<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM 10-Q
----------------
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2000
Commission file number 0-27459
Digital Insight Corporation
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
Delaware 77-0493142
<S> <C>
(State of incorporation) (IRS Employer
Identification Number)
</TABLE>
26025 Mureau Road, Calabasas, CA 91302
(Address of principal executive offices, including zip code)
(818) 871-0000
(Registrant's telephone number, including area code)
----------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [_]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Common Stock, $0.001 par value
28,961,197 shares outstanding as of October 31, 2000
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<PAGE>
DIGITAL INSIGHT CORPORATION
FORM 10-Q
INDEX
<TABLE>
<CAPTION>
Page
----
<C> <S> <C>
PART I--FINANCIAL INFORMATION
ITEM 1 Consolidated Financial Statements (Unaudited)
Consolidated Balance Sheets as of September 30, 2000 and
December 31, 1999............................................ 1
Consolidated Statements of Operations for the three and nine
months ended September 30, 2000 and 1999..................... 2
Consolidated Statements of Cash Flows for the nine months ended
September 30, 2000 and 1999.................................. 3
Notes to Consolidated Financial Statements..................... 4
ITEM 2 Management's Discussion and Analysis of Financial Condition and
Results of Operations........................................... 8
ITEM 3 Quantitative and Qualitative Disclosures About Market Risk...... 12
PART II--OTHER INFORMATION
ITEM 1 Legal Proceedings (not applicable)..............................
ITEM 2 Changes in Securities and Use of Proceeds....................... 13
ITEM 3 Defaults upon Senior Securities (not applicable)................
ITEM 4 Submission of Matters to a Vote of Security Holders (not
applicable).....................................................
ITEM 5 Other Information (not applicable)..............................
ITEM 6 Exhibits and Reports on Form 8-K................................ 14
SIGNATURES.............................................................. 15
</TABLE>
<PAGE>
PART I--FINANCIAL INFORMATION
ITEM 1. Financial statements
DIGITAL INSIGHT CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands, except share data)
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
------------- ------------
<S> <C> <C>
Assets
------
Current assets:
Cash and cash equivalents......................... $ 55,111 $ 51,274
Investments....................................... 32,712 27,757
Accounts receivable, net of allowance for doubtful
accounts of $195 and $86 at September 30, 2000
and December 31, 1999, respectively.............. 13,151 7,741
Accumulated implementation costs.................. 435 279
Other current assets.............................. 6,232 3,781
-------- --------
Total current assets............................ 107,641 90,832
Property and equipment, net of accumulated
depreciation of $10,778 and $2,545 at September 30,
2000 and December 31, 1999, respectively........... 30,117 12,363
Goodwill and intangible assets, net of amortization
of $7,258 at September 30, 2000.................... 143,206 --
Other assets........................................ 1,184 293
-------- --------
$282,148 $103,488
======== ========
Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
Accounts payable.................................. $ 2,433 $ 4,060
Accrued compensation and related benefits......... 4,095 3,675
Current portion of capital lease obligations and
note payable..................................... 2,136 360
Customer deposits and deferred revenue............ 8,011 5,937
Other accruals.................................... 6,700 2,879
-------- --------
Total liabilities............................... 23,375 16,911
Long-term portion of capital lease obligations and
note payable....................................... 1,613 393
-------- --------
24,988 17,304
-------- --------
Stockholders' equity:
Common stock, $.001 par value; 100,000,000 shares
authorized; 28,942,959 and 23,018,715 shares
issued and outstanding at September 30, 2000 and
December 31, 1999, respectively.................. 29 23
Additional paid-in capital........................ 333,393 116,771
Notes receivable from stockholders................ (226) (216)
Deferred stock-based compensation................. (9,048) (3,279)
Accumulated deficit............................... (66,988) (27,115)
-------- --------
Total stockholders' equity...................... 257,160 86,184
-------- --------
$282,148 $103,488
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
1
<PAGE>
DIGITAL INSIGHT CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per share data)
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
-------------------- ------------------
2000 1999 2000 1999
--------- --------- -------- --------
<S> <C> <C> <C> <C>
Revenues:
Implementation fees................ $ 2,962 $ 2,794 $ 9,594 $ 6,407
Service fees....................... 11,460 4,428 27,650 11,048
Transaction fees................... 2,854 -- 2,854 --
--------- -------- -------- --------
Total revenues..................... 17,276 7,222 40,098 17,455
--------- -------- -------- --------
Cost of revenues:
Implementation..................... 2,346 1,567 6,768 3,758
Service............................ 5,918 2,518 14,306 6,768
Transaction........................ 2,024 -- 2,024 --
--------- -------- -------- --------
Total cost of revenues............. 10,288 4,085 23,098 10,526
--------- -------- -------- --------
Gross profit......................... 6,988 3,137 17,000 6,929
--------- -------- -------- --------
Operating expenses:
Sales, general and administrative.. 7,291 6,276 23,609 13,264
Research and development........... 5,716 1,975 13,068 4,582
Amortization of stock-based
compensation...................... 2,152 329 2,972 892
Amortization of goodwill and
intangible assets................. 6,958 -- 7,258 --
Merger related expenses............ -- -- 12,658 --
--------- -------- -------- --------
Total operating expenses........... 22,117 8,580 59,565 18,738
--------- -------- -------- --------
Loss from operations................. (15,129) (5,443) (42,565) (11,809)
Interest and other income, net....... 1,045 400 2,692 476
--------- -------- -------- --------
Net loss............................. (14,084) (5,043) (39,873) (11,333)
Accretion of redeemable convertible
preferred stock..................... -- -- -- (136)
--------- -------- -------- --------
Net loss attributable to common
stockholders........................ $ (14,084) $ (5,043) $(39,873) $(11,469)
========= ======== ======== ========
Basic and diluted net loss per
share............................... $ (0.52) $ (0.37) $ (1.63) $ (0.99)
========= ======== ======== ========
Weighted average shares used in
computing basic and diluted net loss
per share........................... 27,079 13,787 24,449 11,574
========= ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
2
<PAGE>
DIGITAL INSIGHT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
<TABLE>
<CAPTION>
Nine months ended
September 30,
-------------------
2000 1999
--------- --------
<S> <C> <C>
Cash flows from operating activities:
Net loss................................................. $ (39,873) $(11,333)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization............................ 3,745 1,098
Amortization of goodwill and intangible assets........... 7,258 --
Amortization of stock-based compensation................. 2,972 892
Interest income on stockholders notes.................... (10) (11)
Changes in operating assets and liabilities, net of
acquisitions:
Accounts receivable..................................... (2,900) (3,497)
Accumulated implementation costs........................ (156) (76)
Other current assets.................................... 906 (1,589)
Other assets............................................ (150) 110
Accounts payable........................................ (3,721) 1,606
Accrued compensation and related benefits............... 98 915
Customer deposits and deferred revenue.................. 1,682 2,351
Other accruals.......................................... (5,460) 1,528
--------- --------
Net cash used in operating activities.................. (35,609) (8,006)
--------- --------
Cash flows from investing activities:
Purchase of investments.................................. (49,707) --
Proceeds from sale of investments........................ 44,752 --
Acquisition payment...................................... (5,000) --
Acquisition of property and equipment.................... (14,495) (6,687)
--------- --------
Net cash used in investing activities.................. (24,450) (6,687)
--------- --------
Cash flows from financing activities:
Principal payments of capital lease obligations and note
payable................................................. (3,842) (1,331)
Proceeds from capital lease obligations and note
payable................................................. 3,000 817
Proceeds from exercise of stock options.................. 1,604 202
Repurchase of redeemable convertible preferred stock..... -- (200)
Proceeds from issuance of redeemable convertible
preferred stock......................................... -- 8,440
Net proceeds from issuance of common stock............... 63,134 31,659
--------- --------
Net cash provided by financing activities.............. 63,896 39,587
--------- --------
Net increase in cash and cash equivalents................. 3,837 24,894
Cash and cash equivalents at beginning of the period...... 51,274 6,635
--------- --------
Cash and cash equivalents at end of the period............ $ 55,111 $ 31,529
========= ========
Supplementary disclosures of cash flow information:
Cash paid during the year for interest................... 201 52
Income tax paid.......................................... 49 --
Supplemental non-cash investing and financing activities:
Acquisition of property and equipment under capital lease
obligations............................................. (3,143) (1,043)
Capital lease obligation incurred........................ 3,143 896
Warrants issued.......................................... 473 147
Effect of Acquisitions:
Accounts receivable...................................... (2,510) --
Property and equipment................................... (3,861) --
Goodwill and intangible assets........................... (150,464) --
Other current assets..................................... (3,357) --
Other assets............................................. (268) --
Accounts payable and accrued compensation and benefits... 2,094 --
Capital lease obligation................................. 695 --
Customer deposits and deferred revenue................... 714 --
Other accruals........................................... 9,281 --
Common stock issued in acquisitions...................... 142,676 --
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE>
DIGITAL INSIGHT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. The Company and Summary of its Significant Accounting Policies
The Company
Digital Insight Corporation (the "Company"), which incorporated in March
1997, provides Internet banking services to credit unions, banks and savings
and loans. The Company's Internet banking services include home banking for
individual customers, business banking for commercial customers, a target
marketing program to increase financial services to end users, and customized
web site design and implementation services. In addition, the Company, through
its acquisition of AnyTime Access, Inc. ("ATA"), is a provider of services
that allow credit unions, banks and insurance companies to outsource their
consumer loan origination and processing functions. Substantially all of the
Company's revenues are derived from these services.
The Company originally operated as Digital Insight LLC, a Minnesota limited
liability company, which was formed in July 1995. On March 18, 1997, all
members of Digital Insight LLC converted their capital balances to shares of
Series A mandatorily redeemable convertible preferred and common stock of
Digital Insight Corporation, a Delaware corporation, in accordance with a
Member Control Agreement.
The Company completed its initial public stock offering of 4,025,000 shares
of common stock, par value $0.001 per share (the "Common Stock"), in October
1999. In conjunction with the offering, the Company's Series A, B and C
mandatorily redeemable convertible preferred stock was automatically converted
into Common Stock.
On February 10, 2000, the Company merged with nFront, Inc. ("nFront"). The
merger was accounted for as a pooling of interests and was effected by the
exchange of 8,253,735 shares of Common Stock for all of the outstanding shares
of nFront common stock. In addition, the Company converted the nFront stock
options into options to purchase 627,926 shares of Common Stock. The financial
results for the Company and nFront have been combined for the historical
periods presented in accordance with the pooling of interests method.
On August 4, 2000, the Company completed its secondary public offering by
issuing 2,150,000 shares of Common Stock at a price of $31.00 per share (not
including underwriting discounts and commissions). The offering resulted in
gross proceeds of approximately $66.7 million and net proceeds of
approximately $62.7 million.
The accompanying consolidated financial statements for the three and nine
months ended September 30, 2000 and 1999 have been prepared in accordance with
generally accepted accounting principles ("GAAP") and with the instructions to
Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote
disclosures normally included in financial statements in accordance with GAAP
have been omitted or condensed in accordance with quarterly reporting
requirements of the Securities and Exchange Commission (the "SEC").
Independent accountants have not audited these consolidated financial
statements. The consolidated financial statements, however, include all
adjustments (consisting of normal recurring adjustments), which are, in the
opinion of management, necessary for a fair statement of the consolidated
financial condition, results of operations and cash flows for such periods.
However, these results are not necessarily indicative of results for any other
interim period or for the full year. The accompanying consolidated balance
sheet as of December 31, 1999 has been derived from the audited consolidated
financial statements, but does not include all disclosures required by GAAP.
Management believes that the disclosures included in the accompanying
interim consolidated financial statements and footnotes are adequate to make
the information not misleading, but should be read in conjunction with the
consolidated financial statements and notes thereto included in the Company's
annual report on Form 10-K for the year ended December 31, 1999, and the
consolidated financial statements and notes thereto included in the Company's
Registration Statement on Form S-1 , declared effective on July 31, 2000.
4
<PAGE>
DIGITAL INSIGHT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Net loss per share
The Company computes net loss per share in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share," and SEC
Staff Accounting Bulletin No. 98 ("SAB 98"). Under the provisions of SFAS No.
128 and SAB 98, basic and diluted net loss per 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 share excludes potential common shares if
the effect is antidilutive. Potential common shares are composed of Common
Stock subject to repurchase rights and incremental shares of Common Stock
issuable upon the exercise of stock options and warrants and upon conversion
of redeemable convertible preferred stock.
Pursuant to SAB 98, common shares issued in each of the periods presented
for nominal consideration, if any, would be included in the per share
calculation as if they were outstanding for all periods presented. No such
shares have been issued.
New accounting standards
In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities." The
new standard requires companies to record derivatives on their balance sheets
as assets or liabilities, measured at fair value. Under SFAS No. 133, gains or
losses resulting from changes in the values of derivatives are to be reported
in the statement of operations or as a deferred item, depending on the use of
the derivatives and whether they qualify for hedge accounting. The Company is
required to adopt SFAS No. 133 in the first quarter of 2001. To date, the
Company has not engaged in any hedging activity and does not expect adoption
of this new standard to have a significant impact on the Company.
In December 1999, the SEC issued Staff Accounting Bulletin 101 ("SAB 101"),
"Revenue Recognition in Financial Statements," which provides guidance on the
recognition, presentation and disclosure of revenue in financial statements
filed with the SEC. SAB 101 outlines the basic criteria that must be met to
recognize revenue and provides guidance for disclosure related to revenue
recognition policies. The Company is required to adopt SAB 101 no later than
the quarter ended December 31, 2000. In October 2000, the SEC issued
additional guidance on SAB 101 in the form of its Frequently Asked Questions
and Answers publication. At this time, the Company is still assessing the
impact of SAB 101 and its effect on the Company's consolidated financial
position, results of operations and cash flows.
In March 2000, the FASB issued FASB Interpretation ("FIN") No. 44,
"Accounting for Certain Transactions Involving Stock Compensation." FIN No. 44
provides guidance for issues arising in applying APB Opinion No. 25,
"Accounting for Stock Issued to Employees." FIN No. 44 applies specifically to
new awards, exchanges of awards in a business combination, modification to
outstanding awards and changes in grantee status that occur on or after July
1, 2000, except for the provisions related to repricings and the definition of
an employee which apply to awards issued after December 15, 1998. Application
of FIN No. 44 did not have an impact on the Company's financial reporting.
2. Acquisitions
On June 21, 2000, the Company completed its acquisition of 1View Network
Corporation ("1View"), a company based in San Francisco, California, that
provides electronic information aggregation solutions for the financial
services market. The purchase price, subject to adjustment if 1View did not
meet certain performance objectives, consisted of $5 million in cash and
1,100,000 shares of Common Stock and shares underlying options to purchase
Common Stock in exchange for all of the outstanding shares and options of
1View. The Common
5
<PAGE>
DIGITAL INSIGHT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Stock issued in connection with the acquisition was valued at approximately
$38.7 million (excluding the value of the 178,112 shares subject to
performance requirements). The acquisition was accounted for using the
purchase method of accounting. The purchase price was allocated to the
estimated fair value of the assets acquired and liabilities assumed. The
estimated fair value of the assets acquired and liabilities assumed
approximated the historical cost basis, and the purchase price allocation
indicates goodwill of approximately $38.8 million, which will be amortized on
a straight-line basis over the estimated life of three years. In addition,
deferred compensation was recorded in the amount of $6.6 million for the
unvested stock options assumed in connection with the acquisition, and will be
amortized over the estimated service period of the employees. At September 30,
2000, 1View had not met the established performance objectives. Therefore, the
former majority stockholder of 1View is obligated to return to the Company $3
million in cash (included in other assets) and 178,112 shares of the Common
Stock, which are being held in escrow.
On July 31, 2000, the Company completed its acquisition of ATA, a company
based in Sacramento, California that provides services and solutions that
allow credit unions, banks and other financial institutions to outsource
certain consumer communication and other administrative functions associated
with consumer loan originations. The Company issued 2,121,862 shares of Common
Stock and shares underlying options and warrants to purchase Common Stock with
an estimated fair value of $112.7 million in exchange for all of the
outstanding shares, options and warrants of ATA. The acquisition was accounted
for using the purchase method of accounting. The purchase price was allocated
to the estimated fair value of assets acquired and liabilities assumed. The
estimated fair value of the assets acquired and liabilities assumed
approximate the historical cost basis, and the purchase price allocation
indicates goodwill and identifiable intangible assets of approximately $111.7
million, which is being amortized over an aggregate life of five years. In
addition, deferred compensation in the amount of $2.2 million was recorded for
the unvested stock options to be assumed in connection with the acquisition,
and will be amortized over the estimated service period of the employees.
3. Pro forma net loss per share
Pro forma net loss per share for the three and nine months ended September
30, 2000 and 1999 is computed using the weighted average number of common
shares outstanding, including the pro forma effects of the automatic
conversion of the Company's redeemable convertible preferred stock into shares
of Common Stock effective upon the closing of the Company's and nFront's
initial public offerings as if such conversions occurred on January 1, 1999 or
at the date of original issuance, if later. The resulting pro forma adjustment
includes increases in the weighted average shares used to compute basic and
diluted net loss per common share of 4,801,000 for the three months ended
September 30, 1999 and 5,114,000 for the nine months ended September 30, 1999.
The pro forma net loss calculation derived by excluding non-cash amortization
of stock-based compensation, amortization of goodwill and intangible assets
and non-recurring merger related expenses is not a GAAP disclosure but is
included for informational purposes only, as follows;
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
-------------------- ------------------
2000 1999 2000 1999
--------- --------- -------- --------
(In thousands, except for per share
data)
<S> <C> <C> <C> <C>
Pro forma excluding stock-
based compensation,
amortization of goodwill and
intangible assets, merger
related expenses and
accretion of redeemable
convertible preferred stock:
Pro forma net loss.......... $ (4,974) $ (4,714) $(16,985) $(10,441)
Pro forma net loss per
share...................... $ (0.18) $ (0.25) $ (0.69) $ (0.63)
Weighted average shares used
in computing pro forma net
loss per share............. 27,079 18,588 24,449 16,688
</TABLE>
6
<PAGE>
DIGITAL INSIGHT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
4. Note payable
In August 2000, the Company obtained a $10 million equipment line of credit
evidenced by a Multiple Disbursement Note from a bank, secured by the
participating equipment and cash. All or a portion of the principal may be
borrowed from time to time prior to August 31, 2001. Interest will accrue at
either (i) the bank's prime rate less 1% or (ii) 1.5% above the rate stated on
the certificate of deposit pledged as collateral for the note. Interest will
be paid monthly, commencing September 30, 2000. Principal will be paid in 36
monthly installments, commencing September 1, 2001. As of September 30, 2000,
the Company had no borrowings outstanding on this equipment line of credit.
5. Subsequent events
In connection with the 1View acquisition, a portion of the purchase price
($3 million in cash and 178,112 shares of Common Stock) was held in escrow
pending 1View's attainment of certain performance objectives. Since 1View did
not attain such performance objectives, the contingent cash and shares of
common stock were returned to the Company in November 2000.
7
<PAGE>
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion should be read in conjunction with the accompanying
Consolidated Financial Statements and Notes thereto. The forward-looking
statements included in Management's Discussion and Analysis of Financial
Condition and Results of Operations ("MD&A") relating to anticipated financial
performance, business prospects, anticipated capital expenditures and other
similar matters reflect management's best judgment based on factors currently
known. These statements involve numerous risks and uncertainties, and actual
results and experience could differ materially from the anticipated results or
other expectations expressed in the Company's forward-looking statements as a
result of a number of factors, including but not limited to those discussed in
the MD&A and under the caption "Risk Factors" in the Company's Registration
Statement on Form S-1 declared effective July 31, 2000, on file with the SEC.
Results of Operations
The discussion of the results of operations compares the three months ended
September 30, 2000 with the three months ended September 30, 1999 and the nine
months ended September 30, 2000 with the nine months ended September 30, 1999.
In February 2000, the Company merged with nFront in a pooling of interests
transaction. Accordingly, the financial results for the Company and nFront have
been combined for the historical periods presented.
Comparison of Three Months Ended September 30, 2000 and September 30, 1999
Results of Operations: The net loss attributable to common stockholders for
the three months ended September 30, 2000 was $14.1 million, compared to $5.0
million for the corresponding period in 1999.
Revenues: Revenues for the three months ended September 30, 2000 were $17.3
million, an increase of 139.2% from the $7.2 million reported for the same
period of the prior year. This increase was primarily due to the growth in
service fees from $4.4 million for the three months ended September 30, 1999 to
$11.5 million for the three months ended September 30, 2000 and the acquisition
of ATA, which contributed transaction revenue of $2.9 million.
At September 30, 2000, the Company had contracts with a total of 1,155
customers, 926 of which had contracted for Internet banking services, 378 of
which had contracted for cash management services and 164 of which had
contracted for on-line lending services. There were 1,348,000 active Internet
banking end users at the end of the quarter, up 132% from a year earlier and
18% from the prior quarter. The Company had a total of 661 live Internet
banking customers at September 30, 2000, representing 19.1 million potential
end users. At September 30, 2000, the Company's overall penetration rate was
7.1%. The total number of potential end users at the 926 contracted Internet
banking institutions was 22.5 million. The Company expects customer turnover as
part of its business but does not believe such turnover will have a material
impact on its future financial results.
Cost of Revenues: Cost of revenues consists of implementation, service and
transaction costs. Implementation costs are comprised primarily of salaries for
implementation personnel and fees paid to third parties, including bill payment
and data processing vendors. Service costs consist primarily of salaries and
related personnel expenses, network costs, expenses related to the operation of
the Company's data centers and fees paid to third parties, including bill
payment vendors, data processing vendors and communication services providers.
Transaction costs are comprised primarily of salaries and related personnel
expenses and fees paid to third parties.
Cost of revenues increased from $4.1 million for the three months ended
September 30, 1999 to $10.3 million for the three months ended September 30,
2000, representing an increase of 151.8%. The increase in cost of revenues was
primarily due to the costs of implementing and servicing additional financial
institutions and the acquisition of ATA, which contributed transaction cost of
revenues of $2 million.
8
<PAGE>
Sales, General and Administrative: Sales, general and administrative
expenses consist primarily of salaries and related expenses for executive,
sales, marketing, finance, human resources, administrative personnel and other
general corporate expenses. In addition, these expenses include marketing
expenses, such as trade shows and promotional costs.
Sales, general and administrative expenses increased 16.2%, from $6.3
million for the three months ended September 30, 1999 to $7.3 million for the
three months ended September 30, 2000. This increase was primarily due to an
increase in personnel expenses due to increased staffing, including new senior
management positions and growth in recruiting and human resources expenses
resulting from the acquisitions of nFront, 1View and ATA. As a percentage of
revenues, sales general and administrative expenses decreased from 86.9% for
the three months ended September 30, 1999 to 42.2% for the three months ended
September 30, 2000.
Research and Development: Research and development expenses consist
primarily of salaries, related personnel expenses and consultant fees related
to the design, development, testing and enhancement of both the Company's
products and its data processing vendor interface software. The Company
expenses all research and development costs as incurred.
Research and development expenses increased from $2.0 million for the three
months ended September 30, 1999 to $5.7 million for the three months ended
September 30, 2000. This increase was primarily due to higher personnel
expenses related to additional full-time software engineering staff required
for the functional enhancement of existing products and to a lesser extent due
to costs incurred for the development of new products. Research and
development expenses as a percentage of revenues increased from 27.3% for the
three months ended September 30, 1999 to 33.1% for the three months ended
September 30, 2000.
Amortization of stock-based compensation: Amortization of stock-based
compensation increased from $329,000 for the three months ended September 30,
1999 to $2.2 million for the three months ended September 30, 2000. This
increase was due primarily the stock-based compensation related to the
unvested options assumed in the acquisitions of 1View and ATA.
Amortization of Goodwill and Intangible Assets: The acquisitions of 1View
and ATA generated goodwill and intangible assets of approximately $150.5
million, which will be amortized on a straight-line basis over the estimated
lives of three to five years.
Interest and Other Income, net: Interest and other income, net increased
from $400,000 for the three months ended September 30, 1999 to $1 million for
the three months ended September 30, 2000. This increase was primarily due to
higher average cash balances in the three months ended September 30, 2000, as
a result of the Company's secondary public offering completed in August 2000.
Comparison of Nine Months Ended September 30, 2000 and September 30, 1999
Results of Operations: The net loss attributable to common stockholders for
the nine months ended September 30, 2000 was $39.9 million, compared to $11.5
million for the corresponding period in 1999.
Revenues: For the nine months ended September 30, 2000, revenues were $40.1
million, an increase of 129.7% from $17.5 million in revenues for the
corresponding period in 1999. This increase was primarily due to the growth in
service fees from $11 million for the nine months ended September 30,1999 to
$27.7 million for the nine months ended September 30, 2000 and the acquisition
of ATA, which contributed transaction revenue of $2.9 million.
At September 30, 2000, the Company had contracts with a total of 1,155
customers, 926 of which had contracted for Internet banking services, 378 of
which had contracted for cash management services and 164 of which had
contracted for on-line lending services. There were 1,348,000 active Internet
banking end users at the end of the quarter, up 132% from a year earlier and
18% from the prior quarter. The Company had a total of 661
9
<PAGE>
live Internet banking customers at September 30, 2000, representing 19.1
million potential end users. At September 30, 2000, the Company's overall
penetration rate was 7.1%. The total number of potential end users at the 926
contracted Internet banking institutions was 22.5 million. The Company expects
customer turnover as part of its business but does not believe such turnover
will have a material impact on its future financial results.
Cost of Revenues: Cost of revenues consists of implementation, service and
transaction costs. Implementation costs are comprised primarily of salaries
for implementation personnel and fees paid to third parties, including bill
payment and data processing vendors. Service costs consist primarily of
salaries and related personnel expenses, network costs, expenses related to
the operation of the Company's data center and fees paid to third parties,
including bill payment vendors, data processing vendors and communication
services providers. Transaction costs are comprised primarily of salaries and
related personnel expenses and fees paid to third parties.
Cost of revenues increased from $10.5 million for the nine months ended
September 30, 1999 to $23.1 million for the nine months ended September 30,
2000. The increase in cost of revenues is primarily due to the costs of
implementing and servicing additional financial institutions and the
acquisition of ATA, which contributed transaction cost of revenues of $2
million.
Sales, General and Administrative: Sales, general and administrative
expenses consist primarily of salaries and related expenses for executive,
sales, marketing, finance, human resources and administrative personnel and
other general corporate expenses. In addition, these expenses include
marketing expenses such as trade shows and promotional costs.
Sales, general and administrative expenses increased 78.0%, from $13.3
million for the nine months ended September 30, 1999 to $23.6 million for the
nine months ended September 30, 2000. This increase was primarily due to an
increase in personnel expenses due to increased staffing, including new senior
management positions and growth in recruiting and human resources expenses
resulting from the acquisitions of nFront, 1View and ATA. As a percentage of
revenues, sales general and administrative expenses decreased from 76.0% for
the nine months ended September 30, 1999 to 58.9% for the nine months ended
September 30, 2000.
Research and Development: Research and development expenses consist
primarily of salaries, related personnel expenses and consultant fees related
to the design, development, testing and enhancement of both the Company's
products and its data processing vendor interface software. The Company
expenses all research and development costs as incurred.
Research and development expenses increased from $4.6 million for the nine
months ended September 30, 1999 to $13.1 million for the nine months ended
September 30, 2000. This increase was primarily due to higher personnel
expenses related to additional full-time software engineering staff required
for the functional enhancement of existing products and to a lesser extent due
to costs incurred for the development of new products. Research and
development expenses as a percentage of revenues increased from 26.3% for the
nine months ended September 30, 1999 to 32.6% for the nine months ended
September 30, 2000.
Amortization of stock-based compensation: Amortization of stock-based
compensation increased from $892,000 for the nine months ended September 30,
1999 to $3.0 million for the nine months ended September 30, 2000. This
increase was due primarily the stock-based compensation related to the
unvested options assumed in the acquisitions of 1View and ATA.
Amortization of Goodwill and Intangible Assets: The acquisitions of 1View
and ATA generated goodwill and intangible assets of approximately $150.5
million, which will be amortized on a straight-line basis over the estimated
lives of three to five years.
Merger-related expenses: One-time merger-related expenses represent merger
costs comprised of direct transaction costs and redundant costs related to the
nFront merger consummated on February 10, 2000.
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Interest and Other Income, net: Interest and other income, net increased
from $476,000 for the nine months ended September 30, 1999 to $2.7 million for
the nine months ended September 30, 2000. This increase was primarily due to
higher average cash balances in the nine months ended September 30, 2000, as a
result of the initial public offerings of the Company and nFront, completed in
October 1999 and July 1999, respectively and the Company's secondary public
offering completed in August 2000.
Provision for Income Taxes
The Company incurred operating losses through September 30, 2000, and
therefore has not recorded a provision for income taxes. The Company has
provided a full valuation allowance on its deferred tax asset consisting
primarily of net operating loss carry-forwards because of uncertainty
regarding their realizability.
Liquidity and Capital Resources
At September 30, 2000, the Company had cash, cash equivalents and short-term
investments of $87.8 million. In May 2000, the Company obtained a $10 million
secured revolving credit commitment (the "Revolver") from a bank, which
matures in May 2001. Interest on the outstanding borrowings is payable
monthly. The interest rate on the Revolver is equal to the bank's prime rate.
The Revolver is secured by all of the Company's assets. As of September 30,
2000, the Company had no outstanding advances on the Revolver.
In August 2000, the Company obtained a $10 million equipment line of credit
evidenced by a Multiple Disbursement Note from a bank, secured by the
participating equipment and cash. All or a portion of the principal may be
borrowed from time to time prior to August 31, 2001. At the Company's option,
interest will accrue at either (i) the bank's prime rate less 1% or (ii) 1.5%
above the rate stated on the certificate of deposit pledged as collateral for
the note. Interest will be paid monthly, commencing September 30, 2000.
Principal will be paid in 36 monthly installments, commencing September 1,
2001. As of September 30, 2000, the Company had no borrowings outstanding on
this equipment line of credit.
Net cash used in operating activities was $35.6 million for the nine months
ended September 30, 2000 and $8.0 million for the nine months ended September
30, 1999. The increase in cash used in operating activities was primarily due
to increased personnel costs combined with the non-recurring costs related to
the nFront merger. These increased expenses were partially offset by higher
revenues.
Net cash used in investing activities was $24.5 million for the nine months
ended September 30, 2000 and $6.7 million for the nine months ended September
30, 1999. The increase in cash used in investing activities was primarily due
to infrastructure expansion to meet end user growth, expenditures for
computers and other equipment for the Company's backup data centers and the
acquisition of 1View.
Net cash provided by financing activities was $63.9 million for the nine
months ended September 30, 2000 compared to $39.6 million for the nine months
ended September 30, 1999. The increase in cash provided by investing
activities was primarily due to the Company's secondary public offering, which
was completed on August 4, 2000. The Company issued 2,150,000 shares of Common
Stock, at a price of $31.00 per share (not including underwriting discounts
and commissions). The offering resulted in gross proceeds of approximately
$66.7 million and net proceeds of approximately $62.7 million. The Company
expects to use the proceeds from this offering for general corporate purposes,
including working capital and capital expenditures.
The Company has no material commitments other than its Revolver, equipment
line of credit and obligations under its operating and capital leases. Future
capital requirements will depend upon many factors, including the timing of
research and product development efforts and the expansion of the Company's
marketing efforts. The Company expects to continue to expend significant
amounts on expansion of facility infrastructure, ongoing research and
development, computer and related data center equipment, and personnel.
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The Company believes that its cash, cash equivalents and short-term
investment balances will be sufficient to satisfy its cash requirements for at
least the next 12 months. The Company intends to invest its cash in excess of
current operating requirements in short-term, interest-bearing, investment
grade securities.
New Accounting Standards
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." The new standard requires companies to
record derivatives on their balance sheets as assets or liabilities, measured
at fair value. Under SFAS No. 133, gains or losses resulting from changes in
the values of derivatives are to be reported in the statement of operations or
as a deferred item, depending on the use of the derivatives and whether they
qualify for hedge accounting. The Company is required to adopt SFAS No. 133 in
the first quarter of 2001. To date, the Company has not engaged in any hedging
activity and does not expect adoption of this new standard to have a
significant impact on the Company.
In December 1999, the SEC issued SAB 101, "Revenue Recognition in Financial
Statements," which provides guidance on the recognition, presentation and
disclosure of revenue in financial statements filed with the SEC. SAB 101
outlines the basic criteria that must be met to recognize revenue and provides
guidance for disclosure related to revenue recognition policies. The Company
is required to adopt SAB 101 no later than the quarter ended December 31,
2000. In October 2000, the SEC issued additional guidance on SAB 101, in the
form of its Frequently Asked Questions and Answers publication. At this time,
the Company is still assessing the impact of SAB 101 and its effect on the
Company's financial position and results of operations.
In March 2000, the FASB issued FIN No. 44, "Accounting for Certain
Transactions Involving Stock Compensation." FIN No. 44 provides guidance for
issues arising in applying APB Opinion No. 25, "Accounting for Stock Issued to
Employees." FIN No. 44 applies specifically to new awards, exchanges of awards
in a business combination, modification to outstanding awards and changes in
grantee status that occur on or after July 1, 2000, except for the provisions
related to repricings and the definition of an employee which apply to awards
issued after December 15, 1998. Application of FIN No. 44 did not have an
impact on the Company's financial reporting.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to the impact of interest rate changes and changes in
the market values of its investments. The Company's interest income is
sensitive to changes in general level of U.S. interest rates. In this regard,
changes in U.S. interest rates affect the interest earned by the Company on
its cash equivalents. The Company's exposure to market rate risk for changes
in interest rates relates primarily to its investment portfolio. The Company
has not used derivative financial instruments in its investment portfolio. The
Company invests its excess cash in debt instruments of the U.S. Government and
its agencies, and in high-quality corporate issuers and, by policy, limits the
amount of credit exposure to any one issuer. The Company protects and
preserves its invested funds by limiting default, market and reinvestment
risk. Investments in both fixed rate and floating rate interest earning
instruments carry a degree of interest rate risk. Fixed rate securities may
have their fair market value adversely impacted due to a rise in interest
rates, while floating rate securities may produce less income than expected if
interest rates fall. 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 that have declined in market value due to changes in interest
rates.
The Company is also exposed to the impact of interest rate changes as they
affect the Revolver and its equipment line of credit. Since the interest rate
charged on the these credit facilities varies with the bank's prime rate, the
Company's interest expense will fluctuate with changes in general level of
U.S. interest rates. As of September 30, 2000, the Company had no outstanding
advances under either of these credit facilities.
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PART II--OTHER INFORMATION
ITEM 2. Changes in Securities and Use of Proceeds
(c) Recent Sales of Unregistered Securities.
On July 31, 2000, the Company issued an aggregate of 2,121,862 shares of
unregistered Common Stock and options and warrants to purchase Common Stock to
the securityholders of ATA in connection with the acquisition of ATA. The
Company relied on Section 3(a)(10) of the Securities Act of 1933 in connection
with the issuance of these securities.
In conjunction with its acquisition of ATA, the Company has assumed all
outstanding warrants of ATA, specifically the following:
1) On July 31, 2000, the Company assumed the original warrant dated
October 28, 1996 issued by ATA to Comdisco, Inc. The original warrant to
purchase shares of ATA Series A preferred stock was issued in connection
with the execution of a Master Lease Agreement. The original warrant has
been converted to a warrant to purchase 36,761 shares of Common Stock at a
purchase price of $4.42 per share.
2) On July 31, 2000, the Company assumed the original warrant dated
September 26, 1997 issued by ATA to Comdisco, Inc. The original warrant to
purchase shares of ATA Series B preferred stock was issued in connection
with the execution of a Master Lease Agreement. The original warrant has
been converted to a warrant to purchase 6,164 shares of Common Stock at a
purchase price of $25.95 per share.
3) On July 31, 2000, the Company assumed the original warrant dated May
7, 1999, issued by ATA to Silicon Valley Bank. The original warrant
provides Silicon Valley Bank with the right to purchase 3,853 shares Common
Stock at a purchase price of $25.95 per share, on an as-converted basis.
4) On July 31, 2000, the Company assumed the original warrant dated July
1, 1999, issued by ATA to Silicon Valley Bank. The original warrant
provides Silicon Valley Bank with the right to purchase 1,430 shares of
Common Stock at a purchase price of $25.95 per share, on an as-converted
basis.
(d) Use of Proceeds From Sales of Registered Securities.
On July 31, 2000, the Company's second registration statement filed on Form
S-1 under the Securities Act (No. 333-41196) relating to the Company's
secondary public offering of Digital Insight Common Stock was declared
effective. A total of 4,000,000 shares of Common Stock were sold, 2,150,000
shares which were sold by the Company and 1,850,000 shares of which were sold
by certain stockholders. The shares were sold at a price of $31.00 per share
to an underwriting syndicate led by Morgan Stanley & Co., Incorporated, Banc
of America Securities LLC, Chase Securities Inc., Deutsche Bank Securities
Inc., and Friedman, Billings, Ramsey & Co., Inc. Public trading commenced on
August 1, 2000 and the offer closed on August 4, 2000. The secondary public
offering resulted in gross proceeds of approximately $66.7 million, $3.3
million of which was applied toward underwriting discounts and commissions.
Expenses related to the offering totaled approximately $720,000. The Company
received net proceeds in the amount of approximately $62.6 million.
The Company expects to use the proceeds from the secondary offering and the
balance of the proceeds from the initial offering for general corporate
purposes, including working capital and capital expenditures. In addition, a
portion of the proceeds may also be used to acquire or invest in complementary
businesses or products, or to obtain rights to use complementary technologies,
although there are no current plans for any of these transactions. Pending use
of the net proceeds for the above purposes, the Company intends to invest
these funds in short-term, interest bearing, and investment grade obligations.
None of the Company's net proceeds of the public offerings were paid directly
or indirectly to any director, officer, general partner of Digital Insight or
their associates, persons owning 10% or more of any class of equity securities
of Digital Insight, or an affiliate of Digital Insight.
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ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
<TABLE>
<C> <S>
4.1 Warrant Agreement to Purchase Shares of Common Stock of Digital Insight
Corporation, dated July 31, 2000 issued to Comdisco, Inc. Filed herewith.
4.2 Warrant Agreement to Purchase Shares of Common Stock of Digital Insight
Corporation, dated July 31, 2000 issued to Comdisco, Inc. Filed herewith.
4.3 Warrant Agreement to Purchase Shares of Preferred Stock of AnyTime
Access, Inc., dated May 7, 1999 issued to Silicon Valley Bank. Filed
herewith.
4.4 Warrant Agreement to Purchase Shares of Preferred Stock of AnyTime
Access, Inc., dated July 1, 1999 issued to Silicon Valley Bank. Filed
herewith.
10.1 Multiple Disbursement Note dated August 18, 2000 between City National
Bank and the Registrant. Filed herewith.
10.2 Security Agreement dated August 18, 2000 between City National Bank and
the Registrant. Filed herewith.
10.3 Letter dated September 5, 2000 from City National Bank to Registrant
regarding the Security Agreement dated August 18, 2000. Filed herewith.
10.4 Letter dated July 20, 2000, detailing employment agreement between Tom
Bollum, EVP General Manager, and the Registrant. Filed herewith.
10.5 Letter dated September 11, 2000, detailing employment agreement between
Joe McDoniel, Senior Vice President Operations, and the Registrant. Filed
herewith.
10.6 Letter dated September 28, 2000 detailing employment agreement between
Robert Surridge, Senior Vice President, Lending Division, and the
Registrant. Filed herewith.
10.7 Option Agreement dated September 14, 2000 between Joe McDoniel and
Registrant. Filed herewith.
27.1 Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K
On July 6, 2000, the Company filed a Current Report on Form 8-K, under Item
2 of Form 8-K, announcing the completion of its acquisition of 1View Network
Corporation.
On August 14, 2000, the Company filed a Current Report on Form 8-K, under
Item 2 of Form 8-K, announcing the completion of its acquisition of AnyTime
Access, Inc. This Current Report on Form 8-K included financial statements of
AnyTime Access, Inc. and pro forma financial information for the acquisition.
On August 14, 2000, the Company filed an Amendment No. 1 to Current Report
on Form 8-K, under Item 2 of Form 8-K, with respect to the Company's
acquisition of 1View Network Corporation. This Current Report on Form 8-K
included financial statements of 1View Network Corporation and pro forma
financial information for the acquisition.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DIGITAL INSIGHT CORPORATION
Date: November 13, 2000 By: /s/ Kevin McDonnell
----------------------------------
Kevin McDonnell
Senior Vice President,
Chief Financial Officer and
Secretary
(Principal Financial and
Accounting Officer)
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