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SECURITIES AND
EXCHANGE COMMISSION
|
Delaware (State or other Jurisdiction of Incorporation) |
52-2143430 (I.R.S. Employer Identification No.) |
702 Russell Avenue,
Third Floor, Gaitherburg, MD 20877 240/631-1100 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No[_] The number of outstanding shares of the issuers common stock, par value $.01 per share, as of November 8, 2000, was 19,348,059. Transitional Small Business Disclosure Format (check one): Yes [X] No[_] |
NETWORD, INC.
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PAGE | |||
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PART I - FINANCIAL INFORMATION | |||
Item -1. - Balance Sheets as of September 30, 2000 and December 31, 1999 | 1 | ||
Statements of Operations for the Three | |||
Months Ended September 30, 2000 and 1999 | 2 | ||
Statements of Operations for the Nine | |||
Months Ended September 30, 2000 and 1999 | 3 | ||
Statements of Cash Flows for the Nine | |||
Months Ended September 30, 2000 and 1999 | 4 | ||
Notes to Financial Statements | 6 | ||
Item - 2. -Managements Discussion and Analysis or Plan of Operation | 7 | ||
PART II - OTHER INFORMATION | 10 | ||
SIGNATURE | 12 |
NETWORD, INC.
|
September 30, 2000 (Unaudited) |
December 31, 1999 (Note) | ||||
---|---|---|---|---|---|
ASSETS | |||||
Current assets: | |||||
Cash | $ 3,012,173 | $ 2,742,041 | |||
Prepaid expenses and other current assets | 587,727 | 1,125,000 | |||
Total current assets | 3,599,900 | 3,867,041 | |||
Property and equipment, net | 49,158 | 72,600 | |||
Intangible assets: | |||||
Trademark, net | 23,577 | 26,444 | |||
Intellectual property, net | 6,250 | 10,000 | |||
Deferred offering costs | | 50,000 | |||
Total intangible assets | 29,827 | 86,444 | |||
$ 3,678,885 | $ 4,026,085 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY | |||||
Current liabilities: | |||||
Current portion of long-term liability | $ 4,800 | $ 4,800 | |||
Accounts payable | 375,547 | 358,404 | |||
Loans payable | 33,027 | 33,027 | |||
Total current liabilities | 413,374 | 396,231 | |||
Long-term liability, net of current portion | 9,600 | 14,400 | |||
Convertible note payable | 21,803 | 20,903 | |||
Redeemable common stock and common stock warrants | | 977,500 | |||
Stockholders equity: | |||||
Common stock, $.01 par value; | |||||
Authorized - 40,000,000 shares | |||||
Issued and outstanding - 19,348,059 shares at | |||||
9/30/00 and 16,923,924 shares at 12/31/99 | 193,480 | 169,239 | |||
Additional paid-in capital | 10,200,625 | 7,017,668 | |||
Deficit accumulated in the development stage | (7,148,698 | ) | (4,558,557 | ) | |
Subscriptions receivable | (11,299 | ) | (11,299 | ) | |
Total stockholders equity | 3,234,108 | 2,617,051 | |||
$ 3,678,885 | $ 4,026,085 | ||||
Note: The balance sheet at December 31, 1999 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. See accompanying notes. |
NETWORD, INC.
|
Three Months Ended September 30, | |||||
---|---|---|---|---|---|
2000 |
1999 | ||||
Revenue | $ 2,124 | $ 1,039 | |||
General and administrative expenses | 1,027,295 | 372,448 | |||
Operating loss | (1,025,171 | ) | (371,409 | ) | |
Interest Income | 52,919 | 62,810 | |||
Net loss | $ (972,252 | ) | $ (308,599 | ) | |
Basic and diluted loss per common share | $ (.05 | ) | $ (.02 | ) | |
Weighted average number of shares | |||||
outstanding | 19,348,059 | 14,842,512 | |||
See accompanying notes. |
NETWORD, INC.
|
Nine Months Ended September 30, |
Period From December 2, 1996 (Inception) to September 30, | ||||||
---|---|---|---|---|---|---|---|
2000 |
1999 |
2000 | |||||
Revenue | $ 8,096 | $ 7,677 | $ 70,277 | ||||
General and administrative expenses | 2,725,594 | 862,066 | 7,030,962 | ||||
Operating loss | (2,717,498 | ) | (854,389 | ) | (6,960,685 | ) | |
Other income (expense): | |||||||
Interest income | 127,357 | 64,714 | 238,201 | ||||
Loss on disposition of property and | |||||||
equipment | | | (43,639 | ) | |||
Loss on impairment of assets | | | (382,575 | ) | |||
Net other income (expense) | 127,357 | 64,714 | (188,013 | ) | |||
Net loss | $(2,590,141 | ) | $ (789,675 | ) | $(7,148,698 | ) | |
Basic and diluted loss per common share | $(.14 | ) | $ (.05 | ) | |||
Weighted average number of shares | |||||||
outstanding | 18,633,335 | 14,842,512 | |||||
See accompanying notes. |
NETWORD, INC.
|
Nine Months Ended September 30, |
Period From December 2, 1996 (Inception) to September 30, | ||||||
---|---|---|---|---|---|---|---|
2000 |
1999 |
2000 | |||||
Net loss | $(2,590,141 | ) | $ (789,675 | ) | $(7,148,698 | ) | |
Adjustments to reconcile net loss to cash | |||||||
used in operating activities: | |||||||
Issuance of stock options and warrants | |||||||
for consulting and legal services | | 28,880 | 33,308 | ||||
Depreciation and amortization | 35,635 | 48,484 | 314,026 | ||||
Amortization of prepaid expense | 1,204,000 | | 1,579,000 | ||||
Issuance of convertible note payable for | |||||||
legal services | | | 20,903 | ||||
Loss on disposition of property and | |||||||
equipment | | | 43,639 | ||||
Loss on impairment of assets | | | 382,575 | ||||
Change in assets and liabilities: | |||||||
Prepaid expenses | (418,687 | ) | | (418,687 | ) | ||
Other current assets | (11,040 | ) | 877 | (11,040 | ) | ||
Accounts payable | 13,243 | 7,834 | 485,647 | ||||
Net cash used in operating | |||||||
activities | (1,766,990 | ) | (703,600 | ) | (4,719,327 | ) | |
Cash flows from investing activities: | |||||||
Proceeds from sale of property and | |||||||
equipment | | | 10,000 | ||||
Acquisition of property and equipment | (5,576 | ) | (33,843 | ) | (362,741 | ) | |
Acquisition of trademark | | | (37,913 | ) | |||
Net cash used in | |||||||
investing activities | (5,576 | ) | (33,843 | ) | (390,654 | ) | |
Cash flows from financing activities: | |||||||
Proceeds from long-term liability | | | 33,600 | ||||
Principal payments of long-term liability | | (2,400 | ) | (14,400 | ) | ||
Proceeds from loans | | 20,603 | 461,054 | ||||
Exercise of warrants | 2,052,698 | | 2,052,698 | ||||
Redemption of called warrants | (10,000 | ) | | (10,000 | ) | ||
Issuance of common stock and units, net | |||||||
of offering and registration costs | | 3,812,179 | 5,599,202 | ||||
Net cash provided by financing | |||||||
activities | 2,042,698 | 3,830,382 | 8,122,154 | ||||
Net increase in cash (carried forward) | $ 270,132 | $ 3,092,939 | $ 3,012,173 | ||||
See accompanying notes. |
NETWORD, INC. (A
Development Stage Company)
|
Nine Months Ended September 30, |
Period From December 2, 1996 (Inception) to September 30, | ||||||
---|---|---|---|---|---|---|---|
2000 |
1999 |
2000 | |||||
Cash, beginning of period | 2,742,041 | 59,110 | | ||||
Cash, end of period | $3,012,173 | $3,152,049 | $3,012,173 | ||||
Supplemental Schedule of Non-Cash Investing and Financing Activities | |||||||
Subscriptions receivable | $ | $ | $ 11,299 | ||||
Issuance of Class A Units and Class C | |||||||
Units in exchange for: | |||||||
Intellectual property | $ | $ | $ 407,575 | ||||
Net assets acquired | | | 20,996 | ||||
Issuance Class A Units for Birdshell Assets | $ | $ | $ 428,571 | ||||
Conversion of loans to Class A Units | $ | $ | $ 428,027 | ||||
Conversion of accounts payable to | |||||||
warrants | $ | $ 114,000 | $ 114,000 | ||||
Issuance of stock options and warrants | |||||||
for consulting, legal and marketing services | $ 237,000 | $ 28,880 | $ 270,308 | ||||
Issuance of warrants for contract services | $ | $1,500,000 | $1,500,000 | ||||
Issuance of convertible note payable for | |||||||
legal services | $ | $ 14,000 | $ 20,903 | ||||
Conversion of redeemable common stock | |||||||
and common stock warrants to common | |||||||
stock and common stock warrants | $ 977,500 | $ | $ 977,500 | ||||
See accompanying notes. |
NETWORD, INC.
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Number of Shares |
Exercise Price |
Proceeds of Exercise | |||||
---|---|---|---|---|---|---|---|
1,642,159 | $1.25/share | $2,052,698 |
In addition, the owner of a Warrant representing 200,000 of our common shares elected not to exercise that warrant and, accordingly, that warrant was redeemed by us in accordance with its terms for $.05 per share, or $10,000. Note 3 - Subsequent EventOn October 30, 2000 we entered into an agreement with New Internet Computer Co. (NIC), a company co-founded by Larry Ellison of Oracle, Inc., to integrate the Netword System into the NIC computer, a new device that is a complete, low-cost, personal computer dedicated solely to Web access and e-mail. Under the agreement, the NIC version of the Netscape browser will incorporate our software and allow users to employ Networds in the browser line without first having to download and install the Netword Agent. |
ITEM 2. Managements Discussion and Analysis or Plan of Operation Third Quarter 2000 OverviewWe are a development stage Internet company and have not derived significant revenues from operations. Revenues recorded by us to date are incidental and not the result of proactive marketing. Our revenues have stemmed from persons who recognize the utility of the Netword System and wish to protect their products, brands and other marks. During the quarter, we continued to enter into and pursue various agreements with other Internet businesses. Affiliate agreements were signed during the quarter with well-known Web sites including Amazon.com, Tech TV (formerly ZDTV), Mac Publishing (publishers of Macworld, the leading publication and Web site for the Apple Macintosh computer and related software), FogDog (a leading sports-related site) and GetMy (new Web portal site. These are primarily referral agreements providing for the creation of Commercial Networds that point to various pages on the Web sites of our affiliates which entitles us to revenues based on use of Commercial Networds directing Internet traffic to those sites; however, some of those agreements also include traditional advertising and revenue sharing opportunities. During the quarter, we also completed new versions of our software agent for the Linux and Apple Macintosh computer operating systems, as well as an upgrade to our existing software in order to support the new Microsoft Windows 2000 operating system. During the three months ended September 30, 2000 we invested an additional $98,058 in the production of an advertising campaign (the Campaign) featuring Leonard Nimoy, a well-known movie and television actor and director, as our spokesperson. The aggregate invested to date in the production of the Campaign is $726,807. The Campaign commenced during the third quarter and these costs are being amortized through March 31, 2001. Results of OperationsThe quarter ended September 30, 2000.Compensation costs were $223,841 due to hiring additional marketing, sales, business development and software engineering personnel to enhance the Netword System and implement the Campaign. Ongoing enhancement of the Netword System includes software development efforts to meet the needs of new affiliates as described herein and development of additional versions of the Netword Agent for new operating systems and browsers. New affiliations will create additional technology requirements for us. |
Marketing costs were $765,326 primarily because of the final $375,000 of amortization attributable to the Net2Phone warrant issued in the 4th quarter of 1999 and $242,269 of amortization of Campaign expenses. In subsequent quarters in addition to direct advertising costs associated with the Campaign, we expect to incur additional administrative costs to manage the Campaign and anticipate that we will require additional sales and customer support personnel to manage our anticipated growth. We have incurred and will continue to incur expenses related to our status as a public company, including accounting and audit fees, SEC filing fees, transfer agent costs, printing costs, legal fees and investor relations. Equipment costs are not expected to increase significantly until next fiscal year, when we expect to establish additional clusters of computers in North America and/or abroad to meet the expected growth in usage of the Netword System following implementation of the Campaign. Nine months ended September 30, 2000.Compensation costs were $598,189 because we hired additional marketing, sales, business development and software engineering personnel to enhance the Netword System and implement the Campaign. Ongoing enhancement of the Netword System includes software development efforts to meet the needs of new affiliates as described herein and development of additional versions of the Netword Agent for new operating systems and browsers. New affiliations will create additional technology requirements for us. Marketing costs were $1,792,837 primarily because of $1,125,000 of amortization attributable to the Net2Phone warrant issued in the 4th quarter of 1999, $337,850 to marketing consultants and strategic partners, including InfoSpace which was initiated in the 1st quarter of 2000 and terminated in the 3rd quarter of 2000 (see Part II - Other Information, Item 1 - Legal Proceedings) and $242,269 of Campaign costs amortized in the 3rd quarter. In subsequent quarters in addition to direct advertising costs associated with the Campaign, we expect to incur additional administrative costs to manage the Campaign and anticipate that we will require additional sales and customer support personnel to manage our anticipated growth. Liquidity and Capital ResourcesOur cash balance at September 30, 2000 was $3,012,173. Based upon our current operations it is unlikely that additional funds will be required during the next twelve months. Our ability to increase expenditures for the Campaign will be dependent upon additional funding from revenues and/or external sources, including exercise of warrants |
Forward Looking StatementsSome of the statements in this 10-QSB that are not historical facts are forward-looking statements. Forward-looking statements can be identified by the use of words such as estimates, projects, anticipates, expects, intends, believes or the negative thereof or other variations thereon or by discussions of strategy that involve risks and uncertainties. We caution you that all the forward-looking statements contained in this 10-QSB are only estimates and predictions. Our actual results could differ materially from those anticipated in the forward-looking statements due to risks, uncertainties or actual events differing from the assumptions underlying these statements. The risks, uncertainties and assumptions include, but are not limited to, those discussed in this 10-QSB. |
PART II - OTHER INFORMATIONItem 1. Legal Proceedings |
On January 18, 2000, we entered into an agreement with InfoSpace, Inc. under which it was to have performed certain marketing and other services for us. In our opinion, InfoSpace did not adequately perform those services and accordingly, although payments due under that agreement have been accrued in our financial statements, we are in litigation with InfoSpace regarding the agreement. |
No significant developments with regard to previously existing litigation. |
Item 2. Changes in Securities
None |
Item 3. Defaults upon Senior Securities
None |
Item 4. Submission of Matters to a Vote of Security Holders
None |
Item 5. Other Information
On August 8, 2000 the U.S. Patent Office issued U.S. Patent # 6,101,537 to us for a second patent on the Netword System. The new patent includes a centralized mechanism to store and instantaneously resolve Networds for any Internet resource, and client software to make Networds accessible from all leading browsers. |
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits:
3.1(1) | Certificate of Incorporation of Netword, Inc. |
3.2(1) | Bylaws of Netword, Inc. |
4.1(1) | Stock option plan of Netword, Inc. |
4.2(1) | Form of award letter for optionees |
10.1(1) | Contract regarding assignment of trademarks and trade names Netword and Netword, Inc. |
10.2(1) | Internet Data Center Services Agreement between Netword, Inc. and Exodus Communications, Inc. |
10.3(1) | Agreement dated September 29, 1999 between Netword, Inc. and Net2Phone, Inc. |
10.4(1) | Agreement dated as of November 12, 1999 between Netword, Inc. and Nettaxi Online Communities, Inc. |
(1) | Filed as an Exhibit to Networds registration statement on Form SB-1 (Commission File No. 333-86873) and incorporated herein by reference. |
b) | Reports on Form 8-K: |
None |
S I G N A T U R EPursuant 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. Dated: November 9, 2000 |
Netword, Inc. (Registrant) By: /s/ Murray M. Rubin Name: Murray M. Rubin Title: Treasurer and Chief Financial Officer (Principal Financial Officer and Officer Duly Authorized to Sign on behalf of Registrant) |
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