually associated with a personal computer,
bandwidth constraints which may result in significant dial-up connection times
and delays, and the expense, including the investment in a personal computer,
ISP monthly fees, and possible telephone access charges. Recent advancements
within telephone systems may mitigate some of the delays associated with
bandwidth constraints. Integrated Services Digital Network ("ISDN") and Digital
Subscriber Line ("DSL") technologies enable high-speed data transmission speeds
over specially conditioned telephone lines. The regional bell operating
companies, some in conjunction with AOL, and many of the competitive local
exchange carriers offer high-speed telephone access through a personal computer.
In addition to telephone based access, satellite-delivered access such as
direct broadcast satellite ("DBS") relies on satellite bandwidth for downstream
transmission and on dial-up modems and the telephone network for upstream
transmission. DBS operators have limitations on their ability to expand their
services due to the necessity of dividing a finite amount of satellite bandwidth
among subscribers
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in a broad geographic area. Some operators have addressed this problem by
incorporating the technology for a telephone-based service in their set-tops,
such as EchoStar's agreement with WebTV to use its technology. While eliminating
the bandwidth constraints on downstream transmission, this approach has the
telephone limitations discussed above.
Other wireless offerings rely on ground-based radios instead of satellites.
These offerings include multichannel multipoint distribution service ("MMDS")
and local multipoint distribution service ("LMDS"), which are one-way and
two-way high-bandwidth wireless digitial broadcasting systems, respectively.
MMDS and LMDS are not yet widely available, require unobstructed "line-of-sight"
transmission paths and may require additional radio frequency spectrum
allocations, an entirely new distribution infrastructure and new equipment,
including specialized radio modems.
Set-top appliances, such as those provided by Microsoft's WebTV, have been
introduced to provide Internet access through telephone lines to a television
without requiring a personal computer. WorldGate believes that this mode of
Internet access may be limited by the need to purchase a dedicated or
"single-purpose" set-top appliance, which adds expense and carries obsolescence
risk, telephone bandwidth constraints and monthly subscription fees.
Leveraging the broadband infrastructure of cable television systems, several
services have been launched to provide high-speed Internet access to cable
subscribers with personal computers. Companies in this segment include
Excite-At-Home and Road-Runner. WorldGate believes that subscribers to these
services require a separate high-speed cable modem with an installation cost of
approximately $40-$100 and that additional costs are also incurred for monthly
subscription fees in the range of $30-$50.
Various companies are attempting to provide Internet access to cable
television consumers through a set-top appliance connected to a television. In
some instances this appliance may be a dedicated unit, such as has been utilized
by ICTV and the Interactive Channel, or a cable converter box, such as that
utilized by the WorldGate Service. Generally, these solutions are cable-based
and do not use the telephone infrastructure, thus eliminating the bandwidth
constraints. The use of a dedicated unit, however, adds incremental costs which
are not present when the service is offered directly over a cable box.
INTERACTIVE TELEVISION. Interactive Television generally refers to services
that allow the viewer to interact with a program or advertisement on the
television set, usually by using a conventional television remote control, or a
keyboard (e.g., for e-mail). The revenue sources for Interactive Television are
primarily advertising, e-commerce (which on television is beginning to be called
t-commerce) and subscription fees.
Interactive television can be broken down into three general service
categories:
- enhanced television,
- Internet over television, and
- personalized television.
Enhanced television services generally allow the viewer to obtain more
information and request products or information to be sent to the home. One
company offering these services is Wink Communications, which permits the
viewer, using the select feature on a standard remote control, to only request
additional information or buy or request coupons or products. The availability
of this pre-packaged information is typically synchronized with programs; and
with some systems viewers must also have a computer in the same room as their
television in order to access the information. WorldGate's patented CHANNEL
HYPERLINKING technology connects viewers directly from what they are watching on
television to a related Web site on a real-time, two-way basis, usually in five
seconds or less, through the use of a single button on the remote control.
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We believe that the two major entrants in the Internet over television
category are Microsoft's WebTV and WorldGate. WebTV requires a stand-alone box
and uses the telephone for downstream and return path while WorldGate uses the
existing advanced analog or digital set-top cable box and the cable
infrastructure.
Personalized television allows television viewers to "personalize" their
viewing experience. Two examples of personalized television are Video-on-demand
(VOD) and personal video recording (PVR). VOD allows television viewers to order
movies or television programs when they want them and PVR lets viewers pause,
rewind, and replay broadcasts of television programming, as well as record
programs. While these personalized television services do not compete directly
with the WORLDGATE Service, they may compete for "space" within the cable
set-top box.
Also within WorldGate's competitive environment are various developers of
middleware and operating systems software. These companies include Liberate
Technologies, Morecom, Microsoft's Windows CE and OpenTV. Middleware and
operating systems are the software upon which the various applications, such as
the WORLDGATE Service, Wink, electronic program guides and VOD reside in certain
current and next generation set-top boxes. Together, these operating systems and
applications permit subscriber/content interactivity through the set-top boxes.
WorldGate is working with some of the foregoing companies to find ways to
combine their product and service offerings with those of WorldGate.
BACKLOG
The Company typically delivers ordered equipment to customers within a few
days of receiving such orders. The Company does not generally maintain a
material amount of orders in backlog.
RESEARCH AND DEVELOPMENT
To date, engineering and development has been, and continues to be, a
significant focus of WorldGate. Development of the WORLDGATE Service has
required combining technical experience and knowledge from two historically
separate industries, the Internet and cable. The principal elements of
WorldGate's engineering and development activities are CHANNEL HYPERLINKING and
future enhancements to the WORLDGATE Service. Engineering and development
expenditures by the Company have been approximately $6,981,000; $9,684,000; and
$12,440,000 for the years ended December 31, 1997, 1998, and 1999, respectively.
FINANCIAL INFORMATION RELATING TO FOREIGN AND DOMESTIC OPERATIONS AND EXPORT
SALES.
<TABLE>
<CAPTION>
1997 1998 1999
-------- -------- --------
<S> <C> <C> <C>
United States
Sales to Unaffiliated Customers.............. $ 141 $ 845 $ 3,744
Operating Loss............................... (14,447) (27,444) (37,720)
Identifiable Assets.......................... 18,412 5,621 89,170
Export Sales*................................ -- 177 1,850
</TABLE>
- ------------------------
* Contracts and orders are denominated in U.S. dollars
EMPLOYEES
As of December 31, 1999, the Company, on a consolidated basis, had 210
full-time employees. All of WorldGate's employees are located in Trevose,
Pennsylvania, except for an aggregate of five sales people located in Colorado,
Florida and Massachusetts. None of WorldGate's employees are represented by a
labor union, and WorldGate has no collective bargaining agreement. We consider
our employee relations to be good.
9
<PAGE>
ITEM 2. PROPERTIES.
Our corporate headquarters is located in Trevose, Pennsylvania in a leased
facility consisting of approximately 60,000 square feet. The lease for this
space will expire in June 2009, with an option to extend for an additional
10 years.
ITEM 3. LEGAL PROCEEDINGS.
On May 11, 1998, Interactive Channel Technologies, Inc. and SMI
Holdings, Inc., subsidiaries of Source Media, Inc. ("Source"), filed a complaint
against us in the U.S. District Court for the District of Delaware, alleging
that the WORLDGATE Service infringes patents issued to Source. The complaint
seeks injunctive relief, as well as monetary damages and attorney fees. In our
answer filed on June 22, 1998, we have denied these allegations and further
asserted that the patents in suit were invalid. In addition we have filed
multiple counterclaims against Source asserting that Source misappropriated our
confidential information and trade secrets, and intentionally and tortiously
interfered with our existing and prospective business relationships, which
counterclaims Source has subsequently moved to dismiss. Source's motion was
subsequently denied and discovery is now proceeding.
On October 6, 1998, Advanced Interactive, Inc. ("AII") filed a complaint in
the U.S. District Court for the Northern District of Illinois, Eastern Division,
against Matsushita Electric Corporation, Matsushita Electric Industrial
Co. Ltd., Sharp Electronics, Corp., Sharp Corp., Interactive Channel
Technologies, Thomson Consumer Electronics, Toshiba Consumer Products, Inc.,
Toshiba America, Inc., Toshiba Corporation, General Instrument Corporation,
Scientific-Atlanta, Inc., ATI Technologies, Inc., ADS Technologies, Inc.,
Gateway 2000, Inc., STB Systems, Inc., Hauppauge Computer Works, Inc., WebTV
Networks, Inc. and us, alleging that each of the above companies infringed a
patent issued to AII. The complaint seeks monetary damages and attorney fees. In
our answer filed on December 2, 1998, we denied these allegations and further
asserted that the patent in suit was invalid. Subsequently, the defendants have
filed a joint motion for partial summary adjudication of claim construction
issues. On February 17, 2000 the Court agreed with the claim construction
proposed by the defendants and granted defendant's joint motion for partial
summary judgement. The parties are in discussion with the court to determine the
next steps to take in the case.
In the opinion of management, the ultimate resolution of these matters will
not have a material effect on the consolidated financial position, operations or
cash flow of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
WorldGate's common stock, par value $0.01 per share, has been traded on the
Nasdaq National Market under the symbol "WGAT" since our initial public offering
on April 15, 1999. The following table shows the high and low closing sales
price as reported by the Nasdaq National Market for each quarter since we have
been public.
<TABLE>
<CAPTION>
HIGH LOW
-------- --------
<S> <C> <C>
1999
Second Quarter (from the date of our initial public
offering, April 15, 1999)................................. $51.25 $23.75
Third Quarter............................................... 51.31 21.25
Fourth Quarter.............................................. 48.00 19.88
</TABLE>
10
<PAGE>
On March 15, 2000, the last reported sale price of our common stock as
reported on the Nasdaq National Market was $29.75 per share.
As of March 15, 2000, we had approximately 380 holders of record of our
common stock.
DIVIDENDS
We have never paid or declared any dividends on our common stock. We do not
anticipate paying any cash dividends in the foreseeable future. We currently
expect to retain future earnings, if any, to finance the growth and development
of our business.
SALE OF UNREGISTERED SECURITIES
(1) From September 2, 1998 through February 8, 1999, WorldGate sold an aggregate
of 1,529,714 shares of series C preferred stock at a purchase price of
$11.00 per share to various accredited investors. These sales were exempt
from registration pursuant to Section 4(2) of the Securities Act and
Rule 506 of Regulation D thereunder.
(2) On March 2, 1999 WorldGate issued its senior secured promissory notes in the
aggregate principal amount of $6 million and issued warrants to purchase up
to 331,490 shares of common stock. These sales were exempt from registration
pursuant to Section 4(2) of the Securities Act.
(3) Prior to the filing of the Form S-8 on May 20, 1999, pursuant to WorldGate's
stock option plan, as amended, WorldGate has granted options to purchase a
total of 911,225 shares of common stock to its employees and certain other
persons during the past three fiscal years at exercise prices ranging from
$0.75 to $27.00 per share. In granting the options and selling the
underlying securities upon exercise of the options, WorldGate is relying
upon exemptions from registration set forth in Rule 701 and Section 4(2) of
the Act.
OUR INITIAL PUBLIC OFFERING/USE OF PROCEEDS
On April 15, 1999, our Registration Statement on Form S-1 (Commission file
number 333-71997) covering the initial public offering of 5,000,000 shares of
our common stock at $21 per share was declared effective. The offering commenced
on April 15, 1999, and was managed by Gerard Klauer Mattison & Co., Inc.,
Jefferies & Company, Inc. and Janney Montgomery Scott Inc. as representatives of
the several underwriters named in the Registration Statement (the
"Underwriters").
On May 10, 1999, we closed on the Underwriters exercise of their
over-allotment option to purchase an additional 750,000 shares of our common
stock at the initial public offering price of $21 per share. The total price to
the public for the shares of common stock offered and sold by us was
$120,750,000. The amount of expenses incurred for our account in connection with
the offering are as follows:
<TABLE>
<S> <C>
Underwriting discounts and commissions...................... $8,452,000
Finder's fees............................................... --
Expenses paid to or for the Underwriters.................... --
Other expenses.............................................. 1,106,000
----------
Total expenses........................................ $9,558,000
==========
</TABLE>
All of the foregoing expenses were direct or indirect payments to persons
other than (i) directors, officers or their associates; (ii) persons owning ten
percent (10%) or more of our common stock; or (iii) our affiliates.
11
<PAGE>
The net proceeds of the offering to us (after deducting the foregoing
expenses) was $111,192,000. From the effective date of the Registration
Statement, the net proceeds have been used for the following purposes:
<TABLE>
<S> <C>
Construction of plant, building and facilities.............. $ --
Purchase and installation of machinery and equipment........ 1,198,000
Purchase of real estate..................................... --
Acquisition of other business (including transaction
costs).................................................... --
Repayment of indebtedness................................... 6,163,000
Working capital............................................. 28,161,000
Temporary investments, including cash and cash
equivalents............................................... 9,256,000
Other purposes (for which at least $100,000 has been used)
including: investments, including debt instruments of the
United States Government and its agencies and in high
quality corporate issuers................................. 66,414,000
------------
$111,192,000
============
</TABLE>
Except for compensation expenses, all of the foregoing payments were direct
or indirect payments to persons other than (i) directors, officers or their
associates; (ii) persons owning ten percent (10%) or more of the Company's
common stock; or (iii) affiliates of the Company.
ITEM 6. SELECTED FINANCIAL DATA.
The following selected financial information for the period from March 21,
1995 (inception) to December 31, 1995 and for each of the years ended
December 31, 1999, December 31, 1998 and December 31, 1997 and December 31, 1996
are derived from our financial statements which have been audited by
PricewaterhouseCoopers LLP, independent accountants. You should read the
following information in conjunction with our financial statements and notes
thereto and "Management's
12
<PAGE>
Discussion and Analysis of Financial Condition and Results of Operations"
included elsewhere in this report.
<TABLE>
<CAPTION>
MARCH 21, 1995 YEAR ENDED DECEMBER 31,
(INCEPTION) THROUGH ---------------------------------------------------
DECEMBER 31, 1995 1996 1997 1998 1999
------------------- ---------- ---------- ----------- -----------
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues.......................... $ $ $ 141 $ 1,022 $ 5,594
Costs and expenses:
Cost of revenues................ -- -- 1,530 9,919 15,593
Engineering and development..... 149 1,408 6,981 9,684 12,440
Sales and marketing............. -- 428 3,623 5,157 8,719
General and administrative...... -- 1,093 2,432 3,587 6,270
Depreciation and amortization... -- -- 22 119 292
---------- ---------- ---------- ----------- -----------
Total costs and expenses.... 149 2,929 14,588 28,466 43,314
Loss from operations.............. (149) (2,929) (14,447) (27,444) (37,720)
Interest and other income, net.... -- 8 423 423 3,319
Interest expense.................. -- (2) (17) (101) (230)
---------- ---------- ---------- ----------- -----------
Loss before extraordinary item.... (149) (2,923) (14,041) (27,122) (34,631)
Extraordinary item--extinguishment
of debt......................... -- -- (1,019)
---------- ---------- ---------- ----------- -----------
Net loss.......................... (149) (2,923) (14,041) (27,122) (35,650)
Accretion on preferred stock...... -- (75) (2,436) (6,145) (2,475)
---------- ---------- ---------- ----------- -----------
Net loss available to common
stockholders.................... $ (149) $ (2,998) (16,477) $ (33,267) $ (38,125)
========== ========== ========== =========== ===========
Basic and diluted net loss per
common share: (1)
Loss before extraordinary
item.......................... $ (0.33) (1.81) $ (3.66) $ (2.07)
Extraordinary item.............. -- -- -- (.06)
---------- ---------- ----------- -----------
Net loss.................... $ (0.33) (1.81) $ (3.66) $ (2.13)
========== ========== =========== ===========
Weighted average common stock
outstanding--basic and
diluted......................... 9,100,801 9,100,801 9,100,801 17,869,827
========== ========== =========== ===========
BALANCE SHEET DATA:
Cash and cash equivalents,
restricted cash and short term
investments..................... $ 32 $ 7,574 $ 17,318 $ 368 $ 75,670
Total assets...................... 32 7,583 18,412 5,621 89,170
Long-term obligations, including
current portion................. -- -- 591 1,128 1,185
Total mandatory redeemable
preferred stock................. -- 8,571 34,366 49,276 --
Warrant for mandatory redeemable
preferred stock................. -- -- 881 881 --
Total stockholders' equity
(deficit)....................... 32 (1,451) (19,177) (52,240) 82,657
Other data:
Common shares outstanding......... -- 9,100,801 9,100,801 9,100,801 21,488,456
</TABLE>
- ------------------------
(1) For purposes of computing the net loss per common share before extraordinary
item, loss before extraordinary item has been reduced by the accretion on
preferred stock.
13
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD-LOOKING AND CAUTIONARY STATEMENTS
We may from time to time make written or oral forward-looking statements,
including those contained in the foregoing Management's Discussion and Analysis
of Financial Condition and Results of Operations. In order to take advantage of
the "safe harbor" provisions of the private Securities Litigation Reform Act of
1995, we are hereby identifying certain important factors which could cause our
actual results, performance or achievement to differ materially from those that
may be contained in or implied by any forward-looking statement made by or on
behalf of WorldGate. The factors, individually or in the aggregate, that could
cause such forward-looking statements not to be realized include, without
limitation, those set forth under and included in other portions of this
document. We caution you that the foregoing list of important factors is not
intended to be, and is not, exhaustive. We do not undertake to update any
forward-looking statement that may be made from time to time by or on behalf of
WorldGate.
RESULTS OF OPERATIONS:
The following discussion of our financial condition and results of
operations should be read together with the consolidated financial statements
and the related notes included in another part of this document and which are
deemed to be incorporated into this section.
1999 versus 1998
Revenues.
Revenues increased from $1,022,000 for the year ended December 31, 1998 to
$5,594,000 for the year ended December 31, 1999. Substantially all revenues
continue to be attributable to the increase in commercial deployments of the
WORLDGATE Service and cable subscribers subscribing to the WORLDGATE Service. At
December 31, 1998 there were three commercial deployments and 1,200 cable
customers to the WORLDGATE Service. At December 31, 1999 there were 14
commercial deployments, with approximately 15,000 cable customers subscribing to
the WORLDGATE Service. For the year ended December 31, 1999 revenues consisted
primarily of sales of headends, keyboards and related products.
Costs and Expenses.
Cost of Revenues. Cost of revenues consists primarily of product costs
related to initial trials, commercial deployments and WorldGate modules to be
incorporated into set-top boxes. Costs of Revenues for the years ended
December 31, 1999 and 1998 were $15,593,000 and $9,919,000, respectively, or
approximately 279% and 971%, of revenues, respectively. This reduction in the
cost of revenues as a percent of revenues is primarily attributable to the
Company's reduction of unit costs and number of WorldGate modules needed for
set-top boxes.
Engineering and Development. Engineering and development expenses primarily
consist of compensation of employees, design costs and programming, testing,
documentation and support of the Company's hardware, software and services.
Engineering and development costs were $12,440,000 and $9,684,000, respectively,
for the years ended December 31, 1999 and 1998. The Company anticipates
continued increases in staff and expenditures for the development of new and
enhanced products, software and services.
Sales and Marketing. Sales and marketing costs consist primarily of
compensation, attendance at conferences and trade shows, travel costs necessary
to cover a domestic and international customer base, promotions and other
marketing programs substantially related to initial trial installations and
commercial deployments. For the years ended December 31, 1999 and 1998, sales
and marketing expenses were $8,719,000 and $5,157,000. The increase of
approximately 69% was primarily the result
14
<PAGE>
of additional trade show costs of approximately $1,200,000 and increases in
marketing and promotional expenditures. The Company anticipates that these
expenses will continue to increase with the anticipated growth in the number of
new, and the expansion of existing, commercial deployments. Increased
expenditures are also anticipated for advertising and other trade promotional
activities.
General and Administrative. General and administrative expenses consist
primarily of expenditures for administration, office and facility operations,
finance and general management activities, including legal, accounting and other
professional fees. General and administrative expenses were $6,270,000 and
$3,587,000, respectively, for the years ended December 31, 1999 and 1998. This
increase of approximately 75% was primarily due to a $273,000 placement fee for
financing obtained in March 1999, $277,000 of additional deferred compensation
expense related to options previously granted, moving costs of $269,000
associated with the Company's relocation to larger facilities in June 1999 and
$1,300,000 of additional legal, consulting, facility and insurance costs
incurred during the year ended December 31, 1999. Additionally, the Company
recorded a reserve for doubtful accounts of $150,000 at December 31, 1999. The
Company anticipates that general and administrative expenses will continue to
increase as the Company hires additional personnel and incurs additional costs
related to being a public company, such as expenses related to directors' and
officers' insurance, investor relations programs and increased professional
fees.
Interest and Other Income and Interest Expense. Interest and other income
and interest expense consist of interest earned on cash and cash equivalents and
short-term investments, and interest expense on equipment financing and
short-term debt. Interest and other income increased from $423,000 for the year
ended December 31, 1998, to $3,319,000 for the year ended December 31, 1999.
During 1998 the Company earned interest on the proceeds of a $19,935,000 private
placement with multiple closings from November 1997 through January 1998, and on
proceeds received of $7,952,000 that was part of a $16,827,000 private placement
with multiple closings from September 1998 through February 1999. In comparison,
during the year ended December 31, 1999, the Company earned interest on an
average invested balance of approximately $54,000,000, primarily the result of
the net proceeds received of $111,192,000 from the Company's initial public
offering ("IPO") in April 1999, and incurred interest expense related to its
$6,000,000 financing and $1,100,000 equipment financing facility.
Extraordinary Loss. The Company recorded a $1,019,000 extraordinary loss as
a result of the early extinguishment in April 1999 of notes issued by the
Company in March 1999.
Income Taxes. The Company has incurred net operating losses since inception
and accordingly had no income taxes due and has not recorded any income tax
benefit for those losses.
1998 VERSUS 1997
The Company's revenues increased to $1,022,000 in 1998, as compared to
$141,000 in 1997. This increase in revenues reflects an increase in the number
of system sales and wireless keyboard sales in connection with the initial
commercial deployment of the WORLDGATE Service. The WORLDGATE Service was first
made available to cable subscribers in 1998.
WorldGate's cost of revenues for 1998 were $9,919,000 as compared to
$1,530,000 in 1997. This increase of $8,389,000 is due to the increased number
of trials and deployment systems installed in 1998. These costs reflect direct
costs and the additional hardware, software and installation costs incurred for
customer trials and field system deployments.
The Company's engineering and development expenses increased to $9,684,000
in 1998, as compared to $6,981,000 in 1997. Due to the initial commercial
deployment of the WORLDGATE Service, the increase in the number of trials and
the on-going product development, testing and enhancement of the WORLDGATE
Service, the number of engineering and development personnel increased during
1998. In 1998, personnel costs increased by $900,000, and engineering equipment,
licenses, certifications and support costs increased by approximately
$1,800,000. Engineering equipment costs in 1998 included
15
<PAGE>
approximately $2,000,000 of development expenditures paid to two non-controlling
stockholders under existing contracts.
WorldGate's sales and marketing expenses increased to $5,157,000 in 1998, as
compared to $3,623,000 in 1997. These expenses represent the cost of introducing
the WORLDGATE Service to the cable television industry, and the marketing
expenditures incurred as a result of the expansion of our initial commercial
deployment and the increased number of initial trials with cable operators.
These expenses include expenditures for advertising, trade shows, promotional
materials, consultants and general sales and marketing overhead. Personnel costs
increased by $600,000, and marketing expenditures increased by $1,000,000 in
1998.
WorldGate's general and administrative expenses increased to $3,587,000 in
1998, as compared to $2,432,000 in 1997. The increase is attributable primarily
to additional personnel and related overhead costs to support our growth,
including the initial commercial deployment and the increased number of trials.
In 1998, personnel costs increased by $550,000 and other related overhead
expenditures increased by $650,000.
WorldGate has not provided for or paid any federal or state income taxes. As
of December 31, 1998, the Company had net operating loss carry-forwards of
approximately $38,500,000 available to offset future income subject to income
taxes. The Company believes that its ability to utilize its net operating loss
carry-forwards will be subject to annual limitations as a result of its initial
public offering.
Liquidity and Capital Resources:
As of December 31, 1999, the Company's primary source of liquidity consisted
of cash and cash equivalents and short-term investments that are highly liquid,
are of high quality investment grade and predominantly have maturities less than
one year. We intend to make such funds readily available for operating purposes.
We may use cash to acquire or license technology, products or business related
to our current business. We anticipate that we will continue to experience
significant growth in our operating expenses and that our operating expenses
will be a material use of our cash resources.
At December 31, 1999, the Company had cash and cash equivalents of
$9,256,000 (in addition to $66,414,000 in short-term investments) as compared to
$128,000 at December 31, 1998. Net cash used in operations was $42,160,000 for
the year ended December 31, 1999, as compared to $25,723,000 used in 1998. The
increase in net cash used in operations was primarily attributable to the
Company's increased losses in 1999, inventory increases, accounts receivable
increases and the advance payment of engineering and development work.
Net cash provided by financing activities was $118,925,000 and $9,301,000,
respectively, for the years ended December 31, 1999 and 1998. This increase
resulted from the Company's IPO in April 1999, with gross proceeds totaling
$105,000,000. Approximately $8,452,000 in IPO expenses incurred were offset
against these proceeds.
In May 1999, the Company received additional gross proceeds of $15,750,000
from the underwriters in connection with the exercise of their over-allotment
option granted in the IPO. Offering expenses related to these additional
proceeds were approximately $1,103,000.
Assuming that there is no significant change in the Company's business, the
Company believes that the proceeds from the IPO will be sufficient to meet its
anticipated cash needs for working capital and capital expenditures for at least
the next twelve months. After the twelve-month period, we may require additional
funds to support our working capital requirements or for other purposes and may
seek to raise additional funds through public or private equity financing, bank
debt financing, or from other sources. There can be no assurance that this
capital will be available on terms acceptable to us, if at all.
16
<PAGE>
Prior to its initial public offering, the Company derived substantially all
of its operating capital from private placements of preferred stock, a
$1,100,000 capital contribution from the Company's chief executive officer, a
$2,000,000 line of credit and the issuance of $6,000,000 face amount of
discounted notes in March 1999.
Y2K Compliance. Many existing computer programs use only two digits to
identify a year. These programs were designed and developed without addressing
the impact of the change in the century. If not corrected, many computer
software applications could fail or create erroneous results after Year 2000. To
date, the Year 2000 issue did not have a material effect on our products,
services or operations.
Recent Accounting Pronouncement. In December 31, 1999, the Securities and
Exchange Commission (SEC) released Staff Accounting Bulletin (SAB) No. 101,
Revenue Recognition, which must be adopted during 2000. SAB 101 provides
additional guidance on revenue recognition as well as criteria for when revenue
is generally realized and earned. The Company is currently assessing the impact,
if any, the SAB will have on the Company's financial position, results of
operations, and cash flows.
FACTORS AFFECTING OUR BUSINESS CONDITION
In addition to the other information included in this report, the following
factors should be considered in evaluating our business and future prospects:
- WE MAY EXPERIENCE DIFFICULTIES DEVELOPING AND IMPLEMENTING OUR MARKETING
AND BUSINESS PLANS.
We began operations in March 1995 and our service was first made
commercially available in the third quarter of 1998. As a result, our
operating, sales and marketing and other strategies are still being
developed, and we do not have a history which may give us or you an
indication of how we may respond to situations presented to us. If we are
not successful in implementing our marketing and business plans on a timely
basis or otherwise effectively managing our development, our business,
operating results and financial condition will be materially adversely
affected.
- IF WE CONTINUE TO INCUR LOSSES, WE MAY NOT BE ABLE TO FINANCE THE
COMMERCIAL DEPLOYMENT OF THE WORLDGATE SERVICE.
We have experienced losses and have had negative cash flow in each
quarter and year since inception, and we expect to continue to operate at a
loss for the foreseeable future. To make a profit, we must increase our
revenues and gross profit margin. If we are not able to do so, our losses
may extend beyond the foreseeable future and we may not be able to continue
financing the commercial deployment, development and enhancement of the
WORLDGATE Service.
Our aggregate revenues from inception to December 31, 1999 were
approximately $6.8 million, and our aggregate accumulated deficit at
December 31, 1999 was approximately $89.1 million. In addition, we currently
intend to increase our operating expenses and capital expenditures in order
to continue the commercial deployment of the WORLDGATE Service. As a result,
we expect to experience substantial additional operating losses and negative
cash flow for the foreseeable future.
- BECAUSE TELEVISION-BASED INTERNET ACCESS IS NEW, WE CANNOT BE CERTAIN THAT
A MARKET OR SUSTAINABLE DEMAND FOR THE WORLDGATE SERVICE WILL DEVELOP.
The market for television-based Internet access is new and evolving, and
no single technology or approach to providing this access has been widely
adopted by consumers or cable operators. As a result, we cannot guarantee
that a market for television-based Internet access in general, or for the
WORLDGATE Service in particular, will develop or that demand for the
WORLDGATE Service will be sustainable. If the market does not develop,
develops more slowly than expected or becomes
17
<PAGE>
saturated with competitors, our business, operating results, and financial
condition will be materially adversely affected.
- THE COMPETITIVE MARKET FOR INTERNET ACCESS MAY LIMIT DEMAND OR PRICING FOR
THE WORLDGATE SERVICE.
We experience intense competition. Many companies provide Internet
access and other services with functionality similar to those comprising the
WORLDGATE Service. As a result of this competition, demand for the WORLDGATE
Service may suffer, we may be restricted in the pricing we can charge for
the WORLDGATE Service and our business, financial condition and results of
operations may be adversely affected. Competitors provide their services
through a variety of technologies, which are in various stages of
implementation and adoption. Many of our competitors have significantly
greater financial, technical, marketing, distribution, customer support,
name recognition, compelling content, access to consumers and other
resources, and more established relationships with cable operators,
advertisers and content and application providers than we have.
- WE MAY NOT SUCCEED IF CABLE OPERATORS DO NOT OFFER THE WORLDGATE SERVICE
TO THEIR SUBSCRIBERS.
Because the WORLDGATE Service is made available to cable subscribers
through a cable operator's system, our growth and future success depends
substantially upon our ability to convince cable operators to offer the
WORLDGATE Service to their subscribers. As of December 31, 1999, we have
only entered into a limited number of agreements with cable operators
providing for the commercial launch of the WORLDGATE Service in some of the
markets served by these cable operators. If cable operators determine that
our service is not viable as a business proposition or if they determine
that the service does not meet their business or operational expectations or
strategies, they will not offer the WORLDGATE Service to their subscribers.
Furthermore, because there are a limited number of cable operators, as well
as consolidation in the industry, the failure to reach agreements with these
major cable operators which service a significant number of cable
subscribers could materially adversely affect the market for the WORLDGATE
Service.
- OUR REVENUES WILL DEPEND ON THE MANNER IN WHICH CABLE OPERATORS MARKET AND
PRICE THE WORLDGATE SERVICE.
We depend on cable operators to provide the WORLDGATE Service to their
subscribers and therefore have limited or no control over a number of
important factors, including:
- the cable operators' advertising or marketing strategy, if any,
regarding their offering of the WORLDGATE Service to their subscribers,
- the monthly fees cable operators charge to their subscribers for the
WORLDGATE Service, and
- the extent to which cable operators purchase additional WorldGate
equipment to avoid reduction in performance if subscriber demand grows.
Our revenues may not meet our expectations if the cable operators'
marketing, pricing and operating strategies are inconsistent with our
business model.
- THE MARKET FOR THE WORLDGATE SERVICE WILL BE ADVERSELY AFFECTED IF CABLE
OPERATORS DO NOT CONTINUE TO UPGRADE THEIR SYSTEM INFRASTRUCTURES TO
SUPPORT TWO-WAY DATA TRANSMISSIONS.
The adoption of the WORLDGATE Service is dependent upon continued
investment by cable operators to upgrade their infrastructures to support
two-way data transmissions. It is uncertain whether cable operators will
upgrade their infrastructures and the failure of cable operators to complete
these upgrades in a timely and satisfactory manner would adversely affect
the market for the WORLDGATE Service.
Although the WORLDGATE Service can operate over one-way cable plant that
is only capable of transmitting programming to subscribers, it can do so
only in conjunction with a telephone line. As
18
<PAGE>
such, it is less convenient and efficient for a subscriber to use the
WORLDGATE Service over one-way cable plant and, to date, the majority of
cable operators who are deploying the WORLDGATE Service have done so over
two-way cable plants that are capable of transmitting information from the
cable operator's facility to the subscribers and vice versa. We cannot
assure you that cable operators will upgrade their cable plant to two-way
plant or that they will do so in a timely and satisfactory manner. In the
event that they do not do so, our business, financial condition and results
of operations could be materially adversely affected.
- CABLE OPERATORS MAY BE CONTRACTUALLY LIMITED IN THEIR ABILITY TO OFFER THE
WORLDGATE SERVICE.
We are aware that some cable operators, such as Cablevision, Comcast
Corporation, Cox Communications, Inc. and AT&T Corporation, whose cable
systems serve more than 26 million U.S. homes, or at least 26% of all U.S.
homes, have entered into distribution agreements with At Home Corporation.
These agreements contain exclusivity provisions that purport to prohibit
these cable operators from conducting or participating in any business in
the United States that involves the provision of residential Internet
services over their cable plants at data transmission speeds greater than
128 Kbps. These agreements could be interpreted to preclude or hinder these
cable operators from offering the WORLDGATE Service to their subscribers at
speeds in excess of 128 Kbps. If cable operators are unwilling or unable to
offer the WORLDGATE Service to subscribers in these cable systems, our
business, financial condition and results of operations would be materially
adversely affected.
- CABLE OPERATORS AND CABLE BOX MANUFACTURERS MAY NOT OFFER THE WORLDGATE
SERVICE BECAUSE THEY MAY HAVE POTENTIAL CONFLICTS OF INTEREST.
Some cable operators and cable box manufacturers are stockholders of
other companies that provide Internet services. To the extent that these
cable operators elect not to offer the WORLDGATE Service because of these
affiliations, our business, financial condition and results of operations
could be materially adversely affected. For example, AT&T, Comcast, Cox and
Cablevision are stockholders of At Home; and MediaOne Group, Inc. (which has
agreed to be acquired by AT&T) and Time Warner have established their own
cable-based Internet service, called Road Runner, with proprietary content
featuring various Time Warner publications and services. Also, some
companies that provide Internet services, such as Microsoft Corporation, are
stockholders of cable operators or cable box manufacturers. We cannot assure
you that there will not be other investments among providers of Internet
services, cable operators and/or cable box manufacturers. As a result, these
cable operators and cable box manufacturers may be reluctant to provide any
service, including the WORLDGATE Service, or to otherwise work with any
entity that provides other Internet services in competition with their
affiliates.
- ONLY CABLE TELEVISION SUBSCRIBERS WHO UTILIZE A CABLE SET-TOP BOX CAN
RECEIVE THE WORLDGATE SERVICE.
For cable television subscribers to receive the WORLDGATE Service, they
must have a cable set-top box that can be WorldGate enabled. Currently, many
cable television subscribers receive their cable television service through
the cable line directly into their televisions, without a set-top box.
We cannot assure you that cable operators serving these subscribers will
elect to provide them with set-top boxes for the purpose of offering the
WORLDGATE Service, or that these customers will choose to utilize a set-top
box in order to receive the WORLDGATE Service.
- WE CANNOT OFFER THE WORLDGATE SERVICE IF CABLE BOX MANUFACTURERS DO NOT
INCORPORATE OUR TECHNOLOGY INTO THEIR CABLE BOXES.
In order to access the WORLDGATE Service, a consumer needs a WorldGate
enabled digital or advanced analog cable box. Neither General Instrument
(now a part of Motorola) nor Scientific-
19
<PAGE>
Atlanta is required to install our technology in its cable boxes and neither
company is prohibited from establishing relationships with any of our
competitors and incorporating our competitors' technologies into their cable
boxes. In addition, our technology must be certified by General Instrument
and Scientific-Atlanta for each model of cable box before cable operators
are willing to deploy them to their subscribers, and, although we have
certification for some models, we cannot assure you that our technology will
be certified for other models on a timely basis, if at all.
Additionally, because General Instrument and Scientific-Atlanta are the
two largest suppliers of cable boxes, their decision not to install our
technology in their cable boxes or to develop similar technology with our
competitors would have a material adverse effect on our future success. Both
General Instrument and Scientific-Atlanta have joined us in promoting the
WORLDGATE Service and if either company severed this relationship with us,
we would lose a valuable sales and marketing resource.
- WE ARE SUBJECT TO CAPACITY CONSTRAINTS AND SYSTEM FAILURES.
Due to the limited deployment of the WORLDGATE Service, the ability of
our service to accommodate a substantial number of users is not yet known.
We cannot assure you that we will be able to provide high quality
performance and high transaction speeds as the number of subscribers grows
or their usage increases. In addition, as subscriber penetration grows it
may be necessary for cable operators to purchase additional equipment, and
we cannot assure you that they will do so.
The performance of the WORLDGATE Service is also subject to reduction in
performance and interruption from human errors, telecommunication failures,
computer viruses and similar events. Any of these problems in our systems or
those of cable operators could result in reduced subscriber demand. We have
experienced performance reduction and service interruptions from time to
time in the past and we expect that these problems will continue from time
to time. Our failure to provide uninterrupted service at a level of
performance acceptable to subscribers would have a material adverse effect
on our business, financial condition and results of operations.
- PENDING INTELLECTUAL PROPERTY CLAIMS AGAINST US COULD BE COSTLY AND RESULT
IN THE LOSS OF SIGNIFICANT RIGHTS.
We are subject to patent litigation that claims we are infringing other
parties' intellectual property rights.
- Interactive Channel Technologies, Inc. and SMI Holdings, Inc.,
subsidiaries of Source Media, Inc. (whose technology is being acquired
by Liberate Technologies), filed a complaint against us alleging that
we infringed patents issued to Source Media.
- Advanced Interactive, Inc. filed a complaint against us and several
other defendants alleging that the defendants infringed a patent
assigned to Advanced Interactive.
If the plaintiffs win either lawsuit, we could be precluded from
offering the WORLDGATE Service. We cannot assure you that licenses to any of
the technologies owned by the plaintiffs in these lawsuits would be
available to us on commercially reasonable terms, if at all. Irrespective of
the validity or the successful assertion of these claims, they could result
in significant costs and diversion of management time and resources. This
would have a material adverse effect on our business, financial condition
and results of operations.
- THE SUCCESS OF OUR CHANNEL HYPERLINKING TECHNOLOGY WILL BE ADVERSELY
AFFECTED IF ADVERTISERS AND TELEVISION PROGRAMMERS DO NOT PROVIDE US WITH
NECESSARY CONTENT.
Our future growth and long-term success depends substantially on our
ability to convince advertisers and television programmers to use our
CHANNEL HYPERLINKING technology with their advertisements and television
programs. As of December 31, 1999, no advertiser or programmer
20
<PAGE>
had paid us to use our CHANNEL HYPERLINKING technology, or was obligated to
use our CHANNEL HYPERLINKING technology in their advertisements or programs.
We believe that the adoption of the CHANNEL HYPERLINKING technology is
substantially dependent on:
- our service meeting advertisers' and programmers' business or
operational expectations or strategies, and
- us achieving a significant number of subscribers to the WORLDGATE
Service.
We cannot assure you that we will achieve either of the above goals. If
we fail to incorporate our CHANNEL HYPERLINKING technology in a substantial
number of advertisements and programs, our business, operating results and
financial condition could be materially adversely affected.
- RAPID TECHNOLOGICAL CHANGE COULD RENDER OUR SERVICES OBSOLETE.
The market for consumer Internet access services and online content is
characterized by rapid technological developments, frequent new product
introductions and evolving industry standards. The nature of the market for
these products and services and their rapid evolution requires that we
continually improve the performance, features and reliability of the
WORLDGATE Service, particularly in response to competitive offerings. We may
not be successful in responding quickly, cost-effectively and adequately to
these developments. There may be a time-limited market opportunity for the
WORLDGATE Service, and we may not be successful in achieving widespread
acceptance of the WORLDGATE Service before competitors offer products and
services with speed and performance similar to, or better than, our current
offerings.
- THE LOSS OF ANY ONE OF OUR LARGEST CUSTOMERS COULD ADVERSELY AFFECT OUR
REVENUES AND FUTURE PROSPECTS.
We have in the past derived, and expect in the future to derive, a
significant portion of our revenues from a limited number of customers. In
the event that any of these customers cease to offer the WORLDGATE Service,
our business, operating results and financial condition could be materially
adversely affected. In 1997, three cable operators accounted for
approximately 100% of our revenues, in 1998, ten cable operators accounted
for approximately 98% of our revenues, and in 1999, ten cable operators
accounted for 79% of our revenues. Moreover, in 1998, Charter and
Click!Network accounted for 44% and 10%, respectively, of our revenues, and
in 1999, Charter, Click!Network, Buckeye Cable Systems and Singapore
CableVision Ltd. accounted for 26%, 5%, 17% and 13%, respectively, of our
revenues. We cannot assure you that any of these customers will continue to
offer the WORLDGATE Service to their cable subscribers.
- OUR INTERNATIONAL OPERATIONS ARE SUBJECT TO MANY UNCERTAINTIES.
A key component of our strategy is the expansion of the WORLDGATE
Service into international markets. We have limited experience in developing
localized versions of our service and in developing relationships with
international cable system operators. We may not be successful in expanding
our service offerings into foreign markets. In addition to the uncertainty
regarding our ability to generate revenues from foreign operations and
expand our international presence, there are certain risks inherent in doing
business on an international level, such as:
- difficulties in collecting accounts receivable and longer collection
periods,
- regulatory requirements, including the regulation of Internet access,
- export and import restrictions, including tariffs and other trade
barriers,
- difficulties in staffing and managing foreign operations,
- political instability, and
- fluctuations in currency exchange rates.
21
<PAGE>
Any of these factors could materially adversely affect the success of our
current and future international operations.
- WE MAY HAVE LIABILITY FOR INFORMATION RETRIEVED OR REPLICATED ON THE
INTERNET.
Claims for negligence, copyright or trademark infringement or other
legal theories could be made against us because information can be
downloaded and redistributed by users of the WORLDGATE Service. Copyright
and trademark laws are evolving both domestically and internationally and we
are uncertain how they apply to the WORLDGATE Service. The imposition of
liability for information carried by us would have a material adverse effect
on our business, operating results and financial condition.
- WE MAY HAVE LIABILITY FOR E-COMMERCE TRANSACTIONS.
As part of our business, we are seeking to enter into agreements with
content providers, advertisers and e-commerce merchants under which we will
receive a share of revenue from the purchase of goods and services by users
of the WORLDGATE Service. These arrangements may expose us to additional
legal risks and uncertainties, including potential liabilities to consumers
of these products and services. Our insurance may not cover potential claims
of this type or may not be adequate to indemnify us for all liability that
may be imposed.
- WE COULD BECOME SUBJECT TO BURDENSOME GOVERNMENT REGULATION WHICH AFFECTS
OUR ABILITY TO OFFER OUR SERVICE OR WHICH AFFECTS DEMAND FOR OUR SERVICE.
We are subject to varying degrees of federal, state, local and foreign
regulations as well as laws enacted by the U.S. Congress and other
governments. The Federal Communications Commission has established
regulations that, among other things, set licensing, access, installation
and equipment standards for communications systems. We are uncertain how
these regulations may be applied to Internet services offered over cable
television systems.
We also anticipate that due to its increasing popularity and use, the
Internet will be subject to increased attention and regulation. These laws
and regulations may regulate issues such as user privacy, defamation,
network access, pricing, taxation, content, quality of products and services
and intellectual property ownership and infringement. These laws and
regulations could expose us to liability, materially increase our cost of
providing our service, and decrease the growth and acceptance of the
Internet in general and access to the Internet over cable systems.
- OUR BUSINESS WOULD SUFFER IF WE WERE TO LOSE THE SERVICES OF HAL
M. KRISBERGH OR OTHER KEY PERSONNEL.
Our success depends in significant part upon the continued service of
our key technical, sales and senior management personnel, particularly
Mr. Krisbergh, who has significant relevant experience in the cable
television industry. No officer or employee of WorldGate is bound by an
employment agreement, and any officer or employee of WorldGate could
terminate his or her relationship with us at any time. Our future success
will also depend on our ability to attract, train, retain and motivate
highly qualified senior management, technical, marketing and sales
personnel. Because competition for these personnel is intense, we cannot
assure you that we will be able to do so.
- THE ABILITY TO INFLUENCE THE OUTCOME OF STOCKHOLDER VOTES MAY BE LIMITED
BY THE SIGNIFICANT OWNERSHIP INTEREST OF OUR CHAIRMAN AND CHIEF EXECUTIVE
OFFICER.
Hal M. Krisbergh beneficially owns approximately 28% of the outstanding
common stock as of March 15, 2000. Mr. Krisbergh has the voting power to
exercise substantial control over the election of our entire board of
directors and all votes on matters requiring stockholder approval. This
concentration of ownership may also have the effect of delaying or
preventing a change in control of WorldGate.
22
<PAGE>
- ANTI-TAKEOVER PROVISIONS IN OUR CHARTER DOCUMENTS COULD DISCOURAGE
UNWANTED TAKEOVER ATTEMPTS AND COULD REDUCE THE OPPORTUNITY FOR
STOCKHOLDERS TO GET A PREMIUM FOR THEIR SHARES.
We are subject to Delaware laws and to provisions of our certificate of
incorporation and by-laws that could have the effect of delaying, deterring
or preventing a change in control of WorldGate. As a result, our management
could attempt to utilize these laws and provisions to discourage or reject
unsolicited bids to acquire us, including bids that would have paid
stockholders a premium over the then current market price of their shares.
- WE MAY BE UNABLE TO OBTAIN NECESSARY ADDITIONAL CAPITAL TO FUND OPERATIONS
IN THE FUTURE.
To date, we have funded operations primarily through private sales of
equity securities and through our initial public offering of common stock in
April 1999. If we are unable to obtain additional financing on terms
acceptable to us as needed, our business, operating results and financial
condition would be materially adversely affected. Our capital requirements
in the future will depend on numerous factors, including:
- the rate of acceptance of the WORLDGATE Service by cable operators,
cable subscribers, advertisers, television programmers, e-commerce
companies and Internet content providers,
- our ability to maintain and increase the number of subscribers, and
- the rate of commercialization of the WORLDGATE Service and the
acquisition of related businesses or technology, if any.
We cannot predict the timing or amount of our capital requirements. Any
additional equity financing, if available, may be dilutive to our
stockholders, and debt financing, if available, may involve significant
restrictions on our financing and operating activities.
- OUR COMMON STOCK PRICE IS LIKELY TO BE HIGHLY VOLATILE.
The market price of our common stock has been and will likely continue
to be highly volatile as the stock market in general, and the market for
Internet-related and technology companies in particular, has been highly
volatile. Investors may not be able to resell their shares of our common
stock following periods of volatility because of the market's adverse
reaction to such volatility. The trading prices of many technology and
Internet-related companies' stocks have reached historical highs within the
last 52 weeks and have reflected relative valuations substantially above
historical levels. During the same period, such companies' stocks have also
been highly volatile and have recorded lows well below such historical
highs. We cannot assure you that our stock will trade at the same levels of
other Internet stocks or that Internet stocks in general will sustain their
current market prices. Factors that could cause such volatility may include,
among other things:
- actual or anticipated variations in quarterly operating results;
- announcements of technological innovations;
- new products or services;
- changes in financial estimates by securities analysts;
- conditions or trends in the Internet or cable industry;
- changes in the market valuations of other Internet or cable companies;
- announcements by us or our competitors of significant acquisitions,
strategic partnerships or joint ventures;
- capital commitments;
- additions or departures of key personnel; and
- sales of common stock.
23
<PAGE>
Many of these factors are beyond our control. These factors may
materially adversely affect the market price of our common stock, regardless
of our operating performance.
- SUBSTANTIAL SALES OF OUR COMMON STOCK COULD LOWER OUR STOCK PRICE.
The market price for our common stock could drop as a result of sales of
a large number of our presently outstanding shares, including shares issued
upon the exercise of outstanding options and warrants, or the perception
that these sales could occur. These factors also could make it more
difficult for us to raise funds through future offerings of our common
stock. Certain holders of our common stock have demand and piggy-back
registration rights. The exercise of such rights could adversely affect the
market price of our common stock. We have also filed:
- on September 13, 1999, a shelf registration statement (Registration
No. 333-87029) under the Securities Act for 380,056 shares of common
stock issuable upon exercise of outstanding warrants and 375,363 shares
of common stock, and
- on May 20, 1999 a registration statement to register all shares of
common stock under our stock option plan.
These shares are eligible for resale in the public market without
restriction.
- OUR RESULTS MAY DIFFER MATERIALLY FROM THOSE FORECASTED OR EXPRESSED IN
THE FORWARD-LOOKING STATEMENTS.
Expressed forward-looking statements are not historical facts, but
rather are based on our current expectations, estimates and projections
about WorldGate's industry and our beliefs and assumptions. Words such as
"anticipates," "expects," "intends," "plans," "believes," "seeks,"
"estimates" and similar expressions are intended to identify forward-looking
statements. These statements are not guarantees of future performance and
are subject to some risks, uncertainties and other factors, many of which
are beyond our control, are difficult to predict and could cause actual
results to differ materially from those expressed or forecasted in the
forward-looking statements. We caution you not to place undue reliance on
these forward-looking statements, which reflect our management's view only
as of the date of this document. We are not obligated to update these
statements or publicly release the result of any revisions to them to
reflect events or circumstances after the date of this document or to
reflect the occurrence of unanticipated events.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Interest Rate Risk. Our exposure to market risk related to changes in
interest rates relates primarily to our investment portfolio. We invest in
instruments that meet high credit quality standards, and we limit the amount of
credit exposure to any one issue, issuer and type of investment.
As of December 31, 1999, our cash and cash equivalents and investments
consisted of $75,670,000, most of which were short term investments having a
maturity of less than one year. Due to the average maturity and conservative
nature of our investment portfolio, a sudden change in interest rates would not
have a material effect on the value of the portfolio. Management estimates that
had the average yield of our investments decreased by 100 basis points, our
interest income for the year ended December 31, 1999 would have decreased by
less than $600,000. This estimate assumes that the decrease occurred on the
first day of 1999 and reduced the yield of each investment instrument by 100
basis points. The impact on our future interest income of future changes in
investment yields will depend largely on the gross amount of our investments.
24
<PAGE>
ITEM 8.
WORLDGATE COMMUNICATIONS, INC.
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
Report of PricewaterhouseCoopers LLP........................ F-2
Consolidated Balance Sheets as of December 31, 1998 and
1999...................................................... F-3
Consolidated Statements of Operations for the years ended
December 31, 1997, 1998 and 1999.......................... F-4
Consolidated Statements of Stockholders' Equity (Deficit)
and
Redeemable Preferred Stock for the years ended
December 31, 1997,
1998 and 1999............................................. F-5
Consolidated Statements of Cash Flows for the years ended
December 31, 1997, 1998 and 1999.......................... F-6
Notes to Consolidated Financial Statements.................. F-7
</TABLE>
F-1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of
WorldGate Communications, Inc.:
In our opinion, the consolidated financial statements listed in the index
appearing under item 8 on page F-1 of this Form 10-K present fairly, in all
material respects, the financial position of WorldGate Communications, Inc. and
its subsidiaries (the "Company") at December 31, 1998 and 1999, and the results
of its operations and its cash flows for the three years in the period ended
December 31, 1999, in conformity with accounting principles generally accepted
in the United States. These financial statements are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 18, 2000
F-2
<PAGE>
WORLDGATE COMMUNICATIONS, INC.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
1998 1999
-------- --------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ 128 $ 9,256
Restricted cash........................................... 240 --
Short-term investments.................................... -- 66,414
Accounts receivable less allowance for doubtful accounts
of $0 in 1998 and $150 in 1999.......................... 572 3,248
Inventory................................................. 2,737 5,600
Prepaid and other assets.................................. 172 1,738
-------- --------
Total current assets.................................. 3,849 86,256
-------- --------
Property and equipment...................................... 780 2,196
Less: accumulated depreciation and amortization........... (137) (402)
-------- --------
Property and equipment, net........................... 643 1,794
Prepaid expenses and deposits............................... 1,129 1,120
-------- --------
Total assets.......................................... $ 5,621 $ 89,170
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Current portion, notes payable............................ $ 516 $ 796
Current portion, capital leases........................... 4 5
Accounts payable.......................................... 5,166 2,810
Accrued expenses.......................................... 128 389
Accrued compensation and benefits......................... 1,282 1,844
Other..................................................... -- 30
-------- --------
Total current liabilities............................. 7,096 5,874
Notes payable............................................. 596 377
Capital leases............................................ 12 7
Other..................................................... -- 255
-------- --------
Total liabilities..................................... 7,704 6,513
-------- --------
Commitments and contingencies
Series A Convertible Mandatory Redeemable Preferred Stock,
$.01 par value, 2,752,111 shares authorized and
outstanding at December 31, 1998.......................... 16,578 --
Series B Convertible Mandatory Redeemable Preferred Stock,
$.01 par value, 3,270,760 shares authorized and 2,803,031
shares outstanding at December 31, 1998................... 23,569 --
Series C Convertible Mandatory Redeemable Preferred Stock,
$.01 par value, 3,181,819 shares authorized and 832,277
shares outstanding at December 31, 1998................... 9,129 --
Warrant for Series B Convertible Mandatory Redeemable
Preferred Stock......................................... 881 --
Stockholders' equity (deficit):
Class A common stock, $0.01 par value; 50,000,000 shares
authorized, zero and 21,488,456 shares outstanding...... -- 215
Class B common stock, $0.01 par value; 27,608,000 shares
authorized, 9,100,835 and zero shares outstanding....... 91 --
Additional paid-in capital.................................. -- 170,592
Warrant for Class A Common Stock............................ -- 1,911
Accumulated deficit......................................... (51,300) (89,085)
Unearned stock-based compensation........................... (1,031) (976)
-------- --------
Total stockholders' equity (deficit).................. (52,240) 82,657
-------- --------
Total liabilities and stockholders' equity
(deficit)............................................ $ 5,621 $ 89,170
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-3
<PAGE>
WORLDGATE COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------
1997 1998 1999
---------- ---------- -----------
<S> <C> <C> <C>
Revenues................................................ $ 141 $ 1,022 $ 5,594
---------- ---------- -----------
Costs and expenses:
Costs of revenues..................................... 1,530 9,919 15,593
Engineering and development........................... 6,981 9,684 12,440
Sales and marketing................................... 3,623 5,157 8,719
General and administrative............................ 2,432 3,587 6,270
Depreciation and amortization......................... 22 119 292
---------- ---------- -----------
Total costs and expenses.......................... 14,588 28,466 43,314
---------- ---------- -----------
Loss from operations.................................... (14,447) (27,444) (37,720)
Interest and other income, net.......................... 423 423 3,319
Interest expense........................................ (17) (101) (230)
---------- ---------- -----------
Loss before extraordinary item.................... (14,041) (27,122) (34,631)
Extraordinary item--extinguishment of debt.............. -- -- (1,019)
---------- ---------- -----------
Net loss.......................................... (14,041) (27,122) (35,650)
Accretion on preferred stock............................ (2,436) (6,145) (2,475)
---------- ---------- -----------
Net loss available to common stockholders............... $ (16,477) $ (33,267) $ (38,125)
========== ========== ===========
Net loss per common share
(Basic and Diluted)
Loss before extraordinary item...................... $ (1.81) $ (3.66) $ (2.07)
Extraordinary item.................................. -- -- (0.06)
---------- ---------- -----------
Net loss............................................ $ (1.81) $ (3.66) $ (2.13)
========== ========== ===========
Weighted average common shares outstanding
(Basic and Diluted)................................... 9,100,801 9,100,801 17,869,827
========== ========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-4
<PAGE>
WORLDGATE COMMUNICATIONS , INC.
CONSOLIDATED STATEMENTS OF STOCK HOLDERS' EQUITY (DEFICIT) AND REDEEMABLE
PREFERRED STOCK
(DOLLARS AND SHARES IN THOUSANDS)
<TABLE>
<CAPTION>
REDEEMABLE PREFERRED STOCK
----------------------------------------------------------------
WARRANT
FOR
SERIES A SERIES B SERIES C REEDEMABLE
---------------- ---------------- ---------------- PREFERRED
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT STOCK
------ -------- ------ -------- ------ -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31,
1996........................ 1,933 $ 8,571
Warrants issued for services
Provided.................... $ 881
Deferred compensation.........
Amortization of deferred
compensation................
Non-employee stock option
compensation expense........
Sale of Preferred Stock,
net......................... 819 3,600 2,783 $ 19,760
Accretion on Preferred
Stock....................... 2,144 291
Net loss for the year.........
------ -------- ------ -------- ------ -------- -----
BALANCE AT DECEMBER 31,
1997........................ 2,752 $ 14,315 2,783 $ 20,051 $ 881
Deferred Compensation.........
Amortization of deferred
compensation................
Sale of Preferred Stock,
net......................... 20 142 832 $ 8,623
Accretion on Preferred
Stock....................... 2,263 3,376 506
Net loss for the year.........
------ -------- ------ -------- ------ -------- -----
BALANCE AT DECEMBER 31,
1998........................ 2,752 $ 16,578 2,803 $ 23,569 832 $ 9,129 $ 881
Warrants issued related to
notes payable...............
Deferred compensation.........
Amortization of deferred
compensation................
Sale of Preferred Stock,
net......................... 697 7,591
Accretion on Preferred
Stock....................... 660 985 830
Sale of Common Stock in
Initial Public Offering,
net.........................
Sale of Common Stock in
Overallotment, net..........
Exercise of stock options.....
Exercise of warrants..........
Conversion of Preferred Stock
to
Common Stock................ (2,752) (17,238) (2,803) (24,554) (1,529) (17,550) (881)
Conversion of Class B Common
Stock to Common Stock.......
Net loss for the year.........
------ -------- ------ -------- ------ -------- -----
BALANCE AT DECEMBER 31,
1999........................
====== ======== ====== ======== ====== ======== =====
<CAPTION>
STOCKHOLDERS' EQUITY (DEFICIT)
---------------------------------------------------------------------------------------------
CLASS B WARRANT
COMMON FOR TOTAL
STOCK COMMON STOCK ADDITIONAL CLASS A UNEARNED STOCKHOLDERS'
-------------- -------------- PAID-IN COMMON ACCUMULATED STOCK-BASED EQUITY
SHARES AMOUNT SHARES AMOUNT CAPITAL STOCK DEFICIT COMPENSATION (DEFICIT)
------ ------ ------ ------ ---------- ------- ----------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31,
1996........................ 9,101 $ 91 $ 1,530 $ (3,072) $ (1,451)
Warrants issued for services
Provided....................
Deferred compensation......... 109 $ (109)
Amortization of deferred
compensation................ 7 7
Non-employee stock option
compensation expense........ 63 63
Sale of Preferred Stock,
net......................... (1,319) (1,319)
Accretion on Preferred
Stock....................... (383) (2,053) (2,436)
Net loss for the year......... (14,041) (14,041)
------ ---- ------ ---- -------- ------ -------- ------- --------
BALANCE AT DECEMBER 31,
1997........................ 9,101 $ 91 $(19,166) $ (102) $(19,177)
Deferred Compensation......... 1,133 (1,133)
Amortization of deferred
compensation................ 204 204
Sale of Preferred Stock,
net.........................
Accretion on Preferred
Stock....................... (1,133) (5,012) (6,145)
Net loss for the year......... (27,122) (27,122)
------ ---- ------ ---- -------- ------ -------- ------- --------
BALANCE AT DECEMBER 31,
1998........................ 9,101 $ 91 $(51,300) $(1,031) $(52,240)
Warrants issued related to
notes payable............... $1,030 1,030
Deferred compensation......... 340 (340)
Amortization of deferred
compensation................ 395 395
Sale of Preferred Stock,
net.........................
Accretion on Preferred
Stock....................... (340) (2,135) (2,475)
Sale of Common Stock in
Initial Public Offering,
net......................... 5,000 $ 50 96,559 96,609
Sale of Common Stock in
Overallotment, net.......... 750 8 14,640 14,648
Exercise of stock options..... 43 117 117
Exercise of warrants.......... 36
Conversion of Preferred Stock
to
Common Stock................ 6,558 66 59,276 881 60,223
Conversion of Class B Common
Stock to Common Stock....... (9,101) (91) 9,101 91
Net loss for the year......... (35,650) (35,650)
------ ---- ------ ---- -------- ------ -------- ------- --------
BALANCE AT DECEMBER 31,
1999........................ 21,488 $215 $170,592 $1,911 $(89,085) $ (976) $ 82,657
====== ==== ====== ==== ======== ====== ======== ======= ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-5
<PAGE>
WORLDGATE COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------
1997 1998 1999
-------- -------- --------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss.................................................. $(14,041) $(27,122) $(35,650)
Adjustments to reconcile net loss to cash used in
operating activities:
Depreciation and amortization........................... 22 119 292
Bad debt expense........................................ -- -- 150
Amortization of deferred compensation................... 7 204 395
Amortization of debt issue costs........................ -- -- 108
Non-employee stock option compensation expense.......... 63 -- --
Stock and warrants issued for services provided......... 881 -- --
Loss of sale of equipment............................... -- 15 --
Loss on the disposition of fixed assets................. -- -- 20
Extraordinary loss on early extinguishment of debt...... -- -- 1,019
Changes in operating assets and liabilities:
Accounts receivable................................... (107) (466) (2,826)
Inventories........................................... (620) (2,117) (2,863)
Prepaid and other assets.............................. (110) (1,181) (1,557)
Accounts payable...................................... 315 4,518 (2,356)
Accrued expenses...................................... 330 (331) 261
Accrued compensation and benefits..................... 644 638 562
Other liabilities..................................... -- -- 285
-------- -------- --------
Net cash used in operating activities............... (12,616) (25,723) (42,160)
-------- -------- --------
Cash flows from investing activities:
Capital expenditures...................................... (249) (533) (1,463)
(Purchase of) proceeds from short-term investments, net... (6,544) 12,438 (66,414)
Proceeds from sale of equipment........................... -- 4 --
Restricted cash........................................... -- (240) 240
-------- -------- --------
Net cash (used in) provided by investing activities....... (6,793) 11,669 (67,637)
-------- -------- --------
Cash flows from financing activities:
Proceeds from issuance of preferred stock............... 23,360 9,297 7,672
Proceeds from issuance of common stock.................. -- -- 120,750
Proceeds from issuance of stock options................. -- -- 117
Stock issuance costs.................................... (1,319) (532) (9,574)
Proceeds from issuance of notes payable................. 621 938 6,784
Debt issue costs........................................ -- -- (530)
Repayments of capital leases and notes payable.......... (66) (401) (6,294)
-------- -------- --------
Net cash provided by financing activities........... 22,596 9,302 118,925
-------- -------- --------
Net increase (decrease) in cash and cash
equivalents......................................... 3,187 (4,752) 9,128
Cash and cash equivalents, beginning of period.............. 1,693 4,880 128
-------- -------- --------
Cash and cash equivalents, end of period.................... $ 4,880 $ 128 $ 9,256
======== ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-6
<PAGE>
WORLDGATE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION
WorldGate Communications, Inc. (the "Company") provides a new television
based Internet service that delivers Internet access and interactivity through
cable television systems. All significant intercompany accounts or balances have
been eliminated in consolidation.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities, at the date the
financial statements and the reported amount of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with original maturities
of three months or less to be cash equivalents. The Company maintains cash
balances at financial institutions, which at times exceed the $100,000 FDIC
limit.
RESTRICTED CASH
The Company pledged $240,000 as collateral for its corporate credit card
obligations. The amount was classified as restricted cash on the balance sheet
at December 31, 1998 and was not required at December 31, 1999.
SHORT-TERM INVESTMENTS
Short-term investments consist of debt securities with original maturities
greater than three months and less than one year. All such debt securities are
classified as held-to-maturity. Management determines appropriate classification
of debt securities at the time of purchase. Debt securities are classified as
held-to-maturity when the Company has the positive intent and ability to hold
the securities to maturity. Held-to-maturity securities are stated at cost,
adjusted for amortization of premiums and discounts until maturity.
INVENTORIES
Inventories are stated at the lower of cost or market on an average cost
basis.
PROPERTY AND EQUIPMENT
Property and equipment is carried at original cost. Depreciation is recorded
on the straight-line method over the estimated useful lives of the related
assets. The Company depreciates furniture and fixtures over seven years; office
equipment over five years; and computer equipment and trade show exhibits over
three years. Leasehold improvements are capitalized and amortized on the
straight-line basis over the shorter of their useful life or the term of the
lease. Maintenance and repairs are expensed as incurred. When the property or
equipment is retired or otherwise disposed of, related costs and accumulated
depreciation are removed from the accounts and any resulting gain or loss is
included in operations.
F-7
<PAGE>
WORLDGATE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
LONG-LIVED ASSETS
The Company periodically evaluates the carrying value of long-lived assets
when events and circumstances warrant such review. The carrying value of a
long-lived asset is considered impaired when the anticipated undiscounted cash
flows from such assets are separately identifiable and are less than the
carrying value. In that event, a loss is recognized based on the amount by which
the carrying value exceeds the fair market value of the long-lived asset. Fair
market value is determined by using the anticipated cash flows discounted at a
rate commensurate with the risk involved. Measurement of the impairment, if any,
will be based upon the difference between carrying value and the fair value of
the asset. There have been no asset impairments for the years ended
December 31, 1997, 1998, and 1999.
REVENUE RECOGNITION
The Company derives its revenue principally from the sale of headend units
and other equipment to cable operators. Revenue is recognized by the Company
when products are shipped to and accepted by the customer.
The Company also derives revenue from charges to cable operators for their
subscribers' monthly access to the WORLDGATE Service. These revenues are
recognized as services are rendered.
COST OF REVENUES
Cost of revenues include costs related to the production of hardware,
installation and training as well as costs incurred for the assembly,
installation and testing of trial systems.
ENGINEERING AND DEVELOPMENT COSTS
Engineering and development costs are expensed as incurred.
ADVERTISING COSTS
Advertising costs, included in sales and marketing expense, are expensed in
the period incurred. Advertising expenses were $274,000 and $393,000 and
$972,000 for the years ended December 31, 1997, 1998 and 1999, respectively.
INCOME TAXES
Provision for income taxes is determined based on the asset and liability
method. The asset and liability method provides that deferred tax balances are
recorded based on the difference between the tax bases of assets and liabilities
and their carrying amounts for financial reporting purposes. Deferred tax
liabilities or assets at the end of each period are determined using the tax
rate enacted under the current tax law. The measurement of net deferred tax
assets is reduced by the amount of any tax benefits that, based on available
evidence, are not expected to be realized, and a corresponding valuation
allowance is established.
F-8
<PAGE>
WORLDGATE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
CONCENTRATION OF CREDIT RISK
Financial instruments which potentially subject the Company to a
concentration of credit risk principally consist of cash and cash equivalents,
short-term investments, and accounts receivable. The Company has its cash and
cash equivalents placed with high quality, creditworthy financial institutions.
As part of its cash management process, the Company performs periodic evaluation
of the relative credit standing of these institutions. Credit risk on the
Company's short-term investments is managed through diversification and by
investing in mortgage-backed securities issued by U.S. governmental agencies and
high-quality rated corporate issuers.
Accounts receivables consist of receivables from cable operators. The
Company performs ongoing credit evaluations of its customers' financial
condition and generally requires no collateral. The Company has established
reserves for potential credit losses and such losses have not exceeded
management expectations.
Accounts receivable from major customers in excess of 10% of total accounts
receivable were as follows:
<TABLE>
<CAPTION>
CUSTOMER 1998 1999
- -------- -------- --------
<S> <C> <C>
A........................................................... 31% 22%
B........................................................... 17% --
C........................................................... 12% --
D........................................................... 10% --
E........................................................... 10% --
F........................................................... 10% --
G........................................................... -- 21%
-- --
90% 43%
== ==
</TABLE>
Sales to major customers, in excess of 10% of total revenues, were as
follows for each of the years ended December 31:
<TABLE>
<CAPTION>
CUSTOMER 1997 1998 1999
- -------- -------- -------- --------
<S> <C> <C> <C>
A...................................................... 32% 44% 26%
B...................................................... -- 10% --
C...................................................... 34% -- --
D...................................................... 34% -- --
G...................................................... -- -- 13%
H...................................................... -- -- 17%
--- -- --
100% 54% 56%
=== == ==
</TABLE>
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's financial instruments consist primarily of cash and cash
equivalents, short-term investments, accounts receivable, accounts payable, debt
and capital lease obligations. The book value of cash and cash equivalents,
accounts receivable, and accounts payable is considered to be
F-9
<PAGE>
WORLDGATE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
representative of their fair value because of their short maturities. The
carrying value of short-term investments, debt and capital lease obligations
approximates their fair value.
VULNERABILITY DUE TO CERTAIN CONCENTRATIONS
The Company's growth and future success is substantially dependent upon its
ability to convince cable operators to offer and continue to offer the WORLDGATE
Service to their subscribers.
The Company is highly reliant on two suppliers of cable boxes. At present
the agreements with these manufacturers do not require them to install the
WorldGate technology in their current or next generation cable boxes or prohibit
them from establishing relationships with the Company's competitors. However,
according to a joint marketing agreement with one of the suppliers, we are the
exclusive software provider for Internet access in one type of cable box. The
Company is working with both manufacturers to develop an integrated product. Two
manufacturers have agreed to cooperate with the Company to certify and market
such products.
STOCK-BASED COMPENSATION
Stock-based compensation is recognized using the intrinsic value method
prescribed in Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees", and related interpretations. Accordingly, compensation
expense for stock options is measured as the excess, if any, of the fair value
of the Company's stock at the date of grant over the amount an individual must
pay to acquire the stock and amortized over the vesting period. All
transactions, with other than employees, in which goods and services are the
consideration received for the issuance of equity instruments, such as stock
options, are expensed based on the fair value of the consideration received or
the fair value of the equity instruments issued, whichever is more reliably
measured. The Company has adopted the disclosure only provisions of Statement of
Accounting Standards No. 123, "Accounting for Stock-Based Compensation"
(SFAS 123) (see Note 7).
NET LOSS PER SHARE (BASIC AND DILUTED)
Basic and diluted net loss per common share is computed by dividing the net
loss available to common stockholders for the period by the weighted average
number of shares of common stock outstanding during the period. The calculation
of diluted net loss per common share excludes potential common shares if the
effect is antidilutive. Potential common shares are composed of shares of common
stock issuable upon the exercise of stock options and warrants and upon
conversion of Series A, Series B, and Series C Preferred Stock. At December 31,
1997, 1998 and 1999 all outstanding preferred stock, stock options and warrants
were excluded from the computation of diluted net loss per share because their
inclusion would have had an antidilutive effect.
NEW ACCOUNTING PRONOUNCEMENT
In December 1999, the Securities and Exchange Commission (SEC) released
Staff Accounting Bulletin (SAB) No. 101, Revenue Recognition, which must be
adopted during 2000. SAB 101 provides additional guidance on revenue recognition
as well as criteria, for when revenue is generally realized and earned. The
Company is currently assessing the impact, if any, the SAB will have on the
Company's financial position, results of operations, and cash flows.
F-10
<PAGE>
WORLDGATE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RECLASSIFICATIONS
Certain prior year amounts have been reclassified to conform with the 1999
presentation.
3. INVENTORIES
Inventories as of December 31, 1998 and 1999 are summarized as follows:
<TABLE>
<CAPTION>
1998 1999
-------- --------
(DOLLARS IN
THOUSANDS)
<S> <C> <C>
Raw material................................................ $ 992 $3,046
Work-in-progress............................................ 17 340
Finished goods.............................................. 1,728 2,214
------ ------
$2,737 $5,600
====== ======
</TABLE>
4. PROPERTY AND EQUIPMENT
Property and equipment consist of the following at December 31, 1998 and
1999:
<TABLE>
<CAPTION>
1998 1999
-------- --------
(DOLLARS IN
THOUSANDS)
<S> <C> <C>
Computer equipment.......................................... $ 184 $ 400
Office equipment............................................ 204 275
Furniture and fixtures...................................... 323 593
Trade show exhibits......................................... -- 528
Leasehold improvements...................................... 47 378
Capital leases:
Equipment................................................... 22 22
----- ------
780 2,196
Less accumulated depreciation and amortization:
Property and equipment...................................... (129) (390)
Capital leases.............................................. (8) (12)
----- ------
Property and equipment, net................................. $ 643 $1,794
===== ======
</TABLE>
5. FINANCING AGREEMENT
During 1997, the Company entered into a $1.0 million equipment facility.
During 1998, the amount of the equipment facility was increased to
$2.0 million, of which $419,000 remained available at December 31, 1998 and
1999.
In March 1999, the Company received proceeds of $0.9 million and
$4.6 million through the issuance of $1.0 million and $5.0 million of notes
payable with a stated interest rate of 12.48% due September 1999 and
December 1999, respectively. These notes became immediately due, and were paid,
upon the completion of the Company's IPO. As a result of the repayment of the
loans, the Company recognized a loss on the early extinguishment of debt of
$1.0 million in April 1999.
F-11
<PAGE>
WORLDGATE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. FINANCING AGREEMENT (CONTINUED)
In April 1999, the Company financed certain of its insurance coverage
through the issuance of a $0.8 million note payable with a stated interest rate
of 8.20% due October 2001.
At December 31, 1999, the installments of the notes payable maturing in each
of the following years were: 2000--$796,000 and 2001--$377,000. The weighted
average interest rates on the outstanding notes payable borrowings for the years
ended December 31, 1998 and 1999 were 8.89% and 12.24%.
Certain of the notes payable are collateralized by certain equipment,
furniture and fixtures.
6. INCOME TAXES
The significant components of deferred tax assets at December 31, 1998 and
1999 are as follows:
<TABLE>
<CAPTION>
1998 1999
-------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Federal tax loss carryforward............................ $12,738 $23,849
State tax loss carryforward.............................. 999 999
Property and equipment................................... 1,108 1,031
Research and experimentation credit...................... 173 225
Section 263(A) adjustment................................ 34 50
Officers' compensation................................... 27 54
Compensation on non-qualified stock options.............. 100 558
------- -------
15,179 26,766
Less: valuation allowance................................ (15,179) (26,766)
------- -------
-- --
======= =======
</TABLE>
A valuation allowance was established against the Company's net deferred tax
asset due to the Company's lack of earnings history and, accordingly, the
uncertainty as to the reliability of the asset.
At December 31, 1999, the Company had a net operating loss carryforward of
approximately $71,144,000 for federal tax purposes, expiring between 2011 and
2018 if not utilized. The net operating loss carryforward for state tax purposes
is approximately $10,000,000, which will expire in 2010. These carryforwards may
be applied as a reduction to future taxable income of the Company, if any. The
state net operating loss carryforwards are limited by state tax law to a maximum
utilization of $1,000,000 per year. The Company also has research and
experimentation credit carryforwards of approximately $225,000, expiring between
2011 and 2018 and $52,000 expiring in 2019. The Company's ability to utilize its
net operating loss carryforwards and credit carryforwards may be subject to
annual limitations as a result of prior or future changes in ownership and state
tax law.
7. STOCKHOLDERS' EQUITY (DEFICIT)
COMMON STOCK
On April 27, 1998, the Board of Directors authorized an amendment to the
Company's Certificate of Incorporation creating Class A and Class B Common
Stock, each having 27,608,000 shares
F-12
<PAGE>
WORLDGATE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
7. STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)
authorized. On July 13, 1998, the Board of Directors further amended the
Certificate of Incorporation to increase the number of authorized shares of
Class A Common Stock to 50,000,000 shares.
In February 1999, the board of directors approved a 2-for-3 reverse stock
split effective simultaneously with the IPO. All common stock share data have
been retroactively adjusted to reflect this change.
In April 1999, the Company completed its IPO of 5,000,000 shares of its
common stock at $21.00 per share. The proceeds to the Company, net of
underwriting discounts, commissions, and offering expenses were approximately
$96.5 million. Concurrent with the closing of the IPO, all outstanding shares of
Series C Convertible Preferred Stock and Series B Convertible Preferred Stock
automatically converted into an equal number of shares of Class B Common Stock,
and all outstanding shares of Series A Convertible Preferred Stock automatically
converted into two shares of Class B Common Stock. All of the outstanding shares
of Class B Common Stock then converted into Class A Common Stock. In May 1999
the Company closed on the exercise by the underwriters of their over-allotment
option to purchase 750,000 additional shares of common stock at $21.00 per
share. The proceeds to the Company, net of underwriting discounts, were
approximately $14.6 million.
CONVERTIBLE MANDATORY REDEEMABLE PREFERRED STOCK
In 1997, the Company sold 819,111 shares of Series A Preferred Stock for
$4.395 per share for $3.4 million, net of $0.2 million of offering expenses.
Upon completion of the IPO these shares were converted into shares of common
stock.
In December 1997, the Company sold 2,783,031 shares of Series B Preferred
Stock at $7.10 per share for $18.6 million, net of $1.1 million of offering
expenses. Upon completion of the IPO these shares were converted into shares of
common stock.
In September through December 1998, the Company sold 832,277 shares of
Series C Preferred Stock for $11.00 per share for $8.6 million, net of
$0.5 million of offering expenses. Upon completion of the IPO these shares were
converted into shares of common stock.
In January and February 1999, the Company sold 697,437 shares of Series C
Preferred Stock at a purchase price of $11.00 per share for $7.7 million. Upon
completion of the IPO these shares were converted into shares of common stock.
F-13
<PAGE>
WORLDGATE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
7. STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)
WARRANTS
In November 1997, the Company issued a warrant to purchase 394,880 shares of
Series B Preferred Stock at $7.10 per share which expires in June 2002 to a
strategic investor under the terms of a master affiliation agreement. As a
result of the issuance of the warrant, the Company recorded approximately
$0.9 million as marketing expense which was the estimated fair market value of
the warrant at that time. Upon completion of the IPO the warrant was converted
to a warrant to purchase common stock.
In connection with the Series B Preferred Stock private placement in
December 1997, the underwriter received warrants to purchase 60,474 and 12,375
shares of Series B Preferred Stock at $7.10 per share which expire in November
and December 2002, respectively. Upon the completion of the IPO the warrants
were converted to warrants to purchase shares of common stock. These warrants
were exercised in December 1999 for 35,674 shares of common stock.
In connection with the issuance of notes payable in March 1999 (see
note 5), the holders of the notes received warrants to purchase up to 331,490
shares of common stock at an exercise price of $16.50 per share. The fair value
of the warrants have been accounted for as an additional discount on the notes
payable. As a result of the issuance of the warrants, the Company recorded
approximately $1.0 million as an additional discount of the notes payable which
was the estimated fair market value of the warrant at that time.
STOCK OPTION PLAN
In December 1996, the Company adopted the 1996 Stock Option Plan ("1996
Plan"). This plan provides for the granting of stock options to officers,
directors, employees and consultants. Grants under this plan may consist of
options intended to qualify as incentive stock options ("ISOs"), or nonqualified
stock options that are not intended to so qualify ("NQSOs"). The option price of
any ISO will not be less than the fair market value on the date the option is
granted (110% of fair value in certain instances). The option price of NQSOs may
be greater than, equal to, or less than the fair market value on the date the
option is granted. The 1996 Plan authorizes a maximum of 933,333 shares of
common stock.
In December 1999, the Company issued options to purchase up to 100,000
shares of the Company's common stock to a consulting firm for assistance in
marketing the WORLDGATE Service to third parties. The options may be exercised
from time to time, in full or in part, by the optionee to the extent the option
is vested and remains exercisable (subject to the provisions of the agreement)
until it has been exercised in full or the fifth anniversary of the agreement's
effective date (December 2004), whichever comes first. The option vests upon the
satisfaction of performance criteria as defined in the agreement in three stages
at 10%, 35% and 55%. The option is exercisable at the closing market price per
share the last business day immediately before the options become vested. At
December 31, 1999 none of the options were vested, and accordingly no marketing
expense was recorded. If all of the performance criteria had been met on
December 31, 1999, the Company would have recorded marketing expense of
$3.1 million which represents the estimated fair market value of the options on
that date.
On May 17, 1999, the Board increased, subject to stockholder approval, the
total number of shares of common stock available under the 1996 Plan to
1,600,000 shares.
F-14
<PAGE>
WORLDGATE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
7. STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)
The Plan is administered by a committee of the Board of Directors. The
committee determines the term of each option, provided, however, that the
exercise period may not exceed ten years from the date of grant, and for ISOs,
in certain instances, may not exceed five years. The options granted under this
plan vest ratably over a four-year period from the date of grant.
Compensation expense of approximately $109,000, $1,133,000, and $340,000 is
being recognized over the four-year vesting period for certain options which
were granted to employees in 1997, 1998, and 1999, respectively, at below the
estimated fair market value at the time of grant, to acquire 87,667, 213,343,
and 39,058 shares of common stock, respectively. Compensation expense of
approximately $7,000, $204,000, and $395,000 was recognized in 1997, 1998, and
1999, respectively, related to these grants. Also, compensation expense of
approximately $63,000 was recognized in 1997 for stock options granted to
non-employees in connection with consulting services provided.
If compensation expense had been determined based on the fair value of the
options at the grant dates for those options for which no compensation expense
has been recognized, consistent with the method of SFAS 123, the Company's net
loss and loss per share would have been:
<TABLE>
<CAPTION>
1997 1998 1999
-------- -------- --------
(DOLLARS IN THOUSANDS,
EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
Net loss available to common stockholders:........ As reported $(16,477) $(33,267) $(38,125)
Pro forma $(16,494) $(33,343) $(39,165)
Net loss per common share:
basic and diluted............................... As reported (1.81) (3.66) (2.13)
Pro forma (1.81) (3.66) (2.19)
</TABLE>
Such pro forma disclosures may not be representative of future compensation
expense because options vest over several years and additional grants are made
each year.
The fair value of each option grant is estimated on the date of grant using
the Black-Scholes minimum value option valuation model. The following
weighted-average assumptions were used for grants in 1997, 1998 and 1999,
respectively: expected volatility of 0%, 0% and 80%; average risk-free interest
rates of 6.2%, 5.4%, and 5.3%; dividend yield of 0%; and expected lives of 5,
5.91, and 6 years. The weighted-average fair value of the options granted during
the year was $0.615, $6.54, and $14.42 per option at December 31, 1997, 1998,
and 1999, respectively.
F-15
<PAGE>
WORLDGATE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
7. STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)
STOCK OPTION PLAN, CONTINUED
A summary of the Company's stock plan is presented below:
<TABLE>
<CAPTION>
STOCK WEIGHTED-AVERAGE
OPTIONS EXERCISE PRICE
--------- ----------------
<S> <C> <C>
Outstanding, January 1, 1997................................ -- --
Granted..................................................... 381,648 $ 2.26
Exercised................................................... -- --
Cancelled/forfeited......................................... (11,664) 2.39
---------
Outstanding, December 31, 1997.............................. 369,984 $ 2.26
Granted..................................................... 201,248 $ 4.50
Exercised................................................... -- --
Cancelled/forfeited......................................... (15,029) 3.50
---------
Outstanding, December 31, 1998.............................. 556,203 $ 3.04
Granted..................................................... 707,555 $19.85
Exercised................................................... (43,405) 2.76
Cancelled/forfeited......................................... (48,768) 3.49
---------
Outstanding, December 31, 1999.............................. 1,171,585 $13.18
=========
</TABLE>
The following table summarizes information about stock options outstanding
at December 31, 1999:
<TABLE>
<CAPTION>
STOCK OPTIONS OUTSTANDING
---------------------------------------------------- STOCK OPTIONS EXERCISABLE
WEIGHTED-AVERAGE ----------------------------
RANGE OF REMAINING CONTRACTUAL WEIGHTED-AVERAGE WEIGHTED-AVERAGE
EXERCISE PRICES SHARES LIFE (YEARS) EXERCISE PRICE SHARES EXERCISE PRICE
- --------------------- --------- --------------------- ---------------- --------- ----------------
<S> <C> <C> <C> <C> <C>
$0.75-$2.25 256,940 7.4 $ 1.90 128,470 1.90
$4.50-$14.00 249,876 8.3 $ 4.60 62,004 4.50
$16.50-$22.88 645,463 9.6 $20.29 -- --
$27.00-$41.00 19,306 9.5 $36.54 -- --
--------- ---- ------ ------- ----
1,171,585 8.9 $13.18 190,474 2.75
========= ==== ====== ======= ====
</TABLE>
EMPLOYEE STOCK PURCHASE PLAN
In November 1997, the Company approved and adopted an Employee Stock
Purchase Plan (the "ESPP") to provide employees, directors, officers,
consultants or advisors of the Company the ability to purchase Series B
Preferred Stock at $7.10 per share. During 1998, 20,000 shares of Series B
Preferred Stock were sold for $142,000. The ESPP has been discontinued.
8. COMMITMENTS AND CONTINGENCIES
SIGNIFICANT AGREEMENTS
The Company has entered into various agreements in which the Company has
obtained the right to use and distribute licensed software and certain
proprietary technology as incorporated into the
F-16
<PAGE>
WORLDGATE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
8. COMMITMENTS AND CONTINGENCIES (CONTINUED)
WorldGate system until September 2002 for a total of minimum subscription fees
of $550,000. For the years ended December 31, 1997, 1998, and 1999,
approximately $110,000, $208,000, and $200,000 has been expensed, respectively.
In addition, in one of the agreements, the Company will be required to pay a
maintenance service fee of $0.02 per subscriber over two million subscribers.
LEGAL
The Company is a party to various pending legal actions. The Company does
not expect that the ultimate resolution of pending legal matters in future
periods will have a material effect on its financial position or cash flows, but
it could have a material effect on results of operations.
LEASES
The Company has entered into operating leases for its office facilities and
certain equipment.
The future minimum rental commitments under noncancelable capital leases and
operating leases for each fiscal year ended December 31 are as follows:
<TABLE>
<CAPTION>
FISCAL YEAR CAPITAL LEASES OPERATING LEASES
- ----------- -------------- ----------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
2000............................................ $ 6 $1,046
2001............................................ 6 921
2002............................................ 2 891
2003............................................ -- 909
2004............................................ -- 927
Thereafter...................................... -- 4,372
---- ------
$ 14 $9,066
======
Less amounts representing interest.............. (2)
----
Present value of net minimum lease payments
(including $5 currently payable).............. $ 12
====
</TABLE>
Total rent expense for operating leases for the years ended December 31,
1997, 1998, and 1999 amounted to approximately $299,000 and $555,000, and
$1,041,000 respectively.
9. RELATED PARTY TRANSACTIONS
In 1997, the Company entered into an affiliation agreement with a cable
operator who is an investor. Revenues recognized from this investor were
approximately $46,000, $451,000, and $1,479,000 for the years ended
December 31, 1997, 1998 and 1999, respectively. Accounts receivable amounted to
approximately $176,000, and $738,000 at December 31, 1998 and 1999,
respectively.
In 1997, 1998, and 1999 the Company entered into agreements with investors
to provide engineering and development support. As a result of these agreements,
the Company has expensed approximately $1,033,000, $4,028,000 and $5,823,000 for
the years ended December 31, 1997, 1998, and 1999, respectively. An additional
$1,100,000 of work remains to be funded and performed under these contracts.
Accounts payable amounted to approximately $41,000 and $126,000 at December 31,
1998
F-17
<PAGE>
WORLDGATE COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
9. RELATED PARTY TRANSACTIONS (CONTINUED)
and 1999, respectively. These stockholders are suppliers of technology and
components for the Company's products and services. The agreements the Company
has with these stockholders provide for licensing of technology, as well as
contracted services, including hardware and software development, product
testing and certification, and the creation and development of tools and systems
to facilitate the Company's engineering efforts. These agreements do not provide
for ongoing royalties, purchase provisions, nor for any requirement to provide
additional funding to the Company. Revenues are also recognized from
stockholders who provide engineering and development support. For the years
ended December 31, 1997, 1998, and 1999 such revenues amounted to approximately
$0, $44,000, and $272,000, respectively, from the sale of head-end units and
other equipment for use in certain facilities.
In 1998, the Company entered into a leasing arrangement for a building with
an entity formed by non-employee investors. Included in Deposits and other is
$1 million related to this lease.
10. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------
1997 1998 1999
-------- -------- --------
<S> <C> <C> <C>
Cash paid for interest............................. $ 16 $ 96 $ 121
====== ====== =======
NONCASH INVESTING AND FINANCING ACTIVITIES:
Accretion on preferred stock....................... $2,435 $6,145 $ 2,475
Issuance of warrant for services provided.......... 881 -- --
Issuance of warrant related to notes payable....... -- -- 1,031
Conversion of preferred stock to common stock...... -- -- 59,342
Conversion of warrants to purchase preferred stock
for warrants to purchase common stock............ -- -- 881
Acquisition of property under capital lease........ 22 -- --
</TABLE>
F-18
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
As of December 31, 1999 the executive officers and directors were as
follows:
<TABLE>
<CAPTION>
NAME AGE POSITION(S)
- ---- -------- ------------------------------------------------
<S> <C> <C>
Hal M. Krisbergh(1)................... 52 Chairman and Chief Executive Officer
Joseph E. Augenbraun.................. 35 Vice President, Engineering
Scott B. Campbell..................... 53 Vice President, Business Development
Randall J. Gort....................... 50 Vice President, General Counsel and Secretary
Gerard K. Kunkel...................... 41 Senior Vice President, Sales and Marketing
Jae Hea Edward Lee.................... 36 Vice President, Operations
Peter C. Mondics...................... 46 Vice President, Affiliate Sales and Marketing
Kenneth P. Nimmer..................... 60 Vice President, Consumer Marketing
Christine K. Van Horne................ 49 Treasurer
David E. Wachob....................... 45 Director, Vice President and General Manager
Thomas G. Baxter...................... 53 Director
Alan Gerry(1)......................... 71 Director
Marcia J. Hooper(1)(2)................ 45 Director
Ronald A. Walter(2)................... 57 Director
</TABLE>
- ------------------------
(1) Member of Compensation Committee
(2) Member of Audit Committee
HAL M. KRISBERGH has been with WorldGate since its inception in March 1995.
From September 1981 to September 1994, Mr. Krisbergh was an executive officer of
General Instrument (Now Motorola). Mr. Krisbergh served as President of General
Instrument's Communications Division and, for the past 15 years, has been a well
known figure in the cable industry. He is a recognized leader in the development
of addressable cable boxes, impulse pay-per-view, opto-electronics and digital
audio technologies. In 1991, Mr. Krisbergh received cable television's
prestigious Vanguard award. Prior to joining General Instrument, Mr. Krisbergh
was employed by W. R. Grace & Co., Deloitte & Touche and Raytheon Company.
JOSEPH E. AUGENBRAUN joined WorldGate in August 1995. Mr. Augenbraun is
responsible for the management of the hardware and software teams developing the
WorldGate platform. From August 1992 to August 1995, Mr. Augenbraun was a
researcher for Hitachi's HDTV Advanced Television and Systems Laboratory. From
November 1987 to August 1992, Mr. Augenbraun was on the engineering staff at
Commodore-Amiga Inc. where he served in various capacities including Project
Manager on the Amiga 1500 Computer System and lead designer in ASIC development.
SCOTT B. CAMPBELL joined WorldGate in February 1997. Mr. Campbell was
President of Genesis International Group, a consulting firm to the cable
industry, from November 1993 to February 1997. Before that he was at Home
Shopping Network, where he served in various management and sales positions,
including: from March 1992 to February 1993 as Executive Vice
President/Diversified Marketing and Media Services, from July 1989 to
March 1992 as Senior Vice President/Affiliate Relations, and from July 1986 to
July 1989 as Senior Vice President/Marketing and Sales.
RANDALL J. GORT joined WorldGate in August 1997. From July 1995 to
August 1997, Mr. Gort was General Counsel, Secretary, and Director of Legal and
Corporate Affairs for Integrated Circuit Systems, Inc. Mr. Gort was in private
practice from August 1994 through June 1995. Prior to that time,
25
<PAGE>
he was an Associate General Counsel for Commodore International Ltd. from
May 1987 through July 1994. Mr. Gort was with Schlumberger Ltd. from
October 1982 through early 1987, originally as Senior Attorney and then as
General Counsel, FACTRON Division. From April 1979 through October 1982,
Mr. Gort was Counsel for various divisions of the 3M Company, including Medical
and Surgical Products Divisions, Orthopedic Products Division,
Electro-Mechanical Resources Division and 3M's four tape divisions.
GERARD K. KUNKEL joined WorldGate in February 1997. Mr. Kunkel is
responsible for domestic sales and marketing as well as the development and
deployment of WorldGate's CHANNEL HYPERLINKING business and technology. From
May 1995 to February 1997, Mr. Kunkel was President of Broadband Applications
Development Company. From March 1993 to April 1995, he served as Vice President,
Product Development of StarNet, Inc. From June 1991 to March 1993, Mr. Kunkel
was President of The Kunkel Group. From May 1984 to June 1991, Mr. Kunkel was
Director of Design and Electronic Publishing for PC MAGAZINE. For the period
1977 through 1984, Mr. Kunkel was an award winning art director for various New
York City based magazines.
JAE HEA EDWARD LEE has been with WorldGate since its inception in
March 1995. Mr. Lee is responsible for all manufacturing, quality assurance,
field operations and information technology. From October 1991 through
January 1995, Mr. Lee was General Manager and then President of RGB
Industries, Inc., a manufacturing and import/export business. From
September 1987 to October 1991, Mr. Lee was a Design Engineer for General
Instrument's Jerrold Division, where his responsibilities included the
development of application specific integrated circuits and management of the
division's engineering local area network.
PETER C. MONDICS has been with WorldGate since March 1996. From
January 1994 through February 1996, Mr. Mondics was a principal with New
Ventures Business Planning, a corporation formed to conceptualize, model, create
and distribute new business models for clients seeking entry into the cable
operator, phone and wireless distributed service businesses. From February 1991
to December 1993, Mr. Mondics was President of NuStar, Inc. and Executive
Vice-President of StarNet, NuStar's parent entity. From February 1987 to
January 1991, Mr. Mondics was Vice-President of NuStar's Network Sales.
Mr. Mondics was Eastern Regional Vice-President of Financial News Network from
June 1984 to January 1987 and Marketing Manager for Home Box Office from
May 1981 to May 1984.
KENNETH P. NIMMER has served WorldGate as a consultant since its inception
in March 1995, and became an employee of WorldGate in March 1999. Mr. Nimmer is
responsible for Consumer Marketing and Customer Support. From January 1985 to
March 1997, Mr. Nimmer was an executive at General Instrument where he
co-developed programming enterprises such as Cable Video Store, Cable Catalog
Store, Cine Canal and Movie Choice. Prior to General Instrument, from
February 1983 to January 1985, Mr. Nimmer was a co-founder and Senior Vice
President and General Manager of the Nostalgia Network, now known as Good Life
Television. Prior to joining the Nostalgia Network, Mr. Nimmer worked in higher
education for 12 years.
CHRISTINE K. VAN HORNE has been with WorldGate since June 1999. From
May 1992 to August 1998, Ms. Van Horne was Assistant Treasurer of Comcast
Corporation, where she was responsible for managing the capital structure of
Comcast's operating subsidiaries. From March 1987 to April 1992, Ms. Van Horne
was Corporate Finance Manager at Comcast. Prior to joining Comcast, Ms. Van
Horne held financial positions with Meritor Financial Group (now Mellon
Bank, N.A.) and UGI Corporation.
DAVID E. WACHOB has been with WorldGate since its inception in March 1995.
Between 1991 and 1995, Mr. Wachob was President of Network Resources
Incorporated, an independent consulting company for the cable, cellular,
telecommunications and consumer electronics industries. From June 1988 to
September 1991, Mr. Wachob was Director of Advanced Technologies for General
Instrument where he managed strategic planning, market research, technical
assessment and business
26
<PAGE>
development of advanced technologies for the cable television industry.
Mr. Wachob's other positions with General Instrument included, from July 1986 to
June 1988, Manager of Product Support Engineering, and from November 1984 to
July 1986, Radio Frequency Systems Engineer.
THOMAS G. BAXTER has been a member of WorldGate's board of directors since
July 1998. Mr. Baxter is presently President and Chief Executive Officer of
Audible, Inc., having prior to that been an operating partner in the investment
banking firm of Evercore Partners since June 1998. Mr. Baxter is also a director
of C-SPAN and Dycom Industries, Inc. Prior to Evercore Partners Mr. Baxter
served as President of Comcast's cable subsidiary, Comcast Cable
Communications, Inc., the nation's fifth largest cable television operation at
that time, from January 1990 to January 1998. Mr. Baxter was also responsible
for the operations of Comcast's telephone and cable systems in the United
Kingdom. Prior to joining Comcast Mr. Baxter held executive positions with
Cablevision Systems Corporation and Time Warner Entertainment Company, Inc.
ALAN GERRY has been a member of WorldGate's board of directors since
April 1997. Mr. Gerry founded Granite Associates, L.P., a private investment
company, and presently serves as its Chairman and Chief Executive Officer.
Mr. Gerry was the founder, and for at least the last 3 years prior to 1996, he
was the Chairman and Chief Executive Officer of Cablevision Industries
Corporation, the eighth largest multiple system operator in the United States,
with over 1.3 million subscribers at the time of its merger with Time
Warner Inc. in 1996. Mr. Gerry has been the recipient of numerous awards and
citations including the cable television industry's prestigious Vanguard Award
for Distinguished Leadership, which he received in 1995. Mr. Gerry is a veteran
of the U.S. Marine Corps.
MARCIA J. HOOPER has been a member of WorldGate's board of directors since
April 1997. Ms. Hooper has been a partner with the Information Technology Group
of Advent International Corporation since May 1996. Ms. Hooper is also a
director of Interleaf, Inc., Signal Internet Technologies, Inc., LionBridge
Technology, Inc., PolyMedica Industries, Inc. and Wang Laboratories, Inc. In
July 1994 Ms. Hooper co-founded Viking Capital Group, Inc., a venture firm
focused on early stage investments. From May 1979 to July 1994, Ms. Hooper was
employed as a general partner with Paine Webber/Ampersand Ventures.
RONALD A. WALTER has been a member of WorldGate's board of directors since
April 1998. Mr. Walter is Executive Vice President of CitiGroup
Investments, Inc., and has been a senior officer of Citicorp and Citibank, N.A.
since May 1979. He serves as Director of Investments for Citicorp's proprietary
long-term equity investment program and manages the investment program for the
assets supporting Citigroup's employee benefit programs. His previous experience
with Citicorp includes serving as Secretary of Citicorp's Finance Committee,
Head of Strategic Analysis and Chief Financial Officer for the company's
equipment finance and leasing business. Mr. Walter was a member of the Urban
Planning faculty at MIT and was part of the management team responsible for
ending the financial crisis in the City of New York.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our directors
and executive officers and persons who beneficially own more than 10% of our
common stock (collectively, the "reporting persons") to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and to furnish us with copies of these reports. Based solely on our review of
those documents received by us, and written representations, if any, received
from reporting persons with respect to the filing of reports on Forms 3, 4 and
5, we believe that all filings required to be made by the reporting persons for
fiscal year 1999 were made on a timely basis with the exception of one late
filing for the month of August, 1999 on Form 4 for Mr. Baxter.
27
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION.
The following table sets forth information concerning compensation paid with
respect to the named executive officers for services rendered in all capacities
during the years ended December 31, 1998 and December 31, 1999.
SUMMARY COMPENSATION TABLE
FISCAL YEARS 1999 AND 1998
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
------------------------------------
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS
- --------------------------- -------- -------- --------
<S> <C> <C> <C>
Hal M. Krisbergh............................................ 1998 $320,250 $144,113
Chairman and Chief 1999 $339,465 $152,759
Executive Officer
Scott B. Campbell........................................... 1998 $160,000 $ 48,000
Vice President, 1999 $171,605 $ 51,481
Business Development
Peter C. Mondics............................................ 1998 $159,375 $ 47,813
Vice President, 1999 $168,945 $ 50,683
Affiliate Sales and Marketing
Gerard K. Kunkel............................................ 1998 $147,140 $ 44,142
Senior Vice President, 1999 $165,273 $ 49,582
Sales and Marketing
David E. Wachob............................................. 1998 $149,450 $ 44,835
Director, Vice President 1999 $161,254 $ 48,376
and General Manager
David A. Dill (1)........................................... 1998 $193,218 $ 67,626
Former Chief Financial Officer 1999 $128,547 $ 44,992
</TABLE>
- ------------------------
(1) In August 1999, Mr. Dill resigned as the Company's chief financial officer
and as an employee of WorldGate.
The Company has established a bonus plan which provides for the payment of
bonuses to executive officers and other employees based upon the performance of
the Company, the performance of the business division of which the officer or
employee is a member and the performance of the officer or employee. Under this
plan, the Company generally assesses the prior year's performance and makes
bonus payments during the first calendar quarter of each year.
The Company maintains key man insurance policies in the amounts of
$3.0 million on Mr. Krisbergh and $1.0 million on Mr. Wachob.
The Company has a Retirement Savings Plan that is funded by the
participants' salary reduction contributions. All employees of the Company are
eligible to participate in the plan upon joining the Company. The plan is
intended to permit any eligible employee who wishes to participate to contribute
up to 12% of the employee's compensation on a before-tax basis under
Section 401(k) of the Internal Revenue Code, subject to certain limitations. The
plan provides for discretionary Company matching contributions which are to be
made in proportion to each employee's contribution as well as discretionary
Company profit-sharing contributions, subject to certain limitations.
Discretionary Company matching contributions and profit-sharing contributions
vest based upon the employee's
28
<PAGE>
length of service and are payable upon an employee's retirement, death,
disability or termination of employment or, under specified circumstances, upon
an employee's immediate and heavy financial emergency. Contributions are
invested, in such proportions as the employee may elect in any of 10 mutual
investment funds. In 1999, the Company made no discretionary profit-sharing
contributions to the plan.
The Company has one stock option plan, the 1996 stock option plan, as
amended. Generally, outstanding options vest in equal installments over a
four-year period, but in no event may an option be exercised more than ten years
following the date of its grant, subject to acceleration in the event of some
changes of control of the Company. The stock option plan provides for the
granting of awards to such officers, other employees, consultants and directors
of the Company and its affiliates as the Compensation Committee may select from
time to time. On May 17, 1999, the Board increased, subject to stockholder
approval, the total number of shares of common stock available under the plan to
1,600,000 shares.
The stock option plan is intended to promote the long term financial
interests and growth of WorldGate by providing employees, officers, directors
and consultants of WorldGate with appropriate incentives and rewards to enter
into and continue in the employ of, or their relationship with, WorldGate. The
stock option plan gives recipients the opportunity to acquire a proprietary
interest in the long-term success of WorldGate and rewards the performance of
individual officers, other employees, consultants and directors in fulfilling
their responsibilities for long-range achievements. The stock option plan
provides for the granting of awards to such officers, other employees,
consultants and directors of WorldGate and its affiliates as the Compensation
Committee may select from time to time. If any shares subject to an award are
forfeited, canceled, exchanged or surrendered or if an award otherwise
terminates or expires without a distribution of shares to the holder of such
award, the shares of common stock with respect to such award will, to the extent
of any such forfeiture, cancellation, exchange, surrender, termination or
expiration, again be available for awards under the stock option plan.
The Compensation Committee has the authority to administer the stock option
plan and to exercise all the powers and authorities either specifically granted
to it under, or necessary or advisable in the administration of, the stock
option plan, including, without limitation, the authority to grant awards; to
determine the persons to whom and the time or times at which awards shall be
granted; to determine the type and number of awards to be granted, the number of
shares of common stock to which an award may relate and the terms, conditions,
restrictions and performance goals relating to any award; to determine whether,
to what extent, and under what circumstances an award may be settled, canceled,
forfeited, exchanged, or surrendered; to make adjustments in the performance
goals in recognition of unusual or non-recurring events affecting WorldGate or
the financial statements of WorldGate (to the extent not inconsistent with
Section 162(m) of the Code, if applicable), or in response to changes in
applicable laws, regulations, or accounting principles; to construe and
interpret the stock option plan and any award; to prescribe, amend and rescind
rules and regulations relating to the stock option plan; to determine the terms
and provisions of agreements evidencing awards; and to make all other
determinations deemed necessary or advisable for the administration of the stock
option plan.
The purchase price per share payable upon the exercise of an option (the
"option exercise price") will be established by the Compensation Committee,
provided, however, that Incentive Stock Options may not have an option exercise
price less than the fair market value of a share of common stock on the date of
grant. The option exercise price is payable by any one of the following methods
or a combination thereof, to the extent permitted by the Compensation Committee:
- in cash or by check or wire transfer,
29
<PAGE>
- subject to the approval of the Compensation Committee, in common stock
owned by the participant for at least six months prior to the date of
exercise and valued at its fair market value on the effective date of such
exercise, or
- subject to the approval of the Compensation Committee, by such other
provision as the Compensation Committee may from time to time authorize.
The board of directors or the Compensation Committee may suspend, revise,
terminate or amend the stock option plan at any time, provided, however, that:
- stockholder approval will be obtained if and to the extent required under
Rule 16b-3 promulgated under the Exchange Act or if and to the extent the
board determines that such approval is required for purposes of satisfying
Section 162(m) or Section 422 of the Code, and
- no such suspension, revision, termination or amendment may, without the
consent of a participant, reduce the participant's rights under any
outstanding award.
The following table presents information regarding options granted to the
Company's named executive officers during fiscal 1999 to purchase shares of the
Company's Common Stock. In accordance with SEC rules, the table shows the
hypothetical "gains" or "option spreads" that would exist for the respective
options based on assumed rates of annual compound stock price of 5% and 10% from
the date the options were granted over the full option term.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------------- POTENTIAL REALIZABLE
% OF TOTAL VALUE AT ASSUMED
NUMBER OF OPTIONS/ ANNUAL RATES OF STOCK
SECURITIES SARS PRICE APPRECIATION
UNDERLYING GRANTED TO FOR OPTION TERM
OPTIONS/ EMPLOYEES EXERCISE OR -----------------------
SARS IN FISCAL BASE PRICE 5% 10%
NAME GRANTED (#) YEAR ($/SH) EXPIRATION DATE ($) ($)
- ---- ----------- ---------- ----------- --------------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Hal M. Krisbergh................ --
Chairman and Chief
Executive Officer
Scott B. Campbell............... -- 1.9% $16.50 3/17/09 $138,353 $ 350,614
Vice President, 13,333
Business Development
Peter C. Mondics................ 10,000 1.4% $22.88 10/21/09 143,891 364,648
Vice President, 13,333 1.9% $16.50 3/17/09 138,353 350,614
Affiliate Sales and Marketing
Gerard K. Kunkel................ 25,000 3.5% $22.88 10/21/09 359,728 911,621
Senior Vice President, 13,333 1.9% $16.50 3/17/09 138,353 350,614
Sales and Marketing
David E. Wachob................. 45,000 6.4% $22.88 10/21/09 647,510 1,640,917
Director, Vice President 13,333 1.9% $16.50 3/17/09 138,353 350,614
and General Manager
David A. Dill................... 40,000 5.7% $22.88 10/21/09 575,564 1,458,593
Former Chief Financial Officer 13,333 1.9% $16.50 3/17/09 138,353 350,614
</TABLE>
30
<PAGE>
The following table shows the number of shares of Common Stock subject to
exercisable and unexercisable stock options held by each of the named executive
officers as of December 31, 1999. The table also reflects the values of such
options based on the positive spread between the exercise price of such options
and $47.56, which was the closing sales price of a share of Common Stock
reported on the Nasdaq National Market on December 31, 1999.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
SHARES FISCAL YEAR END(#) FISCAL YEAR END($)
ACQUIRED ON VALUE REALIZED --------------------------- ---------------------------
NAME EXERCISE(#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Hal M. Krisbergh............... -- -- -- -- -- --
Chairman and Chief Executive
Officer
Scott B. Campbell.............. -- -- -- 83,332 1,359,330 2,020,356
Vice President, Business
Development
Peter C. Mondics............... -- -- -- 104,999 1,132,990 2,950,281
Vice President, Affiliate
Sales and Marketing
Gerard K. Kunkel............... 4000 78,125 22,666 91,666 1,178,080 2,884,244
Senior Vice President, Sales
and Marketing
David E. Wachob -- -- -- 53,333 -- 1,401,456
Director, Vice President and
General Manager
David A. Dill.................. -- -- -- 13,333 -- 414,156
Former Chief Financial
Officer
</TABLE>
COMPENSATION OF DIRECTORS
Mr. Baxter and Ms. Hooper are reimbursed for travel and other expenses
related to their service on the board of directors. In addition, the Company
pays to Mr. Baxter a stipend of $1,000 for each board meeting he attends in
person and on March 17, 1999, the Company granted to him options to purchase
3,333 shares of common stock at an exercise price of $16.50 per share. These
options will vest in four equal annual installments on the anniversary of the
grant date. Other than Mr. Baxter and Ms. Hooper, no other board member is
reimbursed for his or her travel and other expenses or compensated for his or
her service on the board.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation and Stock Option Committee (the "Compensation Committee")
is currently composed of Messrs. Krisbergh and Gerry and Ms. Hooper. The
Compensation Committee makes recommendations to the board concerning the
compensation and benefits programs for its directors, officers and employees,
including all options granted under the Company's option plan. With the
exception of Mr. Krisbergh, no member of the Compensation Committee is an
officer or employee of
31
<PAGE>
the Company. Mr. Krisbergh does not, however, participate in the determination
of his own compensation.
REPORT OF COMPENSATION AND STOCK OPTION COMMITTEE ON EXECUTIVE COMPENSATION
This report by the Compensation Committee of the Board of Directors (the
"Committee") discusses the Committee's compensation objectives and policies
applicable to the Company's executive officers. The report reviews the
Committee's policy generally with respect to the compensation of all executive
officers as a group for fiscal 1999 and specifically reviews the compensation
established for the Company's Chief Executive Officer as reported in the Summary
Compensation Table. Other than Mr. Krisbergh, the Committee is composed entirely
of non-employee directors of the Company. The Committee also administers the
Company's Stock Option Plans.
COMPENSATION PHILOSOPHY.
The Committee consists of two non-employee directors and Mr. Krisbergh.
Mr. Krisbergh does not, however, participate in the determination of his own
compensation. The Committee is responsible for setting cash and long-term
incentive compensation for executive officers and other key employees of the
Company. The Company's compensation policies are intended to create a direct
relationship between the level of compensation paid to executives and the
Company's current and long-term level of performance. The Committee believes
that this relationship is best implemented by providing a compensation package
of separate components, all of which are designed to enhance the Company's
overall performance. The components are base salary, short-term compensation in
the form of annual bonuses and long-term incentive compensation in the form of
stock options.
BASE SALARIES
The base salaries for the Company's executive officers for 1999 were
established subjectively by the Committee. The salaries of the executive
officers were established based on the market environment and the Company's need
to attract and retain key personnel for whom the Company must compete against
larger, more established companies.
SHORT-TERM ANNUAL BONUSES
Annual bonuses established for the executive officers are intended to
provide an incentive for improved performance in the short term. Target bonus
levels for the executive officers are established by the Committee at the
beginning of the year. For 1999, these bonuses were established based on
predetermined goals such as the number of cable systems under contract,
subscriber counts, revenue and financial performance.
LONG-TERM INCENTIVE COMPENSATION
The Company's long-term incentive compensation plan for its executive
officers is based on the Company's stock option plans. These plans promote
ownership of the Company's Common Stock, which, in turn, provides a common
interest between the stockholder of the Company and the executive officers of
the Company. In establishing a long-term compensation plan, the Board of
Directors concluded that any compensation received under such plans should be
directly linked to the performance of the Company, as reflected by increases in
the price of its Common Stock, and the contribution of the individual thereto.
Options have an exercise price equal to the fair market value of the shares on
the date of grant and, to encourage a long-term perspective, have an exercise
period of ten years and generally vest over four years. The number of options
granted to executive officers is determined by the Committee, which is charged
with administering the stock option plans. The base salaries, targeted bonus
amounts and number of stock options established for or granted to the
32
<PAGE>
Company's executive officers for 1999 are based, in part on the Committee's
understanding of compensation amounts and forms paid to persons in comparable
roles performing at comparable levels at other companies in the same or related
industries. Such amounts however, mainly reflect the subjective discretion of
the members of the Committee based on the evaluation of the Company's current
and anticipated future financial performance, the contribution of the individual
executive officers to such financial performance, the contribution of the
individual executive officers to the Company in areas not necessarily reflected
by the Company's financial performance and the most appropriate incentive to
link the performance and compensation of the executive officers to the
stockholder's return on the Company's Common Stock.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
During fiscal year 1999, Mr. Krisbergh's base salary was increased to
maintain a fully competitive position among Chief Executive Officers of
similarly-situated high technology companies. This increase of six percent was
based also on Mr. Krisbergh's excellent performance during the previous year.
Mr. Krisbergh also had an opportunity to earn additional incentive pay under
the Company's short-term annual bonus program, based on his performance against
qualitative objectives. The Committee approved payment of $152,759 based on
excellent performance. In reaching its decision, the Committee noted the
Company's completion of a successful initial public offering, successful system
rollouts of the Company's Internet access product, strengthening of already
excellent relations with major customers and the financial community, and
actions to further develop organizational and individual competencies.
Mr. Krisbergh requested that he not be included in any grant of stock
options under the Company's stock option plans during fiscal 1999, stating his
preference that the current pool be used for other officers and employees.
LIMITATIONS ON DEDUCTIBILITY OF COMPENSATION
Under the 1993 Omnibus Budget Reconciliation Act, a portion of annual
compensation payable after 1993 to any of the Company's five highest paid
executive officers would not be deductible by the Company for federal income tax
purposes to the extent such officer's overall compensation exceeds $1,000,000.
Qualifying performance-based incentive compensation, however, would be both
deductible and excluded for purposes of calculating the $1,000,000 base.
Although the Committee does not presently intend to award compensation in excess
of the $1,000,000 cap, it will continue to address this issue when formulating
compensation arrangements for the Company's executive officers.
Respectfully submitted,
Compensation Committee:
Hal M. Krisbergh
Alan Gerry and
Marcia J. Hooper
33
<PAGE>
PERFORMANCE GRAPH
The following indexed line graph indicates the Company's total return to
stockholders from April 15, 1999, the date on which the Company's Common Stock
began trading on the Nasdaq National Market, to December 31, 1999, as compared
to the total return for the Nasdaq Stock Market--US Index and the Nasdaq
Telecommunications Index for the same period. The calculations in the graph
assume that $100 was invested on April 15, 1999, in each of the Company's Common
Stock and each index and also assume dividend reinvestment, if any.
COMPARISON OF 8 MONTH CUMULATIVE TOTAL RETURN*
AMONG WORLDGATE COMMUNICATIONS, INC.,
THE NASDAQ STOCK MARKET (U.S.) INDEX
THE NASDAQ TELECOMMUNICATIONS INDEX AND THE CHASE H & Q INTERNET INDEX
<TABLE>
<CAPTION>
4/15/1999 6/99 9/99 12/99
--------- -------- -------- --------
<S> <C> <C> <C> <C>
WORLDGATE COMMUNICATIONS INC. 100.00 150.74 67.28 139.89
NASDAQ STOCK MARKET (U.S.) 100.00 106.94 109.54 161.38
NASDAQ TELECOMMUNICATIONS 100.00 98.72 90.14 131.01
CHASE H & Q INTERNET 100.00 91.37 93.93 181.82
</TABLE>
34
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth information as of March 15, 2000 regarding
beneficial ownership of the common stock by the following persons:
- each person who is known to us to own beneficially more than 5% of the
outstanding shares of common stock,--each director of WorldGate,
- each director of WorldGate,
- each executive officer of WorldGate named in the executive compensation
table above, and
- all directors and executive officers of WorldGate as a group.
Unless otherwise indicated below, to our knowledge, all persons listed below
have sole voting and investment power with respect to their shares of common
stock, except to the extent authority is shared by spouses under applicable law.
Beneficial ownership is determined in accordance with the rules of the SEC,
based on factors including voting and investment power with respect to shares,
subject to applicable community property laws. Shares of common stock subject to
options or warrants exercisable within 60 days of March 15, 2000 are deemed
outstanding for the purpose of computing the percentage ownership of the person
holding such options or warrants, but are not deemed outstanding for computing
the percentage ownership of any other person. Unless otherwise indicated, the
mailing address of the beneficial owners is 3190 Tremont Avenue, Trevose,
Pennsylvania 19053.
<TABLE>
<CAPTION>
NUMBER OF SHARES OF
COMMON STOCK PERCENT OF
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED OWNERSHIP
- ------------------------ ------------------- ----------
<S> <C> <C>
Citicorp.................................................... 1,082,442 5.0%
153 East 53rd Street
New York, NY 10043
Hal M. Krisbergh (1)........................................ 6,131,165 28.5
Scott B. Campbell (2)....................................... 32,334 *
Peter C. Mondics (3)........................................ 53,193 *
David E. Wachob............................................. 527,231 2.4
Thomas G. Baxter (4)........................................ 3,001 *
Alan Gerry.................................................. 185,666 *
Marcia J. Hooper (5)........................................ -- *
Ronald A. Walter (6)........................................ -- *
All current directors and executive officers as a group (14 8,015,032 37.0
persons) (7)..............................................
</TABLE>
- ------------------------
* Less than 1% of the outstanding Common Stock.
(1) Includes (a) 15,237 shares of common stock held by Mr. Krisbergh as
custodian for his minor child and (b) 15,237 shares of common stock held by
Mr. Krisbergh's wife as custodian for their minor child. Mr. Krisbergh
disclaims beneficial ownership of the shares owned by his minor child.
(2) Includes options to purchase 30,000 shares of common stock.
(3) Includes 2,666 shares of common stock held by Mr. Mondics' minor child,
6,666 shares of common stock held jointly with his wife and options to
purchase 33,333 shares of common stock.
(4) Includes 500 shares owned by a trust of which Mr. Baxter is a trustee.
(5) Does not include 379,218 shares of common stock held by funds that are
affiliated with Advent International Corporation as follows: Adtec Limited
Partnership (60,674 shares), Advent Crown Fund, C.V. (60,068 shares),
Digital Media & Communications, L.P. (240,880 shares), and Advent Partners
Limited Partnership (17,596 shares). Ms. Hooper is a partner and an officer
of Advent
35
<PAGE>
International Corporation and an officer of several of the Advent funds, and
was originally elected to the Company's Board of Directors as a
representative of the holders of the Series A Preferred Stock. Ms. Hooper
disclaims beneficial ownership of the shares held of record by the Advent
funds.
(6) Does not include 1,124,442 shares of common stock held by Citicorp.
Mr. Walter is a vice president of Citicorp and Citibank, NA.
(7) Includes (a) options to purchase 118,332 shares of common stock and
(b) 69,639 shares of common stock owned by family members or affiliates of
some members of the group.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
SERIES C CONVERTIBLE PREFERRED STOCK FINANCING. From September 1998 through
February 1999, we sold an aggregate of 1,529,714 shares of our series C
preferred stock at a purchase price of $11.00 per share to various investors,
(collectively, the "series C investors").
STOCKHOLDERS' AGREEMENT. Certain stockholders of the Company, including
Messrs. Krisbergh and Wachob, and some other management personnel of WorldGate,
are parties to a stockholders' agreement. Pursuant to the stockholders'
agreement:
- Hal M. Krisbergh designated David E. Wachob, Alan Gerry and Thomas G.
Baxter,
- Motorola designated Graham Pattison, who has since resigned as a member of
our board of directors in connection with his resignation from Motorola,
- the investors who purchased the Company's Series A Convertible Preferred
Stock, other than Motorola, designated Marcia J. Hooper, and
- the investors who purchased the Company's Series B Convertible Preferred
Stock designated Ronald A. Walter
to our board of directors. The material provisions of the stockholders'
agreement terminated upon the consummation of our IPO in April 1999, except for
the registration rights provided in the stockholder's agreement. The Series A
Convertible Preferred Stock, the Series B Convertible Preferred Stock and the
Series C Convertible Preferred Stock converted into our common stock upon the
consummation of our IPO.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(A) DOCUMENTS FILED AS PART OF THIS REPORT.
1. FINANCIAL STATEMENTS
The following financial statements have been included as part of this
report:
<TABLE>
<S> <C>
Report of PricewaterhouseCoopers LLP........................ F-2
Consolidated Balance Sheets................................. F-3
Consolidated Statements of Operations....................... F-4
Consolidated Statements of Stockholders' Equity (Deficit)... F-5
Consolidated Statements of Cash Flows....................... F-6
Notes to Consolidated Financial Statements.................. F-7
</TABLE>
36
<PAGE>
2. FINANCIAL STATEMENT SCHEDULE
REPORT OF INDEPENDENT ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULE
To the Board of Directors and Stockholders of WorldGate Communications, Inc.:
Our audits of the consolidated financial statements of WorldGate
Communications, Inc. and its subsidiaries referred to in our report dated
February 18, 2000 appearing under Item 8 on page F-2 of this Form 10-K also
included an audit of the financial statement schedule listed under Item 14(A)(2)
of this Form 10-K. In our opinion, the financial statement schedule presents
fairly, in all material respects, the information set forth therein when read in
conjunction with related consolidated financial statements.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 18, 2000
WORLDGATE COMMUNICATIONS, INC.
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
ADDITIONS DEDUCTIONS
BALANCE AT CHARGED TO CREDITED TO BALANCE
BEGINNING COST AND COSTS AND AT END OF
OF YEAR EXPENSES EXPENSES YEAR
---------- ---------- ----------- ---------
<S> <C> <C> <C> <C>
Allowance for doubtful accounts:
Year ended December 31, 1998
Year ended December 31, 1999....................... 150 150
Valuation Allowance for Deferred Tax Assets:
Year ended December 31, 1998....................... 6,431 8,748 15,179
Year ended December 31, 1999....................... 15,179 11,587 26,766
</TABLE>
All other schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable, and therefore have been omitted.
(B) REPORTS ON FORM 8-K
None.
3. EXHIBITS.
The following is a list of exhibits filed as part of this annual report on
Form 10-K. Where so indicated by footnote, exhibits which were previously filed
are incorporated by reference. For exhibits
37
<PAGE>
3. EXHIBITS. (CONTINUED)
incorporated by reference, the location of the exhibit in the previous filing is
indicated parenthetically except for those situations where exhibit number was
the same as set forth below.
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ------- -----------
<C> <S>
3.1 Amended and Restated Certificate of Incorporation.(1)
3.2 Amended and Restated Bylaws.(1)
10.1 Lease Agreement dated October 7, 1998 between WorldGate and
Balanced Capital LLC, as amended by First Amendment to Lease
Agreement dated December 7, 1998 between WorldGate and
Balanced Capital LLC, as further amended by Second Amendment
to Lease Agreement dated December 17, 1998 between WorldGate
and Balanced Capital LLC. (2)
10.2 Senior Loan and Security Agreement No. 0098 dated July 15,
1997 between Phoenix Leasing Incorporated and WorldGate, as
amended by Amendment No. 1 to Senior Loan and Security
Agreement No. 0098 dated June 18, 1998 between Phoenix
Leasing Incorporated and WorldGate. (2) (filed as
Exhibit 10.6 to the IPO Registration Statement)
10.3 Development Agreement dated October 15, 1998 between
WorldGate and Scientific-Atlanta, Inc. (2)(3) (filed as
Exhibit 10.4 to the IPO Registration Statement)
10.4 Memorandum of Understanding dated September 2, 1998 between
WorldGate and General Instrument Corporation. (2)(3) (filed
as Exhibit 10.5 to the IPO Registration Statement)
10.5 Master Agreement dated November 7, 1997 between Charter
Communications, Inc. ("Charter") and WorldGate. (2)(3)
(filed as Exhibit 10.7 to the IPO Registration Statement)
10.6 Affiliation Agreement dated November 7, 1997 between Charter
and WorldGate. (2)(3) (filed as Exhibit 10.9 to the IPO
Registration Statement)
10.7 First Amended and Restated Stockholders' Agreement dated
September 2, 1998 among WorldGate and the stockholders
identified therein. (2) (filed as Exhibit 10.16 to the IPO
Registration Statement)
10.8 Amended and Restated 1996 Stock Option Plan, as further
amended by the Second Amendment to the 1996 Stock Option
Plan dated May 17, 1999.*
10.9 Agreement dated June 15, 1998 between WorldGate and Thomas
R. Baxter. (2) (filed as Exhibit 10.15 to the IPO
Registration Statement)
10.10 Warrant dated March 2, 1999 issued to Ampal by WorldGate.
(2) (filed as Exhibit 10.19 to the IPO Registration
Statement)
10.11 Warrant dated March 2, 1999 issued to Strong River by
WorldGate. (2) (filed as Exhibit 10.20 to the IPO
Registration Statement)
10.12 Warrant Agreement dated November 7, 1997 between Charter and
WorldGate. (2) (filed as Exhibit 10.8 to the IPO
Registration Statement)
21.1 Subsidiaries. (2)
23.1 Consent of PricewaterhouseCoopers LLP.*
24.1 Power of Attorney. (included in signature page)
27.1 Financial Data Schedule.*
</TABLE>
- ------------------------
* Filed herewith.
(1) Incorporated by reference to the registrant's exhibits to the Company's
Form 10-Q Report for the quarter ended March 31, 1999.
(2) Incorporated by reference to the exhibits to the Company's Registration
Statement on Form S-1 (Registration No. 333-71997) (the "IPO Registration
Statement").
(3) Portions of this exhibit have been omitted pursuant to a request for
confidential treatment which has been previously granted by the Commission.
38
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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>
<S> <C> <C>
WorldGate Communications, Inc.
By: /s/ HAL M. KRISBERGH
-----------------------------------------
Hal M. Krisbergh
CHIEF EXECUTIVE OFFICER
</TABLE>
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Hal M. Krisbergh and Randall J. Gort the true and lawful attorneys-in-fact and
agents of the undersigned, with full power of substitution and resubstitution,
for and in the name, place and stead of the undersigned, in any and all
capacities, to sign any and all amendments to this report, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as the undersigned might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the restraint
and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME CAPACITY DATE
---- -------- ----
<C> <S> <C>
Chairman of the Board and
/s/ HAL M. KRISBERGH Chief Executive Officer
------------------------------------------- (principal executive March 30, 2000
Hal M. Krisbergh officers)
/s/ CHRISTINE K. VAN HORNE Authorized officer
------------------------------------------- (principal financial and March 30, 2000
Christine K. Van Horne accounting officer)
/s/ DAVID E. WACHOB Director, Vice President
------------------------------------------- and General Manager March 30, 2000
David E. Wachob
/s/ THOMAS G. BAXTER Director
------------------------------------------- March 30, 2000
Thomas G. Baxter
/s/ ALAN GERRY Director
------------------------------------------- March 30, 2000
Alan Gerry
/s/ MARCIA J. HOOPER Director
------------------------------------------- March 30, 2000
Marcia J. Hooper
/s/ RONALD A. WALTER Director
------------------------------------------- March 30, 2000
Ronald A. Walter
</TABLE>
39
<PAGE>
Exhibit 10.8
WORLDGATE COMMUNICATIONS, INC.
1996 STOCK OPTION PLAN
(AMENDED AS OF MAY 17, 1999)
The purpose of this 1996 Stock Option Plan (the "Plan") of
WorldGate Communications (the "Company") is to advance the interests of the
Company by encouraging the acquisition of an equity interest in the Company and
providing designated key employees, officers, directors, consultants and
advisors to the Company with the opportunity to receive grants of incentive
stock options and non qualified stock options. The Company believes that the
Plan will serve as an incentive for the participants to contribute materially to
the growth of the Company, thereby benefitting the Company's stockholders and
will align the economic interests of the participants with those of the
stockholders.
1. ADMINISTRATION
The Plan shall be administered and interpreted by a
committee (the "Committee") appointed by the board of directors of the
Company (the "Board") consisting of not less than two persons. On and after
the effective date specified in Section 17(b), the Committee shall consist of
not less than two persons appointed by the Board, all of whom shall be
"independent or disinterested persons" as defined under Rule 16b-3 under the
Securities Exchange Act of 1934 (the "Exchange Act") and "outside directors"
as defined under section 162(m) of the Code and related Treasury regulations.
Subject to the provisions of Section 4, the Committee shall
have the sole authority to (i) determine to whom options shall be granted under
the Plan (the "Optionee" or "Optionees"), (ii) determine the type, quantity and
terms of the options to be granted to each Optionee, (iii) determine when the
options will be granted and the duration of the exercise period, including the
criteria for vesting and the acceleration of vesting (if any), (iv) select the
"Valuation Expert," as defined below and (v) make determinations with respect to
any other matters arising under the Plan. Notwithstanding the foregoing, on and
after the effective date specified in Section 17(b), the Committee shall not
have the authority to make grants to Non-Employee Directors, except pursuant to
provisions of the Plan as then in effect that satisfy the requirements for
making exempt grants in accordance with Rule 16b-3 of the Exchange Act.
The Committee shall have full power and authority to
administer and interpret the Plan, to make factual determinations and to adopt
or amend such rules, regulations, agreements and instruments for implementing
the Plan and for conduct of its business as it deems necessary or advisable, in
its sole discretion. The Committee's interpretations of the Plan and all
determinations made by the Committee pursuant to the powers vested in it
hereunder shall be conclusive and binding on all persons having any interests in
the Plan or in any awards granted hereunder. All powers of the Committee shall
be executed in its sole discretion, in the best interest of the Company and in
keeping with the objectives of the Plan and need not be uniform as to similarly
situated individuals.
Notwithstanding anything herein to the contrary, the Board may
exercise any power or authority of the Committee under the Plan and, in such
case, any reference to the Committee hereunder shall be deemed to include the
Board as a whole.
2. GRANTS
<PAGE>
Awards under the Plan shall consist of options intended to
qualify as incentive stock options ("Incentive Stock Options") within the
meaning of section 422 of the Code or options which are not intended to so
qualify ("Non qualified Stock Options") (hereinafter collectively referred to as
"Stock Options"). All Stock Options shall be subject to the terms and conditions
set forth herein and to those other terms and conditions consistent with this
Plan as the Committee deems appropriate and as are specified in writing by the
Committee to the Optionees. Grants under a particular section of the Plan need
not be uniform as among the Optionees.
3. SHARES SUBJECT TO THE PLAN
(a) Subject to the adjustment specified below, the aggregate
number of shares of the Common Stock of the Company, par value $0.01 per share
(the "Company Stock") that have been or may be issued or transferred under the
Plan is one million six hundred thousand shares. Notwithstanding anything in the
Plan to the contrary, during the term of the Plan, the maximum aggregate number
of shares of Company Stock that shall be subject to options granted under the
Plan annually to any one Optionee shall be two hundred thousand shares
(representing approximately 12.5% of the aggregate number of shares that have
been or may be issued or transferred under the Plan.) The shares may be
authorized but unissued shares of Company Stock or reacquired shares of Company
Stock, including shares purchased by the Company on the open market or
otherwise, for purposes of the Plan. If and to the extent options granted under
the Plan terminate, expire, or are canceled, forfeited, exchanged or surrendered
without having been exercised, the shares subject to such options shall again be
available for purposes of the Plan; provided, however, that (a) if a Stock
Option is canceled, the canceled Stock Option is counted against the maximum
number of shares for which Stock Options may be granted to an Optionee, and (b)
if the Stock Option price is reduced after the date of grant, the transactions
is treated as a cancellation of a Stock Option and the grant of a new Stock
Option for purposes of counting the maximum number of shares for which Stock
Options may be granted to an Optionee.
(b) If there is any change in the number or kind of shares of
Company Stock outstanding by reason of a stock dividend, recapitalization, stock
split, combination or exchange of such shares, merger, reorganization or
consolidation in which the Company is the surviving corporation,
reclassification or change in par value or by reason of any other extraordinary
or unusual events affecting the outstanding Company Stock as a class without the
Company's receipt of consideration, or if the value of outstanding shares of
Company Stock is substantially reduced due to the Company's payment of an
extraordinary dividend or distribution, the maximum number of shares of Company
Stock available for Stock Options, the maximum number of shares of Company Stock
for which any one Optionee participating in the Plan may be granted over the
term of the Plan, the number of shares covered by outstanding Stock Options, and
the price per share or the applicable market value of such Stock Options, shall
be proportionately adjusted by the Committee to reflect any increase or decrease
in the number or kind of issued shares of Company Stock to preclude the
enlargement or dilution of rights and benefits under such Stock Options;
provided, however, that any fractional shares resulting from such adjustment
shall be eliminated. The adjustments determined by the Committee shall be final,
binding and conclusive. Notwithstanding the foregoing, no adjustment shall be
authorized or made pursuant to this Section to the extent that such authority or
adjustment would cause any Incentive Stock Option to fail to comply with section
422 of the Code.
4. ELIGIBILITY FOR PARTICIPATION
<PAGE>
All employees who hold positions of responsibility and whose
performance, in the judgment of the Committee, can have a significant effect on
the long-term success of the Company ("Employees"), all directors of the Company
who are not also employees of the Company ("Non-Employee Directors") and all
advisors and consultants ("Consultants") whose services, in the judgement of the
Committee, can have a significant effect on the long-term success of the Company
shall be eligible to participate in the Plan. Employees as used herein shall
include employees of the Company's "parent corporation" or "subsidiary
corporations" as those terms are defined in section 424(e) or 424(f) of the
Internal Revenue Code of 1986 (the "Code"), as well as directors of the Company
who are also employees of the Company. Except as provided in Section 6, the
Committee shall select the Employees, Non-Employee Directors and Consultants to
receive Stock Options and determine the number of shares of Company Stock
subject to a particular Stock Option in such manner as the Committee determines.
Nothing contained in this Plan shall be construed to limit the
right of the Company to grant options otherwise in connection with the
acquisition, by purchase, lease, merger, consolidation or otherwise, of the
business or assets of any corporation, firm or association, including options
granted to employees thereof who become Employees of the Company, or for any
other proper corporate purpose.
5. AGREEMENTS WITH OPTIONEES
Each Stock Option made under this Plan shall be evidenced by a
letter to the Optionee containing such terms and conditions as the Committee
shall approve (the "Grant Letter").
6. GRANTING OF OPTIONS
(a) NUMBER OF SHARES. The Committee, in its sole discretion,
shall determine the number of shares of Company Stock that will be subject to
each Stock Option grant.
(b) TYPE OF OPTION AND PRICE. The Committee may grant
Incentive Stock Options, Non qualified Stock Options or any combination of
Incentive Stock Options and Non qualified Stock Options, all in accordance with
the terms and conditions set forth herein; provided, however, that neither
Non-Employee Directors nor Consultants shall be eligible to receive grants of
Incentive Stock Options.
The purchase price of Company Stock subject to a Stock Option
shall be determined by the Committee and may be equal to, greater than, or less
than the fair market value of a share of such Stock on the date such Stock
Option is granted; provided, however, that the purchase price of Company Stock
subject to an Incentive Stock Option shall be equal to, or greater than, the
fair market value of a share of such Stock on the date such Stock Option is
granted. Prior to the effective date specified in Section 17(b) of the Plan, the
Committee shall inform the Optionees as to the fair market value of the Company
Stock on a periodic basis, but not less frequently than once per calendar year.
During such time that the Company Stock is not listed on an
established stock exchange or traded in the over-the-counter-market, including
the NASDAQ National Market System published in the WALL STREET JOURNAL, the
"fair market value" of Company Stock shall be determined by an independent firm,
I.E., a firm not otherwise engaged in consulting work for the Company, unless
determined otherwise by the Committee, with expertise in the valuation of
business entities and the securities thereof, selected by the Committee (the
"Valuation Expert") or as otherwise determined by the Committee in good faith
based on the best available facts and
<PAGE>
circumstances. Such determination of "fair market value" shall be made on a
periodic basis, but no less frequently than once a calendar year. If the Company
Stock is listed on an established stock exchange or traded in the
over-the-counter market, as determined by the Committee, "fair market value" on
any date of reference shall be the closing price of a share of Company Stock (on
a consolidated basis) on the principal exchange or such other over-the counter
market on the last previous day on which a sale is reported.
(c) EXERCISE PERIOD. The Committee shall determine the option
exercise period of each Stock Option. The exercise period shall not exceed ten
years from the date of grant.
(d) VESTING AND EXERCISABILITY OF OPTIONS. Stock Options shall
become vested and exercisable in accordance with the terms and conditions
determined by the Committee, in its sole discretion, and specified the Grant
Letter. All outstanding Stock Options shall become immediately exercisable upon
a Change in Control (as defined herein), unless the Committee, in its sole
discretion, determines otherwise in accordance with Section 9 of the Plan.
(e) MANNER OF EXERCISE. An Optionee may exercise a Stock
Option which has become exercisable by delivering a notice of exercise to the
Committee with accompanying payment of the option price in accordance with
Subsection (g) below. Should a Stock Option become exercisable on and after the
effective date specified in Section 17(b), such notice may instruct the Company
to deliver shares of Company Stock due upon the exercise of the Stock Option to
any registered broker or dealer designated by the Company ("Designated Broker")
in lieu of delivery to the Optionee. Such instructions must designate the
account into which the shares are to be deposited. The Optionee may tender this
notice of exercise, which has been properly executed by the Optionee, and the
aforementioned delivery instructions to any Designated Broker.
(f) TERMINATION OF EMPLOYMENT, DISABILITY OR DEATH.
(1) EMPLOYEES AND CONSULTANTS.
(i) In the event the Optionee during the
Optionee's lifetime ceases to be an Employee or a Consultant for any reason
other than death, disability (within the meaning of Section 22(e)(3) of the
Code), voluntary termination without the consent of the Company, or termination
for cause by the Company (as defined below), any Stock Option which is otherwise
exercisable by the Optionee shall terminate unless exercised within three (3)
months of the date on which the Optionee ceases to be an Employee or Consultant
(or within such other period of time as may be specified in the Grant Letter),
but in any event no later than the date of expiration of the option exercise
period. For purposes of this Section 6(f)(1), if an Optionee ceases to be an
Employee or a Consultant for reasons other than voluntary termination without
the consent of the Company or termination for cause, but continues to serve as a
member of the Board, such Optionee's service as a member of the Board shall be
considered as continued employment or service with the Company. In addition, for
purposes of this Section 6(f), a leave of absence at the request, or with the
approval, of the Company shall not be deemed a termination of employment so long
as the period of such leave does not exceed 90 days, or, if longer, so long as
the Optionee's right to re-employment with the Company is guaranteed by
contract. Any of the Optionee's Stock Options which are not otherwise vested and
exercisable as of the date on which the Optionee ceases to be an Employee or
Consultant shall terminate as of such date (except as the Committee may
otherwise provide in writing).
<PAGE>
(ii) In the event the Optionee ceases to be
an Employee or a Consultant on account of a "termination for cause" by the
Company (or the applicable parent or subsidiary corporation), as determined in
accordance with the personnel policies of the Company (or such corporation) in
effect before any Change in Control of the Company or as determined by a written
contract between the Consultant and the Company, or on account of a voluntary
separation from the Company (or the applicable parent or subsidiary corporation)
without the consent of the Company (or such corporation), any Stock Option held
by the Optionee shall terminate as of the date the Optionee ceases to be an
Employee or a Consultant (except as the Committee may otherwise provide in
writing).
(iii) In the event of (A) the death of the
Optionee while an Employee or a Consultant of the Company or (B) any termination
of employment or service due to disability (as defined above), any Stock Option
which is otherwise exercisable by the Optionee on the date on which the Optionee
ceases to be an Employee or Consultant as aforesaid, shall terminate unless
exercised by the Optionee or the Optionee's personal representative within one
year of the date on which the Optionee ceases to be an Employee or Consultant
(or within such other period of time as may be specified in the Grant Letter),
but in any event no later than the date of the expiration of the option exercise
period.
(iv) Notwithstanding the foregoing
provisions, failure to exercise an Incentive Stock Option within the periods of
time prescribed under sections 421 and 422(a) of the Code shall cause the
Incentive Stock Option to cease to be treated as an "incentive stock option" for
purposes of sections 421 and 422 of the Code.
(2) NON-EMPLOYEE DIRECTORS. Upon cessation of
service as a Non-Employee Director for reasons other than death, only those
options exercisable at the date of cessation of service shall be exercisable by
the Non-Employee Director. Such options shall be exercisable until the first to
occur of: (i) the expiration of the remaining term of the option or (ii) 90 days
after cessation of service of the Non-Employee Director. In the event of the
death of a Non-Employee Director while a member of the Board, or within the
period after termination of service during which the options are exercisable by
the Non-Employee Director in accordance with this Plan, the options granted to
him shall be exercisable until the first to occur of: (A) the expiration of the
remaining term of the option or (B) one year after the date of the Non-Employee
Director's death, but only to the extent that the Non-Employee Director would
have been entitled to exercise the options had he lived during such period.
(g) SATISFACTION OF OPTION PRICE. The Optionee shall pay the
option price specified in the Grant Letter in (i) U.S. Dollars by cash, wire
transfer of immediately available funds or certified check payable to the order
of the Company, or (ii) with the approval of the Committee, by delivering shares
of Company Stock owned by the Optionee including Company Stock acquired in
connection with the exercise of a particular Stock Option and having a fair
market value on the date of exercise equal to the option price. The Company may
require the Optionee, in connection with the exercise of a Stock Option, to
provide such information (including, without limitation, the Optionee's address
and taxpayer identification number) as may be necessary to complete any tax
information returns and other tax returns and reports that may be required to
reflect such exercise. The Optionee shall pay the option price and the amount of
withholding tax due, if any, at the time of exercise. Except as otherwise
determined by the Committee, shares of Company Stock shall not be issued or
transferred upon exercise of a Stock Option until the option price is fully paid
and any required withholding is made.
(h) RULE 16b-3 RESTRICTIONS. Unless an Optionee could
otherwise transfer Company Stock issued pursuant to a Stock Option granted
hereunder without incurring liability
<PAGE>
under Section 16(b) of the Exchange Act, at least six months must elapse from
the date of acquisition of a Stock Option to the date of disposition of the
Company Stock issued upon exercise of such option.
(i) LIMITS ON INCENTIVE STOCK OPTIONS. Each Incentive Stock
Option shall provide that to the extent that the aggregate fair market value of
the Company Stock on the date of the grant with respect to which Incentive Stock
Options are exercisable for the first time by an Optionee during any calendar
year under the Plan or any other stock option plan of the Company or any parent
or subsidiary corporation thereof exceeds $100,000, then, if and to the extent
required by Section 422(d) of the Code or any successor or related provision,
such option as to the excess shall be treated as a Non qualified Stock Option.
An Incentive Stock Option shall not be granted to any Employee who, at the time
of grant, owns stock possessing more than 10 percent of the total combined
voting power of all classes of stock of the Company or parent of the Company,
unless the option price per share is not less than 110% of the fair market value
of Company Stock on the date of grant and the option exercise period is not more
than five years from the date of grant.
(j) OPTIONAL PURCHASE BY THE COMPANY. In the sole discretion
of the Committee, in lieu of the exercise of a Stock Option, the Optionee may be
permitted to transfer the Stock Option to the Company in exchange for a cash
payment equal to the excess of (i) the then fair market value of the shares of
Company Stock subject to the Optionee's outstanding Stock Options over (ii) the
purchase price as specified therein. Notwithstanding the foregoing, if any right
granted pursuant to this Subsection would make any corporate transaction
ineligible for pooling of interests accounting treatment under APB No. 16 that
but for this provision would otherwise be eligible for such accounting
treatment, or is determined by the Committee to be otherwise disadvantageous to
the Company, the Optionee shall not receive a cash payment in lieu of the
exercise of his or her Stock Options.
7. TRANSFERABILITY OF OPTIONS
Only the Optionee or his or her authorized legal
representative may exercise rights under a Stock Option. Such persons may not
transfer those rights except by will or by the laws of descent and distribution
or, if permitted under Rule 16b-3 of the Exchange Act and if permitted in any
specific case by the Committee in its sole discretion, pursuant to a qualified
domestic relations order as defined under the Code or Title I of ERISA or the
regulations thereunder. When an Optionee dies, the personal representative or
other person entitled to succeed to the rights of the Optionee ("Successor
Optionee") may exercise such rights. A Successor Optionee must furnish proof
satisfactory to the Company of his or her right to receive the Stock Option
under the Optionee's will or under the applicable laws of descent and
distribution.
Notwithstanding the foregoing, the Committee may permit an
Optionee to transfer rights under a Non qualified Stock Option to the Optionee's
spouse or a lineal descendant or to one or more trusts for the benefit of such
family members or to partnerships in which such family members are the only
partners (a "Family Transfer") provided that the Optionee receives no
consideration for a Family Transfer and that the Optionee and the transferee in
the Family Transfer agree to such conditions as the Committee my impose,
including, without limitation, (i) provisions to assure the payment of any taxes
required to be deducted, withheld and/or paid over in connection with the
exercise of a Stock Option, and (ii) acknowledgment that the Stock
<PAGE>
Options and the exercise thereof will continue to be subject to the same terms
and conditions of the Grant Letter and this Plan, and any attempt to transfer a
Stock Option other than in accordance with the foregoing shall be void and of no
force or effect.
8. CHANGE IN CONTROL OF THE COMPANY
As used herein, a "Change in Control" shall be deemed to have
occurred if:
(a) As a result of any transaction, any one stockholder other
than an existing stockholder as of the effective date specified in Section 17(a)
of the Plan (or a beneficiary or the estate thereof), becomes a beneficial
owner, as defined below, directly or indirectly, of securities of the Company
representing more than 50% of the common stock of the Company or the combined
voting power of the Company's then outstanding securities;
(b) A liquidation or dissolution of or the sale of all
or substantially all of the Company's assets occurs; or
(c) On or after the effective date specified in Section 17(b):
(1) As a result of a tender offer, stock purchase,
other stock acquisition, merger, consolidation, recapitalization, reverse split,
or sale or transfer of assets, any person or group (as such terms are used in
and under Section 13(d) of the Exchange Act) other than an existing stockholder
as of the effective date specified in Section 17(a) of the Plan (or a
beneficiary of the estate thereof), becomes the beneficial owner (as defined in
Rule 13-d under the Exchange Act), directly or indirectly, of securities of the
Company representing more than 40% of the common stock of the Company, or the
combined voting power of the Company's then outstanding securities; or
(2) During any period of two consecutive years,
individuals who at the beginning of such period constitute the board of
directors cease for any reason to constitute at least a majority thereof unless
the election, or the nomination for election by the Company's shareholders, of
each new director was approved by a vote of at least 2/3 of the directors then
still in office who were directors at the beginning of the period.
9. CONSEQUENCES OF A CHANGE IN CONTROL
(a) NOTICE. Unless the Committee otherwise determines:
(1) If a Change of Control will occur pursuant to a
transaction approved by the stockholders of the Company or by the Board (if
stockholder action is not required), then, not later than ten (10) days after
the approval by the stockholders of the Company (or the approval by the Board,
if stockholder action is not required) of such Change of Control, the Company
shall give each Optionee with any outstanding Stock Options written notice of
such proposed Change in Control.
(2) If a Change of Control occurs without approval by
the stockholders or the Board, then, not later than ten (10) days after such
Change in Control, the Company shall give each Optionee with any outstanding
Stock Options written notice of the Change of Control.
(b) EXERCISE RIGHT. In connection with the Change in Control
and effective only upon such Change in Control, unless the Committee determines
otherwise, each Optionee shall thereupon have the right, within twenty (20) days
after such written notice is sent by the Company, (the "Election Period"), to
exercise in full any or all of such Optionee's outstanding
<PAGE>
Stock Options (whether the right to exercise such Stock Option has then accrued
or the right to exercise such Stock Options will occur or has occurred upon the
Change in Control).
(c) TERMINATION OF STOCK OPTION. If an Optionee does not
exercise the Optionee's outstanding Stock Options in a timely manner in
accordance with Subsection (b) in connection with a Change in Control where the
Company is not the surviving corporation(or survives only as a subsidiary of
another corporation), the Optionee's Stock Options shall terminate as of the
Change of Control. Notwithstanding the foregoing, a Stock Option will not
terminate if assumed by the surviving or acquiring corporation, or its parent,
upon a merger or consolidation and, with respect to an Incentive Stock Option,
the assumption of the Stock Option occurs under circumstances which are not
deemed a modification of the option with the meaning of Sections 424(a) and
424(h)(3)(A) of the Code.
(d) ACCOUNTING AND TAX LIMITATIONS. Notwithstanding the
foregoing, if the termination of the Stock Options described in Subsection (c)
would make the applicable Change in Control ineligible for pooling of interest
accounting treatment under APB No. 16, and, but for such provision, the Change
of Control would otherwise qualify for such treatment, each affection Optionee
shall receive a replacement or substitute stock option issued by the surviving
or acquiring corporation.
10. AMENDMENT AND TERMINATION OF THE PLAN
(a) AMENDMENT. The Board, by written resolution, may amend or
terminate the Plan at any time; provided, however, that any amendment that
increases the aggregate number (or individual limit for any single Optionee) of
shares of Company Stock that may be issued or transferred under the Plan (other
than by operation of Section 3(b)), or modifies the requirements as to
eligibility for participation in the Plan, shall be subject to approval by the
stockholders of the Company, and provided, further, that after the effective
date specified in Section 17(b) the Board shall not amend the Plan without
stockholder approval if such approval is required by Rule 16b-3 of the Exchange
Act or section 162(m) of the Code.
(b) TERMINATION OF PLAN. The Plan shall terminate on the day
before the tenth anniversary of its effective date unless terminated earlier by
the Board or unless extended by the Board with the approval of the stockholders.
(c) TERMINATION AND AMENDMENT OF OUTSTANDING STOCK OPTIONS. A
termination or amendment of the Plan that occurs after a Stock Option is granted
shall not materially impair the rights of an Optionee unless the Optionee
consents or unless the Committee acts under Section 18(b) hereof. The
termination of the Plan shall not impair the power and authority of the
Committee with respect to an outstanding Stock Option. Whether or not the Plan
has terminated, an outstanding Stock Option may be terminated or amended under
Section 18(b) hereof or may be amended by agreement of the Company and the
Optionee consistent with the Plan.
(d) GOVERNING DOCUMENT. The Plan shall be the controlling
document. No other statements, representations, explanatory materials, or
examples, oral or written, may amend the Plan in any manner. The Plan shall be
binding upon and enforceable against the Company, its successors and assigns and
the Optionees and their assigns.
11. FUNDING OF THE PLAN
This Plan shall be unfunded. The Company shall not be required
to establish any
<PAGE>
special or separate fund or to make any other segregation of assets to assure
the payment of any Stock Options under this Plan. In no event shall interest be
paid or accrued on any Stock Option, including unpaid installments of Stock
Options.
12. RIGHTS OF INDIVIDUALS
Nothing in this Plan shall entitle any Employee, Non-Employee
Director, Consultant or other person to any claim or right to be granted a Stock
Option under this Plan. Neither this Plan nor any action taken hereunder shall
be construed as giving any Employee, Non-Employee Director, or Consultant any
rights to be retained by or in the employ of the Company or any other employment
rights.
13. NO FRACTIONAL SHARES
No fractional shares of Company Stock shall be issued or
delivered pursuant to the Plan or any Stock Option. The Committee shall
determine whether cash, other awards or other property shall be issued or paid
in lieu of such fractional shares or whether such fractional shares or any
rights thereto shall be forfeited or otherwise eliminated.
14. WITHHOLDING OF TAXES
The Optionee or other person receiving shares of Company Stock
upon the exercise of a Stock Option shall be required to pay to the Company the
amount of any federal, state or local taxes which the Company is required to
withhold with respect to the exercise of such Stock Options and the Company
shall have the right to deduct from other wages paid to the Optionee by the
Company (including through the withholding of Company Stock purchased upon the
exercise of a Stock Option, if then authorized by the Committee and applicable
law) the amount of any tax required to be deducted, withheld or paid over with
respect to such Stock Options which is not otherwise paid. The Company's
obligation to make any delivery or transfer of any shares shall be conditioned
on the Optionee's compliance, to the Company's satisfaction, with any
withholding requirements.
15. REQUIREMENTS FOR ISSUANCE OF SHARES
No Company Stock shall be issued or transferred upon the
exercise of any Stock Option hereunder unless and until all requirements
applicable to the issuance or transfer of such Company Stock have been complied
with to the satisfaction of the Committee. The Committee shall have the right to
condition any Stock Option made to any Optionee hereunder on such Optionee's
undertaking in writing to comply with such restrictions on his subsequent
disposition of such shares of Company Stock as the Committee shall deem
necessary or advisable as a result of any provisions of such grant or any
applicable law, regulation or official interpretation thereof, and certificates
representing such shares may be legended to reflect any such restrictions.
Certificates representing shares of Company Stock issued under the Plan will be
subject to such stop-transfer orders and other restrictions as may be applicable
under such laws, regulations and other obligations of the Company, including any
requirement that a legend or legends be placed thereon.
16. HEADINGS
Section headings are for reference only. In the event of a
conflict between a title and the content of a Section, the content of the
Section shall control.
<PAGE>
17. EFFECTIVE DATE
(a) EFFECTIVE DATE OF THE PLAN. Subject to the approval of the
Company's stockholders, this Plan shall be effective as of December 5, 1996.
(b) EFFECTIVENESS OF SECTION 16 AND SECTION 162(M) PROVISIONS.
The provisions of the Plan that refer to, or are applicable to persons subject
to, section 16 of the Exchange Act or section 162(m) of the Code shall be
effective, if at all, upon registration of the Company Stock under section 12(g)
of the Exchange Act, and shall remain effective thereafter for so long as such
stock is so registered.
18. MISCELLANEOUS
(a) SUBSTITUTE GRANTS. The Committee may make a grant to an
employee of another corporation who becomes an Employee by reason of a corporate
merger, consolidation, acquisition of stock or property, reorganization or
liquidation involving the Company or any of its subsidiaries in substitution for
a stock option or restricted stock grant granted by such corporation
("Substituted Stock Incentives"). The terms and conditions of the substitute
grant may vary from the terms and conditions required by the Plan and from those
of the Substituted Stock Incentives. The Committee shall prescribe the
provisions of the substitute grants.
(b) COMPLIANCE WITH LAW. The Plan, the exercise of Stock
Options and the obligations of the Company to issue or transfer shares of
Company Stock under Stock Options shall be subject to all applicable laws and to
approvals by an governmental or regulatory agency as may be required. With
respect to persons subject to section 16 of the Exchange Act, it is the intent
of the Company that the Plan and all transactions under the Plan comply with all
applicable provisions of Rule 16b-3 or its successors under the Exchange Act.
The Committee may revoke any Stock Option if it is contrary to law or modify a
Stock Option to bring it into compliance with any valid and mandatory government
regulation. The Committee may also adopt rules regarding the withholding of
taxes on payments to Optionees. The Committee may, in its sole discretion, agree
to limit its authority under this Section.
(c) OWNERSHIP OF STOCK. An Optionee or Successor Optionee
shall have no rights as a stockholder with respect to any shares of Company
Stock covered by a Stock Option until the shares are issued or transferred to
the Optionee or Successor Optionee on the stock transfer records of the Company.
(d) GOVERNING LAW. The validity, construction, interpretation
and effect of the Plan and Grant Letters issued under the Plan shall exclusively
be governed by and determined in accordance with the law of the Commonwealth of
Pennsylvania.
(e) GENDER AND NUMBER. In this Plan (unless the context
requires otherwise), the masculine, feminine, and neuter genders and the
singular and the plural include one another.
(f) NOTICE. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given upon delivery,
if delivered in person, or on the third business day after mailing, if mailed by
registered or certified mail, return receipt requested, addressed in the case of
the Company, to the President, at the last principal address of record for the
Company; to the Optionee, at the Optionee's last address as reflected on the
books and records of the Company; or in each case, to such other address as may
be designated to the Company or the Optionee from time to time as provided
above.
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333 - 78943) of WorldGate Communications, Inc. and
its subsidiaries of our reports dated February 18, 2000 relating to the
financial statements and financial statement schedule, which appear in this
Form 10-K.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
March 28, 2000
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 9,256,000
<SECURITIES> 66,414,000
<RECEIVABLES> 3,398,000
<ALLOWANCES> 150,000
<INVENTORY> 5,600,000
<CURRENT-ASSETS> 86,256,000
<PP&E> 2,196,000
<DEPRECIATION> 402,000
<TOTAL-ASSETS> 89,170,000
<CURRENT-LIABILITIES> 5,874,000
<BONDS> 384,000
0
0
<COMMON> 215,000
<OTHER-SE> 82,442,000
<TOTAL-LIABILITY-AND-EQUITY> 89,170,000
<SALES> 5,594,000
<TOTAL-REVENUES> 5,594,000
<CGS> 15,593,000
<TOTAL-COSTS> 27,571,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 150,000
<INTEREST-EXPENSE> 230,000
<INCOME-PRETAX> (34,631,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (34,631,000)
<DISCONTINUED> 0
<EXTRAORDINARY> (1,019,00)
<CHANGES> 0
<NET-INCOME> (35,650,000)<F1>
<EPS-BASIC> (2.13)
<EPS-DILUTED> (2.13)
<FN>
<F1>For purposes of computing net loss per common share, net loss has been reduced
by the accretion on preferred stock.
</FN>
</TABLE>
