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UNITED STATES
SECURITIES AND EXCHANGE COMMISSISON
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000
Commission file number 0-26389
CYBEAR, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 13-3936988
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
5000 BLUE LAKE DRIVE, SUITE 200
BOCA RATON, FLORIDA 33431
(Address of principal (Zip Code)
Executive offices
(561) 999-3500
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) 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 [ ]
As of May 5, 2000, there were 17,773,787 shares of the Registrant's
only class of common stock issued and outstanding.
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<PAGE>
CYBEAR, INC.
INDEX TO THE FORM 10-Q
FOR THE THREE MONTHS ENDED MARCH 31, 2000
<TABLE>
<CAPTION>
PAGE NUMBER
-----------
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Unaudited Consolidated Balance Sheets -
as of March 31, 2000 and December 31, 1999 3
Unaudited Consolidated Statements of Operations -
for the three months ended March 31, 2000 and 1999 4
Unaudited Consolidated Statements of Cash Flows -
for the three months ended March 31, 2000 and 1999 5
Notes to Unaudited Consolidated Financial Statements 6
Unaudited Pro Forma Condensed Consolidated Financial Statements 10
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 17
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 21
SIGNATURES 22
</TABLE>
2
<PAGE>
CYBEAR, INC.
PART I
FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
CYBEAR, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
-------- --------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 1,040 $ 11,922
Investments available-for-sale 25,703 26,072
Investment interest receivable 433 740
Accounts receivable, net of allowance of $8 and $3 as of
March 31, 2000 and December 31, 1999, respectively 162 104
Convertible notes receivable 7,000 3,000
Prepaid expenses and other current assets 420 642
-------- --------
Total current assets 34,758 42,480
Property and equipment, net 3,608 3,523
Product development costs, net 362 333
Software licenses 4,127 1,603
Goodwill, net 3,721 3,819
Other assets 222 1,310
-------- --------
Total assets $ 46,798 $ 53,068
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,348 $ 2,758
Accrued liabilities 779 332
-------- --------
Total current liabilities 3,127 3,090
-------- --------
Commitments and contingencies (Notes 2, 5 and 10)
Shareholders' equity:
Preferred stock, $.01 par value; 2,000,000 shares authorized, none
issued and outstanding -- --
Common stock, $.001 par value; 25,000,000 shares authorized,
17,772,537 and 17,653,662 shares issued and outstanding as of
March 31, 2000 and December 31, 1999, respectively 18 18
Additional paid-in capital 65,154 64,873
Accumulated deficit (21,422) (14,813)
Accumulated other comprehensive loss (79) (100)
-------- --------
Total shareholders' equity 43,671 49,978
-------- --------
Total liabilities and shareholders' equity $ 46,798 $ 53,068
======== ========
</TABLE>
The accompanying notes to unaudited consolidated financial statements are an
integral part of these balance sheets.
3
<PAGE>
CYBEAR, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-------------------------------
2000 1999
---------- ----------
<S> <C> <C>
Revenues $ 231 $ -
---------- ----------
Operating expenses:
Cost of revenues 209 -
Network operations and operations support 933 728
Product development 948 526
Sales and marketing 1,896 725
General and administrative 880 655
Depreciation and amortization 549 191
Merger costs 832 -
Other non-recurring charges 1,152 -
---------- ----------
Total operating expenses 7,399 2,825
---------- ----------
Loss from operations (7,168) (2,825)
Other income (expense):
Interest income 559 1
Interest expense on due to Andrx - (91)
---------- ----------
Loss before income taxes (6,609) (2,915)
Income tax benefit - 1,400
---------- ----------
Net loss $ (6,609) $ (1,515)
========== ==========
Basic and diluted net loss per share $ (0.37) $ (0.11)
========== ==========
Basic and diluted weighted average shares
of common stock outstanding 17,703,669 13,269,400
========== ==========
</TABLE>
The accompanying notes to unaudited consolidated financial statements are an
integral part of these statements.
4
<PAGE>
CYBEAR, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-------------------------------
2000 1999
--------- --------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (6,609) $ (1,515)
Adjustments to reconcile net loss to net cash used in
operating activities -
Depreciation and amortization 549 191
Other non-cash charges 856 -
Changes in operating assets and liabilities:
Investment interest receivable 307 -
Accounts receivable (58) -
Receivable from Blue Lake Ltd. - 366
Prepaid expenses and other assets 6 (175)
Accounts payable and accrued liabilities 537 (512)
--------- --------
Net cash used in operating activities (4,412) (1,645)
--------- --------
Cash flows from investing activities:
Proceeds from sales of investments available-for-sale, net 390 -
Funding of convertible note receivable (4,000) -
Purchases of property and equipment (558) (1,054)
Proceeds from sale of property and equipment 21 -
Product development costs (80) (55)
Purchases of software licenses (2,524) -
--------- --------
Net cash used in investing activities (6,751) (1,109)
--------- --------
Cash flows from financing activities:
Proceeds from exercises of stock options 281 -
Advances from Andrx, net of Andrx's utilization
of Cybear's income tax attributes - 3,075
--------- --------
Net cash provided by financing activities 281 3,075
--------- --------
Net (decrease) increase in cash and cash equivalents (10,882) 321
Cash and cash equivalents, beginning of period 11,922 4
--------- --------
Cash and cash equivalents, end of period $ 1,040 $ 325
========= ========
</TABLE>
The accompanying notes to unaudited consolidated financial statements are an
integral part of these statements.
5
<PAGE>
CYBEAR, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
(IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE AMOUNTS)
(1) GENERAL
In the opinion of management, the accompanying unaudited consolidated
financial statements have been prepared by Cybear, Inc. ("Cybear" or the
"Company"), an approximately 72% owned subsidiary of Andrx Corporation ("Andrx")
as of March 31, 2000, pursuant to the rules and regulations of the United States
Securities and Exchange Commission ("SEC"). Certain information and footnote
disclosures normally included in annual financial statements prepared in
accordance with accounting principles generally accepted in the United States
have been condensed or omitted pursuant to those rules and regulations. However,
management believes that the disclosures contained herein are adequate to make
the information presented not misleading. The unaudited consolidated financial
statements reflect, in the opinion of management, all material adjustments
(which include only normal recurring adjustments) necessary to present fairly
the Company's unaudited financial position and results of operations. The
unaudited consolidated results of operations and cash flows for the three months
ended March 31, 2000, are not necessarily indicative of the results of
operations or cash flows which may be expected for the remainder of 2000. The
unaudited consolidated financial statements should be read in conjunction with
the consolidated financial statements and related notes for the year ended
December 31, 1999, included in the Company's Annual Report on Form 10-K for the
year ended December 31, 1999.
Certain prior period amounts have been reclassified to conform to the
current period presentation.
(2) TRACKING STOCK REORGANIZATION PLAN
In March 2000, Andrx and Cybear announced that they executed a
definitive Agreement and Plan of Merger and Reorganization (the
"Reorganization") with respect to their previously announced tracking stock
reorganization plan. This plan, which was recommended to the Cybear Board of
Directors by its Special Committee and approved by the Boards of both Cybear and
Andrx, will create a new class of Andrx common stock to separately track the
performance of Cybear ("Cybear Group Common"). The Reorganization will be
submitted to Andrx and Cybear shareholders for approval during 2000.
In connection with the proposed tracking stock reorganization plan, the
Company incurred merger costs of $832 in the three months ended March 31, 2000.
The Company expects to incur merger costs of up to approximately $1,500 in
connection with the proposed tracking stock reorganization plan. These costs are
charged to expense as incurred.
Unaudited pro forma condensed consolidated financial statements giving
pro forma effect to the Reorganization are presented on page 10 of this
Quarterly Report on Form 10-Q.
6
<PAGE>
CYBEAR, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
(IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE AMOUNTS)
(3) CONVERTIBLE NOTES RECEIVABLE
In March 2000, Cybear entered into a software license agreement with
AHT Corporation ("AHT"). In connection with the agreement, upon receipt of
$4,000 from Cybear, AHT issued to Cybear a one-year convertible promissory note
(the "Note") in the amount of $4,000 bearing interest at the rate of 10.0%. At
its option, Cybear may convert the Note into AHT common stock at a conversion
price of the lower of $4.34 per share or 80% of the average market price for the
30 trading days immediately preceding the conversion date provided that Cybear
cannot acquire upon conversion more than 1,913,550 shares of AHT common stock.
In addition, in the event of default by AHT, Cybear shall be granted a perpetual
license to the software, including the source code to the software. The Company
has recorded the Note at cost. As of March 31, 2000, the closing sale price of
AHT's common stock was $3.38. In addition, AHT granted Cybear a warrant (the
"Warrant") to purchase 300,000 shares of its common stock. The Warrant has an
exercise price of $4.34 per share and expires five years from the grant date.
(4) REVENUE RECOGNITION
Revenues recorded in the three months ended March 31, 2000 consist of
the following:
E-commerce $ 215
Web site development and maintenance 12
Subscription 4
-----
$ 231
=====
The Company had no revenues for the three months ended March 31, 1999
as it was in the development stage.
E-commerce revenues are earned when the products are shipped. Web site
development and maintenance and subscription revenues are earned when the
Company's services are provided. The Company has entered into certain agreements
with medical organizations to provide the Company's subscription services to the
organizations' members in exchange for various consulting services. Certain of
these agreements result in a net cash outflow. Subscription services earned
under agreements resulting in net cash outflows are recorded as a reduction of
the amounts expensed for the consulting services received.
E-commerce revenues for the three months ended March 31, 2000 represent
revenues earned from an arrangement between Cybear and Andrx to sell products to
physicians on orders placed through Cybear's Physician Practice Portal product
(see Note 9).
(5) OTHER NON-RECURRING CHARGES
Other non-recurring charges for the three months ended March 31, 2000
consist of severance costs, impairment charges to certain assets and costs
incurred to terminate an agreement. Certain of these other non-recurring charges
pertain to an agreement whereby the Company has future monthly contractual
obligations through June 2001, totaling approximately $2,300. In March 2000, the
Company disputed the third party's performance under the agreement and the
companies are attempting to resolve this dispute. While no amounts have been
recorded relating to any required performance under this agreement subsequent to
February 29, 2000, no assurance can be given that the Company will not be
required to record any additional charges upon the resolution of this dispute.
7
<PAGE>
CYBEAR, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
(IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE AMOUNTS)
(6) INCOME TAXES
Cybear's results of operations for tax purposes through the
completion of the public offering in June 1999 were included in the consolidated
income tax return of Andrx since Andrx owned at least 80% of the common stock of
Cybear. Cybear and Andrx have a tax allocation agreement pursuant to which
Federal income tax liabilities or benefits are allocated to Cybear as if Cybear
had filed a separate income tax return when Cybear's taxable results are
included in the consolidated income tax return of Andrx. Upon completion of the
public offering in June 1999, Andrx's ownership in Cybear was reduced below 80%.
Consequently, thereafter Cybear files its income tax returns separately.
For the three months ended March 31, 2000, Cybear did not record any
income tax benefit as Andrx's ownership in Cybear was below 80% and Cybear
generated net operating loss carryforwards. Under the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes",
Cybear has provided a valuation allowance to reserve against 100% of its net
deferred tax assets due to its history of net losses. For the three months ended
March 31, 1999, Cybear recorded $1,400 in income tax benefit. The income tax
benefit reflects the reimbursement from Andrx for the utilization of Cybear's
income tax attributes pursuant to the tax allocation agreement.
(7) NET LOSS PER SHARE
For all periods presented, basic and diluted net loss per share is
based on the weighted average number of shares of common stock outstanding.
Since the effect of common stock equivalents was antidilutive, all such
equivalents were excluded in the computation of diluted net loss per share.
Common equivalent shares consist of the incremental common shares issuable upon
exercise of stock options and warrants using the treasury stock method. There
were 1,574,334 and 1,033,583 options and warrants outstanding at March 31, 2000
and 1999, respectively, that could potentially dilute earnings per share in the
future.
(8) COMPREHENSIVE LOSS
The components of the Company's comprehensive loss are as follows:
Three Months Ended
March 31,
2000 1999
---- ----
Net loss $ (6,609) $ (1,515)
Unrealized gain on investments
available-for-sale 21 -
--------- ---------
Comprehensive loss $ (6,588) $ (1,515)
========= =========
(9) RELATED PARTY TRANSACTIONS
Beginning in September 1999, Cybear entered into an arrangement with
Andrx for the sale by Cybear of products to physician offices on orders placed
through Cybear's Physician Practice Portal. Andrx charges Cybear at its cost for
the products sold. Andrx also charges Cybear for services that include the
purchasing, warehousing and distribution of the products to the physician
offices. Management believes that the amounts incurred for these services
approximate fair value. For the three months ended March 31, 2000, Andrx charged
Cybear $22 for the services it provided.
8
<PAGE>
CYBEAR, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
(IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE AMOUNTS)
The Company and Andrx have a corporate services agreement whereby Andrx
provides the Company with various management services. For the three months
ended March 31, 2000 and 1999, the Company incurred amounts for these services
based upon mutually agreed upon allocation methods. Management believes that the
amounts incurred for these services approximate fair market value. Costs for
such services were $30 for each of the three-month periods ended March 31, 2000
and 1999.
(10) SUBSEQUENT EVENT
In April 2000, Cybear entered into a three-year agreement with a
medical organization to provide the Company's subscription services to the
organization's members in exchange for various consulting and marketing
services. Under the terms of this agreement, Cybear paid $1,200 at inception for
various consulting and marketing services and will receive monthly subscription
fees of $25. Consequently, this agreement will result in a net cash outflow to
Cybear of $300 over its term. Therefore, subscription services earned under this
agreement will be recorded as a reduction of the amounts expensed for the
consulting and marketing services received.
9
<PAGE>
CYBEAR, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The unaudited pro forma condensed consolidated balance sheet as of
March 31, 2000 and the unaudited pro forma condensed consolidated statements of
operations for the three months ended March 31, 2000 and for the year ended
December 31, 1999, give pro forma effect to the corporate reorganization plan
(the "Reorganization") which will create a new class of Andrx common stock,
Cybear Group Common, to separately track the performance of Cybear.
Pursuant to the Reorganization, Andrx will acquire all of the publicly
traded shares of common stock of Cybear in what should be a tax-free
reorganization. Cybear's public shareholders currently own approximately 4.9
million shares, or 27.6%, of the common shares of Cybear as of March 31, 2000
and those shareholders will receive one share of Cybear Group Common for every
Cybear common share they currently own. In the Reorganization, the number of
Cybear shares held by Andrx will be reduced from 12.9 million shares to 10.8
million shares so as to provide the equivalent of a 20% increase in shares held
by the non-Andrx shareholders of Cybear. As a result, the non-Andrx shareholders
of Cybear will own approximately 31.2% of the Cybear Group Common following the
closing of the transaction. Pursuant to the Reorganization, each Andrx common
share will be converted into (i) one share of Andrx Group Common and (ii)
approximately .1622 shares of Cybear Group Common. Upon completion of the
Reorganization, (i) Cybear will be a wholly owned subsidiary of Andrx with 100%
of its value publicly traded in the form of Cybear Group Common; (ii) current
Cybear public shareholders will own approximately 31.2% of the Cybear Group
Common; and (iii) current Andrx shareholders will own 100% of the Andrx Group
Common and approximately 68.8% of the Cybear Group Common. The preceding share
ownership and percentages exclude the potential exercise by Edward E. Goldman,
M.D., Cybear's Chief Executive Officer, of an outstanding warrant to acquire
525,000 shares of Cybear common stock currently owned by Andrx.
The unaudited pro forma condensed consolidated balance sheet gives
effect to the Reorganization as if it occurred as of March 31, 2000. The
unaudited pro forma condensed consolidated statements of operations give effect
to the Reorganization as if it occurred at the beginning of the periods
presented.
As a result of the Reorganization, Cybear will be a wholly owned
subsidiary of Andrx Corporation and its common stock will become a separate
class of Andrx common stock, Cybear Group Common, representing the equity
interest and businesses of the Cybear Group. The equity interests and businesses
of Andrx Corporation and its subsidiaries other than the Cybear Group will
become another separate class of Andrx common stock, Andrx Group Common.
Accordingly, under the Reorganization, the Cybear Group and the Andrx
Group will present separate financial statements relating to their respective
class of Andrx common stock.
Cybear Group financial statements will include basic and diluted
earnings (loss) per share based on the group's financial position and operating
results and based on the Cybear Group Common basic and diluted shares
outstanding. In connection with the Reorganization, Cybear and the other members
of the Andrx consolidated group will enter into, among other things, a tax
sharing agreement. The financial statements of Andrx Group and Cybear Group will
utilize the separate company method of accounting for purposes of allocating
Federal and state consolidated tax liabilities among group members. Under the
terms of the tax sharing agreement, a member of the group will be entitled to
its income tax benefits in the year generated to the extent that the member can
utilize such tax benefits in the year generated. To the extent the member cannot
utilize its income tax benefits in the year generated, the member will not be
compensated in that year by other members of the Andrx consolidated group for
any utilization of those benefits. Instead, if and when a member leaves the
group, Andrx may elect to reimburse that member for any unreimbursed income tax
benefits utilized. That reimbursement will take the form of a capital investment
by Andrx, for which it will receive stock. In the case of any "tracking stock"
members, such as the Cybear Group, the stock received by Andrx shall be in the
form of tracking shares. In addition, if any member of the group causes another
member to become subject to state tax in a state where it would otherwise not be
taxed on a separate company basis, the member causing the tax liability
10
<PAGE>
will be responsible for the additional incremental state tax and other
additional costs of the other member.
For financial statement purposes, at such time as the Cybear Group
achieves profitability, if ever, or is otherwise able to recognize its tax
benefits under accounting principles generally accepted in the United States,
the Cybear Group will recognize the benefit of its accumulated income tax
benefits (which had previously been utilized by the Andrx Group) in its
statement of operations with a corresponding decrease to its shareholders'
equity (i.e., effectively accounted for as a non-cash dividend).
The unaudited pro forma condensed consolidated financial statements are
provided for informational purposes only and are not necessarily indicative of
our results of operations or financial position had the transaction assumed
therein occurred, nor are they necessarily indicative of the results of
operations that may be expected to occur in the future. Consummation of the
transaction is subject to various conditions, including approval by shareholders
of Andrx and Cybear. In addition to shareholder approval, Andrx and Cybear will
be filing with the SEC a joint proxy statement and registration statement with
respect to the proposed transaction. The transaction will be subject to various
Federal and state regulatory approvals, and accordingly, no assurance can be
given that this transaction will be consummated. Furthermore, the unaudited pro
forma condensed consolidated financial statements are based upon assumptions
that Cybear believes are reasonable and should be read in conjunction with the
unaudited consolidated financial statements and the accompanying notes thereto
included elsewhere in this Form 10-Q and the consolidated financial statements
and accompanying notes thereto for the year ended December 31, 1999, included in
the Company's Annual Report on Form 10-K for the year ended December 31, 1999.
11
<PAGE>
CYBEAR, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF MARCH 31, 2000
(IN THOUSANDS)
<TABLE>
<CAPTION>
Historical Pro Forma
Cybear Pro Forma Cybear
Consolidated Adjustments Group
------------ ----------- ---------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 1,040 $ - $ 1,040
Investments available-for-sale 25,703 - 25,703
Investment interest receivable 433 - 433
Accounts receivable, net 162 - 162
Convertible notes receivable 7,000 - 7,000
Prepaid expenses and other current assets 420 - 420
-------- -------- --------
Total current assets 34,758 - 34,758
Property and equipment, net 3,608 - 3,608
Product development costs, net 362 - 362
Software licenses 4,127 - 4,127
Goodwill, net 3,721 2,700 (2) 22,103
15,682 (3)
Other assets 222 - 222
-------- -------- --------
Total assets $ 46,798 $ 18,382 $ 65,180
======== ======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,348 $ 668 (1) $ 3,016
Accrued liabilities 779 - 779
-------- -------- --------
Total current liabilities 3,127 668 3,795
Commitments and contingencies
Shareholders' equity 43,671 (668)(1) 61,385
2,700 (2)
15,682 (3)
-------- -------- --------
Total liabilities and shareholders' equity $ 46,798 $ 18,382 $ 65,180
======== ======== ========
</TABLE>
The accompanying notes to the unaudited pro forma condensed consolidated balance
sheet are an integral part of this statement.
12
<PAGE>
CYBEAR, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
MARCH 31, 2000
(IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE AMOUNTS)
(1) Reflects the additional estimated fees and expenses of $668 to be
incurred by Cybear in connection with the Reorganization charged to
shareholders' equity. As the effect of the costs is non-recurring, it
has not been included in the unaudited pro forma condensed consolidated
statements of operations.
(2) Reflects the estimated fees and expenses of $2,700 incurred by Andrx
Group with respect to the acquisition of the historical minority
interest which was allocated to the Cybear Group goodwill.
(3) Reflects the effects of the Reorganization, as follows:
<TABLE>
<CAPTION>
ADJUSTED
SHARES SHARES
OUTSTANDING REORGANIZATION OUTSTANDING
AT 3/31/2000 ELIMINATION AT 3/31/2000
-------------------------------------------
<S> <C> <C> <C>
Andrx ownership of Cybear 12,877,000 (2,058,700) 10,818,300
Minority ownership of Cybear 4,896,000 4,896,000
-------------------------------------------
Total Cybear shares outstanding 17,773,000 (2,058,700) 15,714,300
===========
Times assumed per share price $ 5.00 $ 5.66
------------ -----------
Total Cybear market capitalization $ 88,865 $ 88,865
============ ===========
Minority ownership of Cybear 4,896,000
Times adjusted market price $ 5.66
-----------
Purchase price of minority interest acquired 27,711
Less: minority interest historical basis (12,029)
-----------
Goodwill - Purchase price of minority interest in excess
of its historical basis 15,682
Goodwill - Andrx Group estimated fees and expenses (see Note 2) 2,700
-----------
Total goodwill allocated to Cybear Group $ 18,382
===========
</TABLE>
For purposes of the unaudited pro forma condensed consolidated
financial statements, the market price of Cybear, Inc common stock was
assumed to be $5.00 per share, which was adjusted to $5.66 per share
resulting from the elimination of 2,058,700 Cybear shares due to the
exchange rate included in the Reorganization. As provided under the
Reorganization terms, the shares eliminated in the Reorganization are
calculated excluding the potential exercise by Edward E. Goldman, M.D.,
Cybear's Chief Executive Officer, of an outstanding warrant to acquire
525,000 shares of Cybear common stock currently owned by Andrx. In
connection with the repurchase of the historical Cybear minority
interest, the resulting goodwill of $18,382 was allocated to Cybear
Group Common shareholders. The actual amount of goodwill will be
determined based on Cybear common stock price as of the closing of the
transaction. An increase or decrease of $1.00 in Cybear common stock
price will result in an increase or decrease of approximately $5,500 to
the goodwill and therefore in an increase or decrease of approximately
$550 to the annual goodwill amortization.
13
<PAGE>
CYBEAR, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2000
(IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Historical Pro Forma
Cybear Pro Forma Cybear
Consolidated Adjustments (5) Group
------------ ----------- ------------
<S> <C> <C> <C>
Revenues $ 231 $ - $ 231
------------ ----------- ------------
Operating expenses:
Cost of revenues 209 - 209
Network operations and operations support 933 - 933
Product development 948 - 948
Sales and marketing 1,896 - 1,896
General and administrative 880 - 880
Depreciation and amortization 549 460 (3) 1,009
Merger costs 832 (832)(1) -
Other non-recurring charges 1,152 - 1,152
------------ ----------- ------------
Total operating expenses 7,399 (372) 7,027
------------ ----------- ------------
Loss from operations (7,168) 372 (6,796)
Other income (expense):
Interest income 559 - 559
------------ ----------- ------------
Net loss $ (6,609) $ 372 $ (6,237)
============ =========== =============
Basic and diluted net loss per share $ (0.37) $ (0.40)
============ =============
Basic and diluted weighted average shares
of common stock outstanding 17,703,700 (2,058,700)(4) 15,645,000
============ =========== =============
</TABLE>
The accompanying notes to the unaudited pro forma condensed consolidated
financial statements are an integral part of this statement.
14
<PAGE>
CYBEAR, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
(IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Historical Pro Forma
Cybear Pro Forma Cybear
Consolidated Adjustments (5) Group
------------ ----------- ------------
<S> <C> <C> <C>
Revenues $ 270 $ - $ 270
------------ ----------- ------------
Operating expenses:
Cost of revenues 77 - 77
Network operations and operations support 2,790 - 2,790
Product development 3,058 - 3,058
Sales and marketing 4,909 - 4,909
General and administrative 2,544 - 2,544
Depreciation and amortization 1,556 1,838 (3) 3,394
------------ ----------- ------------
Total operating expenses 14,934 1,838 16,772
------------ ----------- ------------
Loss from operations (14,664) (1,838) (16,502)
Other income (expense):
Interest income 1,282 - 1,282
Interest expense on due to Andrx (216) - (216)
------------ ----------- ------------
Loss before income taxes (13,598) (1,838) (15,436)
Income tax benefit 2,824 (2,824)(2) -
------------ ----------- ------------
Net loss $ (10,774) $ (4,662) $ (15,436)
============ =========== ============
Basic and diluted net loss per share $ (0.70) $ (1.15)
============ ============
Basic and diluted weighted average shares
of common stock outstanding 15,470,000 (2,058,700)(4) 13,411,300
============ =========== ============
</TABLE>
The accompanying notes to the unaudited pro forma condensed consolidated
financial statements are an integral part of this statement.
15
<PAGE>
CYBEAR, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND THE YEAR ENDED DECEMBER 31, 1999
(IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE AMOUNTS)
(1) For the three months ended March 31, 2000, reflects the elimination of
fees and expenses of $832 incurred by Cybear in connection with the
Reorganization. As the effect of the costs is non-recurring, they have
been eliminated in the unaudited pro forma condensed consolidated
statement of operations for the three months ended March 31, 2000.
(2) For the year ended December 31, 1999, reflects the elimination of
Cybear's historical $2,824 income tax benefit which would not have been
used by Cybear Group on a separate income tax return basis and would
have been included in the tax allocation to Andrx Group pursuant to the
Reorganization.
(3) Reflects the amortization of goodwill totaling $18,382, consisting of
$15,682 representing the excess of the purchase price of $27,711 offset
by historical minority interest of $12,029 and Andrx Group's estimated
Reorganization transaction costs and expenses of $2,700 incurred by
Andrx (see unaudited pro forma condensed consolidated balance sheet
Note 2). Such goodwill is amortized on a straight line basis over an
estimated life of ten years.
(4) Reflects the number of Cybear shares held by Andrx that were eliminated
as a result of the Reorganization (see unaudited pro forma condensed
consolidated balance sheet Note 3).
(5) Certain results of the Reorganization referred to in Note 1 to the
unaudited pro forma condensed consolidated balance sheet have been
excluded from the unaudited pro forma condensed consolidated statements
of operations due to their non-recurring nature.
16
<PAGE>
CYBEAR, INC.
PART I
FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
CYBEAR, INC. AND SUBSIDIARIES ("CYBEAR" OR THE "COMPANY") CAUTIONS
READERS THAT CERTAIN IMPORTANT FACTORS MAY AFFECT THE COMPANY'S ACTUAL RESULTS
AND COULD CAUSE SUCH RESULTS TO DIFFER MATERIALLY FROM ANY FORWARD-LOOKING
STATEMENTS WHICH MAY BE DEEMED TO HAVE BEEN MADE IN THIS REPORT OR WHICH ARE
OTHERWISE MADE BY OR ON BEHALF OF THE COMPANY. FOR THIS PURPOSE, ANY STATEMENTS
CONTAINED IN THIS REPORT THAT ARE NOT STATEMENTS OF HISTORICAL FACT MAY BE
DEEMED TO BE FORWARD-LOOKING STATEMENTS. WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, WORDS SUCH AS "MAY", "WILL", "EXPECT", "BELIEVE", "ANTICIPATE",
"INTEND", "COULD", "WOULD", "ESTIMATE" OR "CONTINUE" OR THE NEGATIVE OTHER
VARIATIONS THEREOF OR COMPARABLE TERMINOLOGY ARE INTENDED TO IDENTIFY
FORWARD-LOOKING STATEMENTS. FACTORS WHICH MAY AFFECT THE COMPANY'S RESULTS
INCLUDE, BUT ARE NOT LIMITED TO, OUR LIMITED OPERATING HISTORY AND SUBSTANTIAL
OPERATING LOSSES, AVAILABILITY OF CAPITAL RESOURCES, ABILITY TO EFFECTIVELY
COMPETE, ECONOMIC CONDITIONS, UNANTICIPATED DIFFICULTIES IN PRODUCT DEVELOPMENT,
ABILITY TO GAIN MARKET ACCEPTANCE AND MARKET SHARE, ABILITY TO MANAGE GROWTH,
INTERNET SECURITY RISKS AND UNCERTAINTY RELATING TO THE EVOLUTION OF THE
INTERNET AS A MEDIUM FOR COMMERCE, DEPENDENCE ON THIRD PARTY CONTENT PROVIDERS,
DEPENDENCE ON OUR KEY PERSONNEL, ABILITY TO PROTECT OUR INTELLECTUAL PROPERTY
AND THE IMPACT OF FUTURE GOVERNMENT REGULATION ON OUR BUSINESS. THE COMPANY IS
ALSO SUBJECT TO OTHER RISKS DETAILED HEREIN OR DETAILED FROM TIME TO TIME IN
THIS REPORT AND THE COMPANY'S FILINGS WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION (THE "SEC").
INTRODUCTION
Cybear, a Delaware corporation, was incorporated on February 5, 1997.
Cybear is an information technology company using the Internet to attempt to
improve the efficiency of administrative and communications tasks of managing
patient care. Cybear provides access to the Internet and the Cybear product line
through its own ISP system, delivering productivity applications to health care
providers.
In March 1999, Cybear introduced its first product, its Physician
Practice Portal, which is designed to address the communications and operational
needs of physicians. Cybear's future products may include Internet-based
productivity software applications and communication networks for other
constituents of the healthcare community. During the three months ended June 30,
1999, Cybear emerged from the development stage for financial reporting
purposes.
Cybear has incurred net operating losses and negative cash flows from
operating activities since its inception. As of March 31, 2000, Cybear had an
accumulated deficit of approximately $21.4 million. In addition, Cybear intends
to continue to incur significant expenses in product development, network
operations, customer support, sales and marketing and administrative areas. As a
result, Cybear expects to continue to incur substantial operating losses for the
foreseeable future, and may never achieve or sustain profitability.
In March 2000, Andrx and Cybear announced that they executed a
definitive Agreement and Plan of Merger and Reorganization (the
"Reorganization") with respect to their previously announced tracking stock
reorganization plan. This plan, which was recommended to the Cybear Board of
Directors by its Special Committee and approved by the Boards of both Cybear and
Andrx, will create a new class of Andrx common stock to separately track the
performance of Cybear ("Cybear Group Common"). The Reorganization will be
submitted to Andrx and Cybear shareholders for approval during 2000.
17
<PAGE>
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2000 ("2000 QUARTER"), AS COMPARED TO THREE MONTHS
ENDED MARCH 31, 1999 ("1999 QUARTER").
Cybear had $231,000 in revenues for the 2000 Quarter and had no
revenues for the 1999 Quarter as Cybear was in the development stage. Revenues
for the 2000 Quarter includes $215,000 from e-commerce transactions, $12,000
from web site development and maintenance, as well as $4,000 from subscriptions
to the Company's Physician Practice Portal product.
Cybear had $209,000 in cost of revenues for the 2000 Quarter. Cost of
revenues for the 2000 Quarter represent the cost for the products sold through
Cybear's Physician Practice Portal product. Such products are purchased from
Andrx at cost.
Network operations and operations support costs were $933,000 in the
2000 Quarter compared to $728,000 in the 1999 Quarter. The increase in network
operations and operations support costs for the 2000 Quarter related primarily
to an increase in telecommunications costs and headcount in the operations
support area.
Product development costs were $948,000 for the 2000 Quarter compared
to $526,000 for the 1999 Quarter. The increase in the product development costs
for the 2000 Quarter reflects the progress and expansion of Cybear's development
activities.
Sales and marketing expenses were $1.9 million for the 2000 Quarter
compared to $725,000 for the 1999 Quarter. The increase in sales and marketing
expenses for the 2000 Quarter related primarily to the expansion of the selling
and marketing infrastructure, an increase in consulting and advertising costs.
General and administrative expenses were $880,000 for the 2000 Quarter
compared to $655,000 for the 1999 Quarter. The increase in general and
administrative expenses for the 2000 Quarter related to the expansion of the
administrative infrastructure.
Depreciation and amortization expense was $549,000 for the 2000 Quarter
compared to $191,000 for the 1999 Quarter. The increase in depreciation and
amortization for the 2000 Quarter resulted primarily from Cybear's purchases of
computer hardware and software used in its network operations center and the
development of its products, leasehold improvements to the rented space housing
its corporate headquarters and network operations center. In addition, the
depreciation and amortization expense includes amortization of the goodwill
related to the acquisition of Telegraph Consulting Corporation on September 17,
1999.
Merger costs were $832,000 for the 2000 Quarter. Merger costs consist
of costs associated with the pending merger with Andrx under a tracking stock
reorganization plan, primarily investment banking and legal fees. The Company
expects to incur merger costs of up to approximately $1.5 million in connection
with the pending merger.
Other non-recurring charges were $1.2 million for the 2000 Quarter.
These charges consist of severance costs, impairment charges to certain assets
and costs incurred to terminate an agreement. Certain of these other
non-recurring charges pertain to an agreement whereby the Company has future
monthly contractual obligations through June 2001, totaling approximately $2.3
million. In March 2000, the Company disputed the third party's performance under
the agreement and the companies are attempting to resolve this dispute. While no
amounts have been recorded relating to any required performance under this
agreement subsequent to February 29, 2000, no assurance can be given that the
Company will not be required to record any additional charges upon the
resolution of this dispute.
18
<PAGE>
Cybear had interest income of $559,000 in the 2000 Quarter and $1,000
in the 1999 Quarter. The interest income in the 2000 Quarter resulted primarily
from the investments of the net proceeds generated from the public offering in
money market funds and interest bearing investment grade securities.
Interest expense of $91,000 in the 1999 Quarter represented interest on
the due to Andrx under the credit agreement between the two companies to fund
Cybear's operations. Upon completion of the public offering in June 1999, Andrx
converted its advances due from Cybear, net of the reimbursement for income tax
attributes, to Cybear's capital in exchange for 465,387 shares of Cybear common
stock at the public offering price of $16.00 per share.
Cybear's results of operations for tax purposes through the completion
of the public offering in June 1999 were included in the consolidated income tax
return of Andrx since Andrx owned at least 80% of the common stock of Cybear.
Cybear and Andrx have a tax allocation agreement pursuant to which Federal
income tax liabilities or benefits are allocated to Cybear as if Cybear had
filed a separate income tax return when Cybear's taxable results are included in
the consolidated income tax return of Andrx. Upon completion of the public
offering in June 1999, Andrx's ownership in Cybear was reduced below 80%.
Consequently, thereafter Cybear files its income tax returns separately.
For the three months ended March 31, 2000, Cybear did not record any
income tax benefit as Andrx's ownership in Cybear was below 80% and Cybear
generated net operating loss carryforwards. Under the provisions of SFAS No.
109, "Accounting for Income Taxes", Cybear has provided a valuation allowance to
reserve against 100% of its net deferred tax assets due to its history of net
losses. For the three months ended March 31, 1999, Cybear recorded $1.4 million
in income tax benefit. The income tax benefit reflects the reimbursement from
Andrx for the utilization of Cybear's income tax attributes pursuant to the tax
allocation agreement.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2000, Cybear had $26.7 million in cash, cash
equivalents and investments available-for-sale and $31.6 million of working
capital.
Net cash used in operating activities was $4.4 million for the 2000
Quarter compared to $1.6 million for the 1999 Quarter. The increase in net cash
used in operating activities in the 2000 Quarter, as compared to the 1999
Quarter is primarily due to Cybear incurring a net loss of $6.6 million in the
2000 Quarter as compared to a net loss of $1.5 million in the 1999 Quarter, an
increase in accounts payable and accrued liabilities in the 2000 Quarter as
compared to a decrease in the 1999 Quarter, an increase in depreciation and
amortization expense in the 2000 Quarter, as compared to the 1999 Quarter and
other non-cash charges in the 2000 Quarter. The other non-cash charges result
primarily from impairment charges to certain assets.
In the 2000 Quarter, net cash used in operating activities was
primarily attributable to Cybear's loss from operations, offset by the
depreciation and amortization expense and other non-cash charges, and an
increase in accounts payable and accrued liabilities. In the 1999 Quarter, the
net cash used in operating activities was primarily attributed to Cybear's loss
from operations.
Net cash used in investing activities was $6.8 million in the 2000
Quarter and $1.1 million in the 1999 Quarter. In the 2000 Quarter, Cybear
received proceeds of $390,000 from sales of investments available-for-sale and
funded a $4.0 million one-year convertible promissory note from AHT Corporation.
Cybear also purchased $558,000 in property and equipment consisting mainly of
computer hardware and software used in its network operations center and the
development of its products. Cybear also purchased $2.5 million in software
licenses. In the 1999 Quarter, Cybear purchased $1.1 million of property and
equipment consisting mainly of computer hardware and software used in its
network operations center and in its product development activities, leasehold
improvements to the rented space housing its corporate headquarters and network
operations center and furniture for its corporate headquarters.
19
<PAGE>
Net cash provided by financing activities was $281,000 for the 2000
Quarter compared to $3.1 million for the 1999 Quarter. In the 2000 Quarter, net
cash provided by financing activities consisted of proceeds generated from the
exercises of stock options. In the 1999 Quarter, net cash provided by financing
activities consisted of advances from Andrx to fund Cybear's operations, net of
the reimbursement from Andrx for the utilization of Cybear's income tax
attributes pursuant to the tax allocation agreement.
From time to time, Cybear may be involved in litigation relating to
claims arising out of its operations in the normal course of business. Cybear is
not currently a party to any legal proceeding or aware of any other claim, the
adverse outcome of which, individually or in the aggregate, could reasonably be
expected to have a material adverse effect on Cybear's business, operating
results and financial condition.
Cybear currently anticipates that its available cash resources will be
sufficient to meet its presently anticipated working capital and capital
expenditure requirements for the next twelve months.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the FASB issued SFAS No. 133, as amended by SFAS No. 137,
"Accounting for Derivative Instruments and Hedging Activities". SFAS No. 133, as
amended, establishes accounting and reporting standards requiring that every
derivative instrument (including certain derivative instruments embedded in
other contracts) be recorded in the balance sheet as either an asset or
liability measured at its fair value. SFAS No. 133, as amended, requires that
changes in the derivative's fair value be recognized currently in earnings
unless specific hedge accounting criteria are met. Special accounting for
qualifying hedges allows a derivative's gains and losses to offset related
results on the hedged item in the income statement, and requires that a company
must formally document, designate, and assess the effectiveness of transactions
that receive hedge accounting.
SFAS No. 133, as amended, is effective for fiscal years beginning after
June 15, 2000. A company may also implement the provisions of SFAS No. 133, as
amended, as of the beginning of any fiscal quarter after issuance. SFAS No. 133,
as amended, cannot be applied retroactively. SFAS No. 133, as amended, must be
applied to (a) derivative instruments and (b) certain derivative instruments
embedded in hybrid contracts that were issued, acquired, or substantively
modified after December 31, 1997 (and, at the Company's election, before January
1, 1998). The Company will adopt the provisions of SFAS No. 133 beginning
January 1, 2001, as required. Adoption of the provisions of this standard is not
expected to have a material effect on the Company's consolidated results of
operations and financial condition.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Company's exposure to market rate risk for changes in interest
rates relates primarily to its investments available-for-sale portfolio. The
Company has not entered into derivative financial instruments in its investments
available-for-sale portfolio. The Company's investments available-for-sale
portfolio consists of fixed rate debt instruments of the U.S. Government and its
agencies, and of high-quality corporate issuers. The Company has established
guidelines, which were approved by its board of directors, relative to
diversification and maturities of its investments available-for-sale portfolio
that are designed to limit the amount of credit exposure to any one issuer and
help ensure safety and liquidity. Investments in fixed rate interest earning
instruments carries a degree of interest rate risk. Fixed rate securities may
have their fair market value adversely impacted due to a rise in interest rates.
Due in part to these factors, the Company's future investment income may fall
short of expectations due to changes in interest rates or the Company may suffer
losses in principal if forced to sell securities which have declined in market
value due to changes in interest rates. Although changes in interest rates may
affect the fair value of the investments available-for-sale portfolio and cause
unrealized gains or losses, such gains or losses would not be realized unless
the investments are sold.
20
<PAGE>
CYBEAR, INC.
PART II
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
27 Financial Data Schedule
(b) Reports on Form 8-K:
None
21
<PAGE>
CYBEAR, INC.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereonto
duly authorized.
By: /S/ EDWARD E. GOLDMAN
-----------------------------
Edward E. Goldman, M.D.
Chief Executive Officer
(Principal Executive Officer)
By: /S/ TIMOTHY E. NOLAN
-----------------------------
Timothy E. Nolan
President and Chief Operating Officer
By: /S/ CLAUDE BERTRAND
-----------------------------
Claude Bertrand
Vice President Finance and Controller
(Principal Financial and Accounting Officer)
May 15, 2000
22
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE COMPANY'S
FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 1,040
<SECURITIES> 25,703
<RECEIVABLES> 170
<ALLOWANCES> 8
<INVENTORY> 0
<CURRENT-ASSETS> 34,758
<PP&E> 5,250
<DEPRECIATION> (1,642)
<TOTAL-ASSETS> 46,798
<CURRENT-LIABILITIES> 3,127
<BONDS> 0
0
0
<COMMON> 18
<OTHER-SE> 43,653
<TOTAL-LIABILITY-AND-EQUITY> 46,798
<SALES> 215
<TOTAL-REVENUES> 231
<CGS> 209
<TOTAL-COSTS> 7,399
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (6,609)
<INCOME-TAX> 0
<INCOME-CONTINUING> (6,609)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,609)
<EPS-BASIC> (0.37)
<EPS-DILUTED> (0.37)
</TABLE>
