SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

Or

Commission file number: 0-27925

Netzee, Inc.
(Exact name of registrant as specified in its charter)

6190 Powers Ferry Road, Suite 400, Atlanta, Georgia 30339
(Address of principal executive offices)

(770) 850-4000
(Registrant’s telephone number including area code)

N/A
(Former name, former address and former fiscal year,
if changed since last report)

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. As of November 10, 2000, there were 26,428,083 shares of the Registrant’s Common Stock outstanding.

NETZEE, INC.

INDEX TO FORM 10-Q

The accompanying notes are an integral part of these balance sheets.

The nine month period ended September 30, 1999 is presented in two columns below due to the acquisition of Direct Access Interactive, Inc. (the “Predecessor”) on March 9, 1999, which established a new basis of accounting for certain assets and liabilities of Netzee, Inc. The purchase method of accounting was used to record assets acquired and liabilities assumed by Netzee, Inc. Such accounting generally results in increased amortization reported in future periods. Accordingly, the accompanying financial statements of the Predecessor and Netzee, Inc. are not comparable in all material respects, since those financial statements report results of operations and cash flows on a different basis of accounting.

NETZEE, INC. AND SUBSIDIARIES

(FORMERLY DIRECT ACCESS INTERACTIVE, INC. (“PREDECESSOR”))

CONSOLIDATED STATEMENTS OF OPERATIONS

The accompanying notes are an integral part of these consolidated statements.

The nine month period ended September 30, 1999 is presented in two columns below due to the acquisition of the Predecessor on March 9, 1999, which established a new basis of accounting for certain assets and liabilities of Netzee, Inc. The purchase method of accounting was used to record assets acquired and liabilities assumed by Netzee, Inc. Such accounting generally results in increased amortization reported in future periods. Accordingly, the accompanying financial statements of the Predecessor and Netzee, Inc. are not comparable in all material respects, since those financial statements report results of operations and cash flows on a different basis of accounting.

NETZEE, INC. AND SUBSIDIARIES
(FORMERLY DIRECT ACCESS INTERACTIVE, INC. (“PREDECESSOR”))
CONSOLIDATED STATEMENTS OF CASH FLOWS

The accompanying notes are an integral part of these consolidated statements.

NETZEE, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND NATURE OF BUSINESS

ORGANIZATION

Netzee, Inc. provides financial institutions with an integrated retail suite of Internet-based products and services, including full-service Internet banking, bill payment, cash management, Internet commerce services, custom web design and hosting, branded portal design, access to brokerage services and implementation and marketing services. Netzee also provides financial institutions with an integrated wholesale suite of products and services, including regulatory reporting software, financial analytic tools and financial information tools.

Direct Access Interactive, Inc. (“Direct Access” or the “Predecessor”) was incorporated on October 10, 1996. On March 9, 1999, Direct Access was purchased by The InterCept Group, Inc. (“InterCept”). Direct Access was operated as a separate subsidiary of InterCept. On August 6, 1999, Direct Access purchased the remote banking operations of SBS Corporation (“SBS”). Direct Access was later merged with and into Netzee. On September 3, 1999, we purchased the Internet banking divisions of TIB The Independent BankersBank (“TIB”) and The Bankers Bank, and we acquired Dyad Corporation and subsidiaries (“Dyad”) and Call Me Bill, LLC (“Call Me Bill”). On December 15, 1999, we purchased DPSC Software, Inc. (“DPSC”). On March 7, 2000, we purchased Digital Visions, Inc. (“DVI”). SBS, TIB, The Bankers Bank, Dyad, Call Me Bill, DPSC and DVI are hereafter collectively referred to as the “Acquired Entities.”

BASIS OF PRESENTATION

The accompanying statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the accompanying unaudited consolidated financial statements reflect all adjustments, which are of a normal recurring nature, to present fairly our financial position, results of operations and cash flows at the dates and for the periods presented. Interim results of operations are not necessarily indicative of results to be expected for a 12-month period. The interim financial statements should be read in conjunction with our Annual Report on Form 10-K, as amended, for the year ended December 31, 1999.

The consolidated statements of operations and statements of cash flows for the Predecessor and our Company are not comparable in all material respects, since those financial statements report the results of operations and cash flows on a different basis of accounting. Although Direct Access was acquired on March 9, 1999, the accompanying unaudited financial statements for the period from March 1, 1999 to September 30, 1999 are presented as if the acquisition occurred on the close of business on February 28, 1999 instead of March 9, 1999. The operations between March 1, 1999 and March 9, 1999 were not material. The consolidated statements of operations and statements of cash flows prior to March 1, 1999 present the results of operations and cash flows of Direct Access, the predecessor to Netzee.

The unaudited consolidated financial statements include the accounts of our company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

In the near future, we will require additional funds to support our operations. We may seek to raise such funds through public or private offering of debt or equity, the sale of assets, or from other sources. No assurance can be given that additional funds will be available, or that if available, such funds will be available on terms favorable to us or our shareholders. The ability of the corporation to continue as a going concern and to meet our obligations as they come due will be dependent upon our ability to raise additional funds.

NEW ACCOUNTING STANDARD

During December 1999, the Securities and Exchange released Staff Accounting Bulletin No. 101, “Revenue Recognition,” (“SAB 101”), to establish guidelines for revenue recognition and enhance revenue recognition disclosure requirements. SAB 101 clarifies basic criteria for revenue recognition and is effective for the quarter ended December 31, 2000. We are currently assessing the impact of adopting SAB 101, as revenue for non-refundable, up-front fees associated with product implementation will be recognized over the term of the underlying contract, rather than upon the completion of product implementation. The cumulative impact of adopting SAB 101 will be reported as a change in accounting principle in the period of adoption. We do not expect the adoption of SAB 101 to have a material impact on our results of operations.

2. ACQUISITION

ACQUISITION OF DIGITAL VISIONS, INC.

In March 2000, we completed the acquisition of substantially all of the assets and assumed certain liabilities of DVI. Based in Minneapolis, Minnesota, DVI provided Internet-based financial and analytical information tools for financial institutions. As consideration for this acquisition, we issued 838,475 shares of common stock. We also issued options to purchase 70,419 shares of common stock in exchange for the cancellation of options to purchase DVI common stock. In addition, we assumed approximately $3.3 million in debt and $1.2 million in operating liabilities. DVI also has the right to receive up to 628,272 additional shares of our common stock if certain revenue targets are met in fiscal years 2000 and 2001.

PRO FORMA RESULTS

The following summary presents unaudited pro forma results of operations assuming that the acquisitions of the Acquired Entities as discussed in Note 1 occurred on January 1, 1999.

3. BASIC AND DILUTED NET LOSS PER SHARE

Basic and diluted net loss per share has been computed in accordance with SFAS No. 128, “Earnings per Share,” using net loss divided by the weighted average number of shares of common stock outstanding for the period presented. Potentially dilutive options to purchase 3,669,991 shares of common stock with a weighted average exercise price of $8.16 per share and 1,849,500 shares of common stock with a weighted average exercise price of $3.96 per share were outstanding at September 30, 2000 and September 30, 1999, respectively. The options have been excluded from the presentation of diluted net loss per share, as they are antidilutive due to the net loss.

4. RELATED-PARTY BORROWINGS

In conjunction with the acquisition of DPSC, we received a commitment for a $15 million line of credit from InterCept. On March 24, 2000, pending the finalization of the line of credit, we issued a promissory note to InterCept in the principal amount of approximately $7.8 million, which reflected the amount borrowed under terms consistent with the commitment as of that date. This note bore interest at a rate of prime plus 2% and was secured by substantially all of our assets. Accrued interest under this note was payable monthly beginning May 1, 2000. The borrowings were used to fund working capital requirements.

In May 2000, the $15 million line of credit agreement with InterCept was finalized. At that time the outstanding principal balance due on the promissory note issued to InterCept was transferred to the line of credit. The line of credit bears interest at a rate of prime plus 2% and is secured by substantially all of our assets. Accrued interest under the line of credit is payable quarterly beginning July 1, 2000. The principal balance is payable at maturity on May 31, 2003. These borrowings are being used to fund working capital requirements. At September 30, 2000 the outstanding balance on the line of credit was $15.0 million.

5. NOTE PAYABLE

On September 29, 2000, Netzee entered into an acquisition agreement with John H. Harland Company (“Harland”) to acquire Harland’s Internet banking and bill payment businesses. Simultaneously with the signing of the acquisition agreement, we borrowed $5.0 million from Harland pursuant to a promissory note. The note bears interest at a rate of prime plus 2% and is secured by substantially all of our assets. Accrued interest under the note is payable quarterly beginning January 1, 2001. The principal balance is payable at maturity on September 29, 2005. Subsequent to September 29, 2002, Harland has the right to demand full payment of the note and all accrued interest with 30 days’ notice. The proceeds from the note are being used to fund working capital requirements.

6. SUBSEQUENT EVENT

On November 10, 2000, pursuant to the terms of the asset purchase agreement dated September 29, 2000, Netzee completed the acquisition of certain operating assets and assumed certain operating liabilities of the Internet banking and bill payment businesses of Harland. The total purchase price was 4.4 million shares of Netzee common stock. The acquisition was accounted for using the purchase method of accounting. The excess of purchase price over net tangible assets was allocated to acquired technology, work force and contracts in process.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL AND CONDITION RESULTS OF OPERATIONS

The following discussion contains statements which constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include all statements that are not statements of historical fact regarding the intent, belief or expectations of Netzee and its management with respect to, among other things: (1) our ability to raise additional capital if and when needed; (2) whether we can successfully combine the operations we have acquired, and operations we may acquire, to create or continue improvements in our financial condition; (3) the anticipated impact of certain events and circumstances; (4) trends affecting our operations, financial condition and business; (5) our growth and operating strategies; (6) our ability to achieve our sales objectives; (7) the continued and future acceptance of and demand for our products and services by our customers and their customers; and (8) whether our current or future strategic marketing alliances, including those with banking organizations, bankers’ banks and other financial institutions, will be successful in generating sales or in improving our business, results of operations or financial condition. The words “may,” “will,” “anticipate,” “believe,” “intend,” “plan,” “allow,” “strategy” and similar expressions are intended to identify forward-looking statements. Such forward-looking statements are not guarantees of future performance and actual results may differ materially from those projected in the forward-looking statements as a result of risks related to the integration of acquired assets and businesses; our ability to achieve, manage or maintain growth and execute our business strategy successfully; our dependence on developing, testing and implementing enhanced and new products and services; our ability to sell our products and services to financial institution customers and their customers; our ability to respond to competition; the volatility associated with Internet-related companies; and various other factors discussed in detail in this Form 10-Q and in the section entitled “Factors that May Affect Our Future Results of Operations or Financial Condition” in our Form 10-K for the fiscal year ended December 31, 1999, as filed with the Securities and Exchange Commission on March 29, 2000, as amended on May 1, 2000 and other reports filed by Netzee under the Securities Exchange Act of 1934, as amended. Netzee undertakes no obligations to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.

Overview

We are a rapidly growing provider of integrated Internet banking products and services and Internet commerce solutions to financial institutions and their customers. We provide a retail suite of integrated Internet banking products and services and Internet commerce solutions to financial institutions. The retail suite provides cost-effective, outsourced, secure and scalable Internet banking and Internet commerce solutions that enable financial institutions to offer to their customers a wide array of financial products and services over the Internet. We also market and sell a wholesale suite of products and services that help fulfill certain operational needs and regulatory requirements of financial institutions. We began to market and sell Internet-based financial information tools in March 2000, as a result of our acquisition of DVI. Our wholesale suite of products and services enables financial institutions to create internal efficiencies and provides employees with information to better manage banking operations.

Prior to July 1, 1999, we derived our revenues from software license, hardware and implementation fees for Internet and telephone banking products and services. Software license, hardware and implementation fees were recognized upon implementation, and maintenance and service fees were recognized on a monthly basis as the services were provided.

During the third and fourth quarters of 1999, we changed pricing policies for our existing retail products and services and modified the pricing policies of the Acquired Entities to more closely match our new pricing policies. For our retail suite of products and services, we charge a fixed monthly fee based on the number and type of products and services purchased by the financial institution. We also charge variable fees that are based on the number of end users and the number of transactions for certain retail products and services. We generally provide products and services under contracts with terms ranging from three to five

years. For some of our wholesale suite of products, we charge an annual software subscription fee based on the products purchased. For other wholesale products, we charge variable fees that are based on the number of end users or transactions initiated by the financial institution.

Our costs of service, license, hardware, implementation and maintenance are comprised of the initial equipment and personnel costs required to implement Internet and telephone banking for our financial institution customers, ongoing personnel and system maintenance costs associated with our data centers, royalties paid to information providers, and production and shipping costs associated with our regulatory reporting software.

Selling and marketing expenses include marketing expenses, sales commissions and costs, and sales employee compensation and benefits. Commissions are paid to sales personnel based on products and services sold.

General and administrative expenses include employee compensation and benefits and general office expenses incurred in the ordinary course of business.

Depreciation consists of depreciation of property, equipment and software.

Amortization of intangible assets relates to purchase accounting adjustments resulting from our acquisitions. These assets have been allocated to acquired technology, workforce, contracts in progress, and goodwill. Intangible assets are being amortized over lives ranging from two to five years.

Stock-based compensation consists of amortization of deferred compensation for certain stock options with an exercise price below the initial public offering price and compensation expense for stock sold or awarded to employees at prices below the initial public offering price.

We use cash loss as a metric to measure company performance. Cash loss is defined as net loss attributable to common shareholders, excluding the non-cash effects of amortization of intangible assets and stock-based compensation. Depreciation expense is included in cash loss as a measure of capital expenditures.

We have incurred operating losses through September 30, 2000. Due to the uncertainty of the realizability of the net operating losses, we have not reflected an income tax benefit in our statements of operations, and we have recorded a valuation allowance for the full amount of our net operating loss carryforwards.

RESULTS OF OPERATIONS

The following tables set forth the results of our operations for the three months and the nine months ended September 30, 1999 and 2000, selected cash flow information for the nine months ended September 30, 1999 and 2000, and selected balance sheet data as of December 31, 1999 and September 30, 2000. These operating results are not necessarily indicative of our future results.

                             Selected Cash Flow Information:

                             Selected Balance Sheet Data:

(1)		The results of operations and statement of cash flows for the Predecessor from January 1, 1999 to February 28, 1999 and the results of operations for Netzee for the period from March 1, 1999 to September 30, 1999 have been combined for comparative purposes.
(2)		Cash loss is defined as net loss attributable to common shareholders, excluding the non-cash effect of amortization of intangibles and stock-based compensation. Depreciation expense is included in cash loss as a measure of capital expenditures. Cash loss and cash loss per share are not measures of financial performance under generally accepted accounting principles and should not be considered as an alternative either to net loss attributable to common shareholders as an indicator of our operating performance, or to cash flow as a measure of our liquidity.

Although we have experienced significant growth in customers and revenues, we have incurred substantial operating losses and negative cash flows from operations due to: our pricing structure of little or no up-front fees, increasing our sales staff, expanding our data center operations and increasing staff required to support our growth. We incurred net losses of approximately $7.7 million and $17.7 million for the three months ended September 30, 1999 and September 30, 2000, respectively. Depreciation, amortization and the amortization of stock-based compensation accounted for 83% of the net loss attributable to common shareholders for the three months ended September 30, 2000. We incurred cash losses of approximately $1.3 million and $3.5 million for the three months ended September 30, 1999 and September 30, 2000, respectively.

We incurred net losses of approximately $8.1 million and $51.4 million for the nine months ended September 30, 1999 and September 30, 2000, respectively. Depreciation, amortization and the amortization of stock-based compensation accounted for 81% of the net loss attributable to common shareholders for the nine months ended September 30, 2000. We incurred cash losses of approximately $1.6 million and $10.8 million for the nine months ended September 30, 1999 and September 30, 2000, respectively. We anticipate that we will continue to incur substantial operating losses and negative cash flows for the foreseeable future.

THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 1999

Revenues

Total revenues increased approximately $4.8 million or 812% from approximately $590,000 for the three months ended September 30, 1999 to approximately $5.4 million for the three months ended September 30, 2000. This increase consisted primarily of an increase in monthly maintenance and service revenues due primarily to the increase in the number of financial institution customers obtained from the Acquired Entities, increased customers from our sales efforts and additional product offerings resulting from acquisitions.

Costs of service, license, hardware, implementation and maintenance

Costs of service, license, hardware, implementation and maintenance increased approximately $2.1 million or 429% from approximately $491,000 for the three months ended September 30, 1999 to approximately $2.6 million for the three months ended September 30, 2000. The increase in the costs of service, license, hardware, implementation and maintenance was due primarily to an increase in the number of new institutional customers for which we have implemented our products. Additionally, we experienced increased data center costs required to support the increase in the total number of institutions to which we provided services.

Selling and marketing expenses

Selling and marketing expenses increased approximately $1.7 million or 288% from approximately $601,000 for the three months ended September 30, 1999 to approximately $2.3 million for the three months ended September 30, 2000. The increase in selling and marketing expenses was primarily due to an increase in sales personnel and an increase in sales commissions paid on new sales. We have also increased our advertising expenditures in order to increase our brand recognition and our end-user penetration.

General and administrative expenses

General and administrative expenses increased approximately $2.6 million or 570% from approximately $455,000 for the three months ended September 30, 1999 to approximately $3.0 million for the three months ended September 30, 2000. The increase in general and administrative expenses was primarily due to increases in overall business and operating activities, an increase in the number of employees and facilities obtained primarily from the Acquired Entities and an increase in management, support staff and general operating expenses resulting from our growth.

Depreciation

Depreciation increased approximately $487,000 or 1,368% from approximately $36,000 for the three months ended September 30, 1999 to approximately $522,000 for the three months ended September 30, 2000. This increase was due primarily to the depreciation of acquired assets and from depreciation associated with capital acquisitions used to support our growth.

Interest expense, net

Net interest expense decreased to approximately $282,000 for the three months ended September 30, 2000 from $344,000 for the three months ended September 30, 1999. The decrease was due to a reduction in debt for the quarter ended September 30, 2000 as compared to the quarter ended September 30, 1999.

Cash loss

Cash loss increased $2.2 million from $1.3 million for the three months ended September 30, 1999 to $3.5 million for the three months ended September 30, 2000. The increase was due to increases in operating expenses, including selling and marketing, general and administrative, depreciation, and preferred dividends. Operating expenses have increased as we have continued to increase our sales staff, expand our data center operations, and increase the staff and general operating expenses necessary to support our growth. The increase in operating expenses has been partially offset by the increase in our revenues.

Amortization expense

Amortization expense increased to approximately $13.4 million for the three months ended September 30, 2000 from approximately $4.3 million for the three months ended September 30, 1999. Amortization expense increased due to an increase in intangible assets recorded as a result of purchase accounting adjustments associated with our acquisitions.

Stock-based compensation

Stock-based compensation expense decreased to approximately $763,000 for the three months ended September 30, 2000 from $2.1 million for the three months ended September 30, 1999. The decrease was due to a decrease in the number of options vesting.

NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 1999

Revenues

Total revenues increased approximately $11.6 million or 1,249% from approximately $931,000 for the nine months ended September 30, 1999 to approximately $12.6 million for the nine months ended September 30, 2000. This increase consisted primarily of an increase in monthly maintenance and service revenues due primarily to the increase in the number of financial institution customers obtained from the Acquired Entities and additional product offerings resulting from acquisitions.

Costs of service, license, hardware, implementation and maintenance

Costs of service, license, hardware, implementation and maintenance increased approximately $5.6 million or 854% from approximately $661,000 for the nine months ended September 30, 1999 to approximately $6.3 million for the nine months ended September 30, 2000. The increase in the costs of service, license, hardware, implementation and maintenance was due primarily to an increase in the number of new institutional customers for which we have implemented our products. Additionally, we experienced increased data center costs required to support the increase in the total number of institutions to which we provided services.

Selling and marketing expenses

Selling and marketing expenses increased approximately $6.6 million or 891% from approximately $741,000 for the nine months ended September 30, 1999 to approximately $7.3 million for the nine months ended September 30, 2000. The increase in selling and marketing expenses was primarily due to an increase in sales personnel and an increase in sales commissions paid on new sales. We have also increased our advertising expenditures in order to increase our brand recognition and our end-user penetration.

General and administrative expenses

General and administrative expenses increased approximately $6.8 million or 1,066% from approximately $641,000 for the nine months ended September 30, 1999 to approximately $7.5 million for the nine months ended September 30, 2000. The increase in general and administrative expenses was primarily due to increases in overall business and operating activities, an increase in the number of employees and facilities obtained primarily from the Acquired Entities and an increase in management, support staff and general operating expenses resulting from our growth.

Depreciation

Depreciation increased approximately $1.1 million or 1,238% from approximately $91,000 for the nine months ended September 30, 1999 to approximately $1.2 million for the nine months ended September 30, 2000. This increase was due primarily to the depreciation of acquired assets and from depreciation associated with capital acquisitions used to support our growth.

Interest expense, net

Net interest expense increased approximately $231,000 from approximately $348,000 for the nine months ended September 30, 1999 to approximately $579,000 for the nine months ended September 30, 2000. The increase was due primarily to a higher average debt balance for debt incurred to fund our operations for the nine months ended September 30, 2000, as compared to a lower average debt balance incurred as a result of our borrowings in August and September 1999 to fund certain acquisitions.

Cash loss

Cash loss increased $9.2 million from $1.6 million for the nine months ended September 30, 1999 to $10.8 million for the nine months ended September 30, 2000. The increase was due to increases in operating expenses, including selling and marketing, general and administrative, depreciation, interest and preferred dividends. Operating expenses have increased as we have continued to increase our sales staff, expand our data center operations, and increase the staff necessary to support our growth. The increase in operating expenses has been partially offset by increases in our revenues.

Amortization expense

Amortization expense increased to approximately $38.3 million for the nine months ended September 30, 2000 from approximately $4.4 million for the nine months ended September 30, 1999. Amortization expense increased due to an increase in intangible assets recorded as a result of purchase accounting adjustments associated with our acquisitions.

Stock-based compensation

Stock-based compensation increased to approximately $2.3 million for the nine months ended September 30, 2000 from $2.1 million for the nine months ended September 30, 1999. Stock-based compensation expense for the nine months ended September 30, 2000 included nine months of amortization for certain stock options issued with an exercise price below the initial public offering price. Stock-based compensation expense for the nine months ended September 30, 1999 was due to the expense associated with the vesting of options and issuance of stock at a price below the initial public offering price in August and September 1999.

LIQUIDITY AND CAPITAL RESOURCES

Our operating activities used cash of approximately $1.6 million and $10.5 million for the period from January 1, 1999 to September 30, 1999 and the period from January 1, 2000 to September 30, 2000, respectively. Cash used in operating activities for the period from January 1, 1999 to September 30, 1999 and the period from January 1, 2000 to September 30, 2000 resulted primarily from our net operating losses.

Our investing activities used cash of approximately $30.5 million and $3.6 million for the period from January 1, 1999 to September 30, 1999 and the period from January 1, 2000 to September 30, 2000, respectively. Cash used in investing activities from January 1, 1999 to September 30, 1999 resulted from the acquisitions of certain Acquired Entities and the purchase of property, equipment and external software development. Cash used in investing activities from January 1, 2000 to September 30, 2000 primarily resulted from the continued investment in hardware for our data centers to support our growth and corporate operations.

Our financing activities generated cash of approximately $32.5 million and $8.1 million for the period from January 1, 1999 to September 30, 1999 and the period from January 1, 2000 to September 30, 2000, respectively. Cash generated for the period from January 1, 1999 to September 30, 1999 was primarily due to borrowings and contributions from InterCept and sales of common stock. Cash generated for the period from January 1, 2000 to September 30, 2000 was primarily from borrowings on the line of credit with InterCept and borrowings from Harland, offset by the repayment of certain debt assumed from the acquisition of DVI.

Netzee has a $15.0 million line of credit with InterCept. The line of credit bears interest at prime plus 2% with a term of three years and is secured by substantially all assets of the Company. Borrowings on the line of credit have been used primarily to fund working capital needs. The outstanding balance on the line of credit was $15.0 million at September 30, 2000.

In September 2000, Netzee issued a promissory note to Harland for $5.0 million. The note bears interest at a rate of prime plus 2% with a term of five years and is secured by substantially all assets of the Company. Proceeds from the note will be used to fund working capital requirements.

The period from January 1 to September 30, 2000 showed a decline of approximately $6.0 million in cash and cash equivalents. This decline is due primarily to our operating losses, the continued expansion of our data centers and corporate operations, and the repayment of debt assumed from the acquisition of DVI, offset by our $5.0 million borrowing from Harland.

On March 2, 2000, warrants to purchase 461,876 shares of common stock were exercised. Proceeds from the exercise of the warrants totaled approximately $1.5 million.

In the near future, we will require additional funds to support our operations. We may seek to raise such funds through public or private offering of debt or equity, the sale of assets, or from other sources. No assurance can be given that additional funds will be available, or that if available, such funds will be available on terms favorable to us or our shareholders. The ability of the corporation to continue as a going concern and to meet our obligations as they come due will be dependent upon our ability to raise additional funds.

YEAR 2000 ISSUE

The year 2000 issue refers to the problems that may have arisen from the improper processing of dates and date-sensitive calculations by computers and embedded microprocessors as the year 2000 was reached. These problems generally arose from the fact that most computer hardware and software components historically have been programmed to use only two digits to identify the year in a date. For example, the computer would recognize a code of “00” as the year 1900 rather than the year 2000. As of November 10, 2000, we had not encountered any significant year 2000 business interruptions or losses, either from our own systems or from those of our suppliers or customers.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We do not use derivative financial instruments in our operations and do not have operations subject to fluctuations in foreign currency exchange rates. We have a line of credit with InterCept and a promissory note with Harland that have interest rates that fluctuate based on the prime rate. As of September 30, 2000, we had $15.0 million outstanding under the InterCept line of credit and $5.0 million outstanding under the promissory note to Harland, which expose us to interest rate risk. Interest rate risk reflects the fact that increases in interest rates, which may increase the interest rate on our borrowings, would make it more costly to borrow funds thereunder and may impede our acquisition and growth strategies if we determine the costs associated with borrowing funds are too high to implement these strategies.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Not applicable.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

      On July 28, 2000, we issued 320,000 shares of common stock in connection with the acquisition of the assets of Card Plus, Inc. used in (1) the development of software and systems and (2) the outsourcing of consultants to major corporations for systems development. All of these shares were placed in escrow for indemnification and other purposes. Additionally, we granted to Card Plus the right to receive up to 228,570 additional shares of common stock upon the attainment of certain revenue and employee retention goals in fiscal year 2001.

      On September 29, 2000, we issued 500,000 shares of Series B 8% Convertible Preferred Stock in exchange for all 500,000 shares of Series A 8% Convertible Preferred Stock that we had issued in connection with the acquisition of DPSC in December 1999. Each such series of preferred stock has substantially identical rights, preferences and limitations, except as follows:

	•		Upon conversion of the Series B Preferred Stock, a holder is entitled to receive all accrued but unpaid dividends thereupon. Under the terms of the Series A Preferred Stock, Netzee was not obligated to pay such dividends upon conversion.
	•		Upon liquidation of Netzee, a holder of the Series B Preferred Stock is entitled to receive all accrued but unpaid dividends thereupon. Under the terms of the Series A Preferred Stock, Netzee was only obligated to pay such dividends to the extent that they were declared but unpaid.

      On November 10, 2000, we issued 4,400,000 shares of common stock in connection with the acquisition of the Internet banking and bill payment products and systems of John H. Harland Company and three of its subsidiaries: Concentrex Incorporated, Meca Software, L.L.C. and MoneyScape Holdings, Inc.

      The shares of common stock and preferred stock issued in each of these transactions were not registered under the Securities Act of 1933, as amended, in reliance upon the exemption provided by Section 4(2) thereof and Rule 506 of Regulation D promulgated thereunder, as a transaction by an issuer not involving any public offering, and, in the case of the preferred stock exchange, upon the exemption provided by Section 3(a)(9) of the Securities Act as an exchange of securities between an issuer and its existing security holders. Appropriate legends were affixed to share certificates issued by the Company in all three transactions, and the Company did not engage in any general solicitation or advertising in connection with offers or sales of these securities. Each of the entities that acquired these securities represented to Netzee that it was an “accredited investor” for purposes of Regulation D.

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

      On September 29, 2000, Netzee and InterCept agreed to amend that certain Credit Agreement dated May 31, 2000 to reflect, among other things, the execution of the Asset Purchase Agreement with Harland and certain of its subsidiaries, the issuance of the $5 million promissory note to Harland, and changes to certain financial and other covenants contained in the Credit Agreement.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS.

		filed with the Securities and Exchange Commission on August 15, 2000, and hereby incorporated by reference herein.
(9)		Portions of this exhibit were omitted pursuant to a confidential treatment request that Netzee, Inc. filed with the Securities and Exchange Commission on August 16, 2000.

(b) Reports on Form 8-K

            Netzee did not file any reports on Form 8-K in the quarter ended September 30, 2000.

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.

EXHIBIT LIST