<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000
------------------------------
[ ] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission file number 333-89561
E-XACT TRANSACTIONS, LTD
------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 98-0212722
(State of Incorporation) (IRS Employer Identification No.)
143 UNION BOULEVARD, SUITE 850, P.O. BOX 38 LAKEWOOD, COLORADO 80228
(Address of principal executive offices) (City, state, zip code)
Registrant's telephone number, including area code: (303) 716-7090
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 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
--- ---
Transitional Small Business Disclosure format (check one):
Yes No X
--- ---
The number of shares outstanding of the Registrant's $0.001 par value common
stock on May 22, 2000 was 8,447,000.
Page 1 of 15 Pages
<PAGE> 2
E-XACT TRANSACTIONS, LTD
FORM 10-QSB
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION PAGE
----
<S> <C>
Item 1. Balance Sheets - March 31, 2000 and December 31, 1999 3
Statements of Operations - Three Months Ended
March 31, 2000 and 1999 4
Statement of Stockholders' Equity - March 31, 2000 5
Statements of Cash Flows - Three Months Ended
March 31, 2000 and 1999 6
Notes to Financial Statements 7 - 9
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 10 - 15
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 16
Item 2. Changes in Securities 16
Item 3. Defaults Upon Senior Securities 16
Item 4. Submission of Matters to a Vote of Security Holders 16
Item 5. Other Information 16
Item 6. Exhibits and Reports on Form 8-K 16
Signature 17
</TABLE>
2
<PAGE> 3
E-XACT TRANSACTIONS, LTD
BALANCE SHEETS
(Expressed in Canadian Dollars)
ASSETS
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
------------- -------------
(Unaudited)
Current assets:
<S> <C> <C>
Cash and cash equivalents (Note 2) $ 2,662,916 $ 442,639
Accounts receivable, net (Note 3) 146,237 118,897
Prepaid expenses and deposits 53,130 6,296
------------- -------------
Total current assets 2,862,283 567,832
Non-current assets:
Deferred share issue costs -- 257,964
Capital assets (Note 4) 173,046 66,665
------------- -------------
Total assets
$ 3,035,329 $ 892,461
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Current liabilities:
Accounts payable and accrued liabilities (Note 5) $ 745,565 $ 538,658
Income taxes payable 25,000 149,000
------------- -------------
Total current liabilities 770,565 687,658
------------- -------------
Stockholders' equity:
Common stock (Note 7) 8,447 5,897
Additional paid-in capital 4,097,886
1,366,744
Accumulated deficit (1,841,569) (1,167,838)
------------- -------------
Total stockholders' equity 2,264,764 204,803
------------- -------------
Total liabilities and stockholders' equity $ 3,035,329 $ 892,461
============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 4
E-XACT TRANSACTIONS, LTD
STATEMENTS OF OPERATIONS
(Expressed in Canadian Dollars)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
----------------------------------
2000 1999
--------------- ---------------
<S> <C> <C>
REVENUES:
Online transactions $ 77,010 $ 14,066
Web development -- 9,907
--------------- ---------------
Total revenue 77,010 23,973
--------------- ---------------
COST OF SALES 18,807 3,902
--------------- ---------------
GROSS MARGIN 58,203 20,071
--------------- ---------------
EXPENSES:
General and administrative 363,981 3,098
Operations 60,917 --
Sales and marketing 174,328 1,258
Research and development 230,458 27,063
--------------- ---------------
Total expenses 829,684 31,419
--------------- ---------------
OPERATING LOSS $ (771,481) $ (11,348)
=============== ===============
OTHER INCOME (EXPENSES):
Interest income $ 3,917 $ --
Foreign exchange gain (loss) (30,167) --
--------------- ---------------
Total other income (expenses) (26,250) --
--------------- ---------------
NET LOSS BEFORE INCOME TAXES (797,731) (11,348)
INCOME TAXES 124,000 --
--------------- ---------------
NET LOSS $ (673,731) $ (11,348)
=============== ===============
Basic and diluted loss per share $ (0.11) $ (0.003)
=============== ===============
Weighted average number of shares used
to calculate loss per share 6,307,440 4,200,000
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 5
E-XACT TRANSACTIONS, LTD
Statement of Stockholders' Equity
(Expressed in Canadian Dollars)
(Unaudited)
<TABLE>
<CAPTION>
Additional Total
Common Stock Paid in Accumulated Stockholders'
Shares Amount Capital Deficit Equity
------------ -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Balance at December 31,1999 5,897,000 $ 5,897 $ 1,366,744 $ (1,167,838) $ 204,803
Issuance of stock pursuant to
exercise of warrants,
January 2000 225,000 225 81,945 82,170
Issuance of stock pursuant to
IPO, net of cash offering
costs of $655,978, stock
issued to the Underwriter of
$109,560, and warrants
issued for financing services
of $110,537 2,325,000 2,325 2,649,197 2,651,522
Net loss for the three months
ended March 31, 2000 (673,731) (673,731)
------------ -------------- -------------- -------------- --------------
Balance at March 31, 2000 8,447,000 $ 8,447 $ 4,097,886 $ (1,841,569) $ 2,264,764
============ ============== ============== ============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 6
E-XACT TRANSACTIONS, LTD
STATEMENTS OF CASH FLOWS
(Expressed in Canadian Dollars)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
------------------------------
March 31, March 31,
2000 1999
------------- -------------
<S> <C> <C>
NET CASH USED FOR OPERATING ACTIVITIES $ (649,759) $ (766)
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of capital assets (119,115) (401)
------------- -------------
NET CASH USED FOR INVESTING ACTIVITIES (119,115) (401)
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds on issuance of capital stock, net of offering costs 2,731,187 --
Deferred share issue costs, net of related accounts payable 257,964 --
------------- -------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 2,989,151 --
------------- -------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 2,220,277 (1,167)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 442,639 4,502
------------- -------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,662,916 $ 3,335
============= =============
Supplemental disclosure of non-cash investing and
financing cash flow disclosures:
Warrants issued for financing services $ 110,537 $ 206,484
Shares issued for financing services 109,560 --
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE> 7
E-XACT TRANSACTIONS, LTD
NOTES TO FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and the instructions to Form 10-QSB and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
disclosures required by generally accepted accounting principles for annual
financial statements. In the opinion of the Company, all adjustments
(consisting of normal recurring adjustments) considered necessary for a
fair presentation have been included. The balance sheet at December 31,
1999 was derived from the audited financial statements included in the
Company's 1999 Form 10-KSB. For further information, refer to the financial
statements of E-XACT TRANSACTIONS, LTD (the "Company"), and the related
notes, included in the Company's Annual Report on Form 10-KSB for the year
ended December 31, 1999 (the "1999 Form 10-KSB"), previously filed with the
Securities and Exchange Commission.
The results of operations for the three months ended March 31, 2000
presented are not necessarily indicative of the results of operations that
may be expected for the year ending December 31, 2000.
2. CASH AND CASH EQUIVALENTS
The Company considers all highly liquid financial instruments purchased
with a maturity of less than three months to be cash equivalents. The
Company has invested cash in excess of current working capital needs in a
money market mutual fund, which consists of obligations of U.S. government
agencies, having maturities of less than three months. These securities are
recorded at cost, which approximates fair market value.
3. ACCOUNTS RECEIVABLE
Accounts receivable are recorded net of a $9,585 allowance for doubtful
accounts at March 31, 2000 (December 31, 1999: $5,000).
4. CAPITAL ASSETS
<TABLE>
<CAPTION>
December 31,
March 31, 2000 1999
--------------------------------------------------- ---------------
Accumulated Net Book Net Book
Cost Amortization Value Value
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Leasehold improvements $ 7,331 $ 183 $ 7,148 $ --
Computer software 86,902 72,507 14,395 19,193
Computer equipment 168,152 16,649 151,503 47,472
--------------- --------------- --------------- ---------------
$ 262,385 $ 89,339 $ 173,046 $ 66,665
=============== =============== =============== ===============
</TABLE>
7
<PAGE> 8
E-XACT TRANSACTIONS, LTD
NOTES TO FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
(Unaudited)
5. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
The principal components of accounts payable and accrued liabilities were
as follows:
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
-------------- --------------
<S> <C> <C>
Trade payables $ 537,565 $ 297,975
Compensation payable 21,650 --
Financing costs payable 151,531 191,602
Other accrued liabilities 34,819 49,081
-------------- --------------
$ 745,565 $ 538,658
============== ==============
</TABLE>
6. DEMAND PROMISSORY NOTE
On March 15, 2000, the Company obtained US $250,000 in financing in the
form of a demand promissory note. The funds were used as working capital
prior to the completion of the Initial Public Offering. The interest rate
associated with the note is prime plus 5%. The note was paid in full plus
interest on March 22, 2000.
7. COMMON STOCK
On March 22, 2000, the Company successfully completed its initial public
offering in Canada of 2,250,000 shares of the Company's common stock at an
offering price of US $1.00 per share on the Canadian Venture Exchange.
In connection with the offering, the Agent was issued 75,000 shares of the
Company's common stock along with warrants to purchase 225,0000 shares of
the Company's common stock at a price of US $1.00 for twelve months.
The Company incurred cash costs of approximately $656,000 in connection
with the offering. The Company received net proceeds from the Initial
Public Offering of $2,649,197.
8
<PAGE> 9
E-XACT TRANSACTIONS, LTD
NOTES TO FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
(Unaudited)
8. EXCHANGE RATES
The following table reflects the rate of exchange for Canadian dollars per
US $1.00 in effect at the end of the following periods and the average rate
of exchange during such periods, based on the Bank of Canada average noon
spot rate of exchange:
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
------------ ------------
<S> <C> <C>
Rate at end of period CAD $1.4539 CAD $1.4519
Average rate for the period CAD $1.4522 CAD $1.4717
</TABLE>
9
<PAGE> 10
E-XACT TRANSACTIONS, LTD
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
The following Management Discussion and Analysis of Financial Condition and
Results of Operations should be read in conjunction with the accompanying
condensed financial statements and notes included in this report.
Statements made in this Form 10-QSB that are not historical or current
facts are "forward-looking statements" made pursuant to the safe harbor
provisions of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934. These statements often can be
identified by the use of terms such as "may", "will", "expect", "believes",
"anticipate", "estimate", or "continue", or the negative thereof. The
Company intends that such forward-looking statements be subject to the safe
harbors for such statements. The Company wishes to caution readers not to
place undue reliance on any such forward-looking statements, which speak
only as of the date made. Any forward-looking statements represent
management's best judgment as to risks, uncertainties and important factors
beyond the control of the Company that could cause actual results and
events to differ materially from historical results of operations and
events from those presently anticipated or projected. These factors include
adverse economic conditions, entry of new and stronger competitors,
inadequate capital, unexpected costs, failure to gain product approval in
the United States or foreign countries and failure to capitalize upon
access to new markets. Additional risks and uncertainties that may affect
forward-looking statements about the Company's business and prospects
include the possibility that a competitor will develop a more comprehensive
solution, delays in market awareness of its products, possible delays in
execution of sales and marketing strategy, which could have an immediate
and material adverse effect. The Company disclaims any obligation
subsequently to revise any forward-looking statements to reflect events or
circumstances after the date of such statements or to reflect the
occurrence of anticipated or unanticipated events.
Overview
The Company was incorporated under the laws of the Province of British
Columbia on August 13, 1998. On July 29, 1999 the Company filed a
certificate of domestication and certificate of incorporation with the
secretary of state of the State of Delaware, thereby "domesticating" or
transitioning from a Canadian company to one organized under the laws of
the State of Delaware.
The Company offers electronic commerce, known as "e-commerce", software
services for real-time transaction processing which allows PC based cash
registers, PCs, point-of-sale terminals, computer systems and proprietary
product platforms to accept credit card payments and submit those payments
to various payment processing companies for pre-authorization,
authorization and settlement/deposit. The Company has acquired and
developed software and a network system to act as a third party payment
processor to conduct transaction processing with major banks in North
America. The Company is currently approved to conduct transaction
processing with major banks and credit unions in Canada and has recently
opened a gateway with Vital Processing Services, a U.S. based credit card
processing network, allowing the Company to process financial transactions
with many of the major banks in the U.S.
Electronic commerce appears to have become established and promises to
continue to grow rapidly. The Company's success will depend largely upon
its ability to compete successfully, develop new products
10
<PAGE> 11
E-XACT TRANSACTIONS, LTD
Overview, continued
and services and market them successfully in a market that is becoming
increasingly competitive.
Business Summary
The Company experienced an eventful first quarter of the year 2000,
achieving significant advancements in its abilities to aggressively grow
the business and realize the vast opportunities available in today's
e-commerce marketplace. These accomplishments include the following:
o The Company entered into an e-commerce alliance with Microsoft
that calls for collaboration on designing and developing E-xact's
next generation transaction processing software and services, as
well as participating together on marketing and sales activities
behind this product. This presents exciting possibilities for
both E-xact and Microsoft in combining respective expertise to
develop and market a transaction processing solution unmatched in
functionality in the marketplace.
o The number of clients served by transaction processing services
increased from 5 in 1999 to 176 in 2000, and the number of
transactions processed increased from approximately 95,000 in the
three months ended March 31, 1999 to approximately 550,000 during
the comparable period in 2000 due to increased sales and
marketing activities and expanded capabilities of the
organization.
o Version 5.0, which will provide the highest level of reliability
and feature set of any E-xact product to date, was released to
beta testing. This culminates six months of development and
represents a very important advancement of the Company and, most
importantly, its clients.
o Key management team members were added with impressive functional
expertise as well as significant background in the financial
transaction processing arena.
o The Company's customer support center was launched in January
which, when combined with the introduction of its new website,
provides clients ready access to knowledgeable professionals
during all business hours in North America by phone call or
e-mail to ensure optimal use of services.
o Several new clients began using the Company's software or, as a
value added marketer or reseller, providing it to their clients
for use. A few recent additions to the Company's client list
include Intrawest, Blue Genesis, Teldon Calendars, WSI
Interactive and The Walker Group.
o The Company completed a successful Initial Public Offering of its
stock. On March 22, 2000, trading commenced on the Canadian
Venture Exchange under the symbol EXZ.U. Having achieved
approvals of the Company's Prospectus and Registration Statement
by both the Canadian and United States securities exchanges,
investors in all of North America are able to purchase shares of
E-xact on the open market.
11
<PAGE> 12
E-XACT TRANSACTIONS, LTD
Business Summary, continued
The Company has set some aggressive, yet attainable, goals for the second
quarter of the year 2000 to further fuel aggressive business growth and to
provide even greater levels of service to clients. Some of these objectives
include:
o Expansion of reseller relationships to accelerate the addition of
new clients and transactional growth.
o Launch of new applications of the Company's core technology with
feature sets geared toward the needs of several select vertical
market segments. These segments have been identified, with one
criteria being the propensity towards high volume transaction
processing.
o The Company will seek to acquire a company that provides
complementary capabilities to E-xact, and offers opportunities to
accelerate growth rates in the e-commerce marketplace.
o The Company will identify and execute the means to expand gateway
certifications with the US to provide the Company full access to
the entire North American banking system. This will allow the
Company to provide transaction processing services to merchants
regardless of their banking relationships.
o The Company will endeavor to provide additional levels of fraud
protection to its services, along with other features to increase
its value proposition to clients and the marketplace.
RESULTS OF OPERATIONS
INTERIM FINANCIAL RESULTS
The Company earns its revenues by charging its customers setup fees,
monthly membership fees and transaction fees. Transaction fees are based on
the number of transactions processed for a particular merchant in a month.
THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THE THREE
MONTHS ENDED MARCH 31, 1999.
(All amounts are expressed in Canadian dollars unless otherwise noted)
REVENUES. During the three months ended March 31, 2000, revenues increased
$53,037, or 221%, from $23,973 in the comparable period in 1999 to $77,010
in 2000. The increased revenues were derived primarily from transaction
processing fees and setup fees.
During the three months ended March 31, 2000 176 clients were using the
Company's services compared to 5 clients for the three months ended March
31, 1999.
For the three months ended March 31, 2000 and 1999, revenue from two
clients accounted for approximately 68% and 63%, respectively, of total
revenue. As the Company continues to grow the
12
<PAGE> 13
E-XACT TRANSACTIONS, LTD
Results of Operations, continued
Interim Financial Results, continued
relative significance of revenue from these two clients should diminish.
EXPENSES. Total expenses increased by $798,265, or 2541%, from $31,419 in
1999 to $829,684 in 2000. The increased expenditures were attributed to the
continued growth of the Company's emerging Internet transaction processing
software and center in the market place. These expenditures were targeted
at growing the organization in the US and Canada by hiring professional
management and personnel.
GENERAL AND ADMINISTRATIVE (G&A). During the three months ended March 31,
2000, G&A expenses increased $360,883 from $3,098 in 1999, to $363,981 in
2000. The increases over 1999 were primarily due to continued expansion of
the Company's infrastructure associated with positioning the Company for
aggressive growth and attainment of its corporate finance objectives. In
2000, accounting, consulting and legal expenses increased by approximately
$130,000; general and administrative salaries and employee benefits
increased by approximately $90,000; rent and telephone expenses increased
by approximately $50,000; and office supplies increased by approximately
$30,000.
OPERATIONS. Operations expenditures increased from $0 in 1999 to $60,917
primarily due to the introduction of a customer support center.
SALES AND MARKETING. Sales and Marketing expenditures increased from $1,258
in 1999 to $174,328 in 2000. During 2000, salaries and employee benefits
increased by approximately $80,000; travel expenses increased by
approximately $65,000; and advertising and promotions increased by
approximately $20,000.
RESEARCH AND DEVELOPMENT. Research and development expenses consist
primarily of compensation expenses and consulting fees to support the
development of the Company's software, services and technologies.
Production costs for the development of the software used, for which
technological feasibility has been established but before the product is
ready for sale, are expensed. Research and development expenditures
increased $203,395, or 752% from $27,063 in 1999 to $230,458 in 2000. The
Company anticipates that its research and development expenses will
continue to increase.
NET LOSS. The Company incurred a loss of $673,731 in 2000, compared to a
loss of $11,348 in 1999. The increased loss is a result of the Company's
preparation for aggressive expansion of its Internet transaction processing
software, marketing efforts and the hiring of a professional management
team to aggressively grow the Company in an emerging market.
Management believes that higher levels of operating expenditures will
continue through 2000 in order to continue the expansion of the Company's
Internet transaction processing products into an emerging market. The
Company anticipates continued operating losses in order to attain market
penetration. The Company anticipates that executing an aggressive marketing
strategy will assist in establishing the
13
<PAGE> 14
E-XACT TRANSACTIONS, LTD
Results of Operations, continued
Company as a leader in the market segment.
LIQUIDITY & CAPITAL RESOURCES
(All amounts are expressed in Canadian dollars unless otherwise noted)
CAPITAL AND DEBT FINANCING. The Company completed its initial public
offering in Canada of 2,250,000 shares of the Company's common stock at an
offering price of US $1.00 per share on the Canadian Venture Exchange on
March 22, 2000. Additionally, the Agent was issued 75,000 shares of the
Company's common stock in the Canadian offering along with warrants to
purchase 225,000 shares of the Company's common stock at a price of US
$1.00 for the twelve months. The net cash proceeds to the Company from the
initial public offering were $2,649,197 after payment of expenses.
The net proceeds from the initial public offering are being used for
management and staff recruitment, hiring and salaries, contracting fees,
capital expenditures to accommodate staff increases and to extend network
capabilities and for working capital purposes.
Pursuant to a consulting agreement dated July 28, 1999 (amended February
15, 2000), the Company granted Bolder Venture Partners a Warrant to
purchase up to 1,236,136 shares of the Company's common stock for a period
of five years from the date the milestone was achieved; 225,000 of the
Warrants were exercised at US $0.25 per share on January 18, 2000. The
remaining Warrants became exercisable or will become exercisable as
follows:
o 557,136 at US $1.00 per share as of October 14, 1999.
o 225,000 at US $1.00 per share upon completion of the initial public
offering of the Company.
o 225,000 at a price per share equal to the price per share under a
future private placement of not less than US $3,000,000, if such a
private placement is made.
The exercise price of all Warrants increase by 15% in each of the second,
third, fourth and fifth years of the term of the Warrants.
The Warrants were issued in reliance upon an exemption from registration
under the Securities Act of 1933 pursuant to Section 4(2) of the Securities
Act of 1933. The warrant was granted pursuant to a consulting agreement in
a transaction not involving a public offering to a fully informed investor
that had agreed to hold the shares for investment with no view to a
distribution except pursuant to an effective registration statement or an
exemption from registration under the Securities Act of 1933.
CASH FLOW. The Company's net cash flows used for operating activities for
the first quarter of 2000 amounted to $649,759 compared to $766 for the
comparable period in 1999. This is a result of using working capital to
fund increases in accounts receivable, accrued liabilities and operating
losses.
Cash used for investing activities totaled $119,115 during the first
quarter 2000 compared to $401 for the comparable period in 1999. The
increase is primarily attributed to the purchase of capital equipment
14
<PAGE> 15
E-XACT TRANSACTIONS, LTD
Liquidity and Capital Resources, continued
for new personnel and to expand processing capabilities.
Cash provided by financing activities was $2,989,151 for 2000 compared to
$0 in the comparable quarter for 1999. The Company received net proceeds of
approximately $2,649,000 on the issuance of capital stock.
The Company's negative cash flow from operations resulted primarily from an
increase in the losses of the Company due to increased business activity,
expenditures necessary to allow for aggressive growth of its transaction
processing business and expenditures incurred relating to the costs
associated with the initial public offering. Management believes this
negative cash flow will continue during 2000, due to the Company's
intention to continue rapid expansion of sales and marketing and research
and development expenditures in order to expand its North America business.
The anticipated result from these actions are increased selling, general
and administrative expenses and capital expenditures to meet this rapid
expansion.
CAPITAL RESOURCES. The Company's working capital increased in 2000 compared
to 1999 primarily due to the Company's Initial Public Offering. Management
anticipates the Company will continue to invest significant resources in
its infrastructure during the remainder of 2000. At present Management
believes the Company has resources that will be sufficient to fund planned
operations until the second quarter of 2001. The Company anticipates
continuing to aggressively hire sales and key management personnel to meet
its desired growth of its presence in the market in Canada and the US. The
Company will need to fund the expenses associated with the addition of new
personnel. Management believes the Company will be able to raise additional
equity funding, increase operating revenues and secure working capital
financing as the Company continues to aggressively expand in the emerging
e-commerce market.
Management believes that the Company will continue to incur losses through
the remainder of 2000. Further, management believes that it has access to
capital in the form of additional equity financing. Management anticipates
it will have capital in amounts necessary to support its growth plans. In
the event that cash flow from operations, together with the proceeds of any
future financings, are insufficient to meet these expenses the Company will
be required to re-evaluate its planned expenditures and allocate its total
resources in such manner as the board of directors and management deems to
be in the best interest of the Company and its stockholders.
YEAR 2000
To date, Company systems and software have not experienced any material
disruption due to the Year 2000. To the best of Management's knowledge all
of our systems are operating normally, as are those of our customers and
suppliers and we do not anticipate any material issues to arise regarding
Year 2000 issues.
15
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E-XACT TRANSACTIONS, LTD
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable
ITEM 2. CHANGES IN SECURITIES
Not applicable
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
(a) Exhibits
27 Financial Data Schedule
(b) Reports on Form 8-K.
During the quarter covered by this report, the Company filed the
following reports on Form 8-K.
None
16
<PAGE> 17
E-XACT TRANSACTIONS, LTD
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
E-XACT TRANSACTIONS, LTD
(Registrant)
Dated: May 22, 2000 By: /s/ Ted Henderson
----------------------------------
Ted Henderson
President and CEO
/s/ Edmund Shung
----------------------------------
Edmund Shung
CFO
17
<PAGE> 18
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CURRENCY> CDN DOLLAR
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<EXCHANGE-RATE> 1.4522
<CASH> 2,662,916
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0
0
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