<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED SEPTEMBER 30, 1999
COMMISSION FILE NUMBER 0-21202
FIRSTWAVE TECHNOLOGIES, INC.
7372 GEORGIA 58-1588291
(Primary Std. Ind. (State of incorporation) (IRS Employer
Classification Code #) Identification #)
2859 PACES FERRY ROAD, SUITE 1000
ATLANTA, GEORGIA 30339
(Address of principal executive offices)
(770-431-1200)
(Telephone number of registrant)
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.
Outstanding as of November 10, 1999:
------------------------------------
Common Stock, no par value 5,687,971 Shares
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FIRSTWAVE TECHNOLOGIES, INC.
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1999
INDEX
--------------
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheet - December 31, 1998 and September 30, 1999 3
Consolidated Statement of Operations - For the Three and Nine Months ended
September 30, 1998 and September 30, 1999 4
Consolidated Statement of Changes in Shareholders' Equity -
For the Nine Months Ended September 30, 1999 5
Consolidated Statement of Cash Flows - For the Nine Months Ended
September 30, 1998 and September 30, 1999 6
Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis of 8
Financial Condition and Results of Operations
Part II. Other Information 12
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
FIRSTWAVE TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEET
(in thousands)
<TABLE>
<CAPTION>
DEC 31, SEPT 30,
1998 1999
----------- -----------
(UNAUDITED)
ASSETS
<S> <C> <C>
Current assets:
Cash and investment securities $ 2,245 $ 4,011
Accounts receivable, less allowance for
doubtful accounts of $425 and $420, respectively 3,146 2,082
Other assets 395 424
----------- -----------
Total current assets 5,786 6,517
Property and equipment, net 1,501 1,028
Deferred income tax benefit 2,621 2,621
Software development costs, net 770 1,655
Intangible asset 644 520
----------- -----------
$ 11,322 $ 12,341
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,354 $ 1,077
Deferred revenue 1,581 1,057
Accrued employee compensation
and benefits 284 284
Other accrued liabilities 343 232
----------- -----------
Total current liabilities 3,562 2,650
Shareholders' equity 7,760 9,691
----------- -----------
$ 11,322 $ 12,341
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 4
FIRSTWAVE TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended For the Nine Months Ended
-------------------------- -------------------------
Sept 30, Sept 30, Sept 30, Sept 30,
1998 1999 1998 1999
------- -------- -------- --------
<S> <C> <C> <C> <C>
Net revenues
Software $ 679 $ 394 $ 2,866 $ 1,930
Services 1,575 811 3,840 2,720
Maintenance 1,373 1,211 3,977 3,732
Other 135 127 427 323
------- -------- -------- --------
3,762 2,543 11,110 8,705
------- -------- -------- --------
Cost and expenses
Cost of revenues
Software 184 294 524 690
Services 1,041 579 2,761 1,811
Maintenance 430 418 1,257 1,072
Other 131 125 411 304
Sales and marketing 1,419 698 4,440 2,898
Product development 519 336 1,608 1,352
General and administrative 893 526 2,299 2,262
------- -------- -------- --------
4,617 2,976 13,300 10,389
------- -------- -------- --------
Operating loss (855) (433) (2,190) (1,684)
Interest income 39 38 154 83
------- -------- -------- --------
Loss before income taxes (816) (395) (2,036) (1,601)
Income tax (10) (7) (80) (37)
------- -------- -------- --------
Net loss $ (826) $ (402) $ (2,116) $ (1,638)
======= ======== ======== ========
Dividends on preferred stock 0 (45) 0 (75)
------- -------- -------- --------
Net loss applicable to common
shareholders $ (826) $ (447) $ (2,116) $ (1,713)
======= ======== ======== ========
Basic and diluted
net loss per share $ (0.16) $ (0.08) $ (0.41) $ (0.33)
======= ======== ======== ========
Weighted average number of common
and common share equivalents 5,145 5,400 5,120 5,200
======= ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 5
FIRSTWAVE TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(in thousands, except share data)
(unaudited)
For the Nine Months Ended September 30, 1999
<TABLE>
<CAPTION>
Common Stock Preferred Stock
------------------------ -------------------------- Add'l Compre-
Paid-In hensive
Shares Amount Shares Amount Capital Loss
----------- ---------- ----------- ------------ ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1998 5,151,322 $ 10 0 $ 0 $ 19,813 $ 0
Series A convertible preferred stock 20,000 2,000
Issuances of stock and warrants 500,000 1 1,509
Exercise of common stock options 31,754 82
Employee stock plan purchases 4,392 8
Comprehensive loss:
Net loss (1,638)
Foreign currency translation adjustment (31)
----------
Accumulated comprehensive loss (1,669)
----------
----------- ---------- ----------- ------------ ----------
Balance at September 30, 1999 5,687,468 $ 11 20,000 $ 2,000 $ 21,412
=========== ========== =========== ============ ==========
<CAPTION>
Accumulated
Other
Comprehensive Accumulated
Income/(loss) Deficit Total
----------------- ----------- -------------
<S> <C> <C> <C>
Balance at December 31, 1998 $ 34 $ (12,097) $ 7,760
Series A convertible preferred stock 2,000
Issuances of stock and warrants 1,510
Exercise of common stock options 82
Employee stock plan purchases 8
Comprehensive loss:
Net loss (1,638) (1,638)
Foreign currency translation adjustment (31) (31)
Accumulated comprehensive loss
---------------- -------- ------------
Balance at September 30, 1999 $ 3 $ (13,735) $ 9,691
================ ========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 6
FIRSTWAVE TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
For the Nine Months Ended
-------------------------------
Sept 30, 1998 Sept 30, 1999
------------- -------------
<S> <C> <C>
Cash flows used in operating activities $ (1,554) $ (204)
Cash flows from investing activities
Acquisition of Co-cam UK (246) 0
Software development costs 0 (1,380)
Purchases of property and equipment (493) (219)
------------- -------------
Net cash used in investing activities (739) (1,599)
------------- -------------
Cash flows from financing activities
Proceeds from issuance of preferred stock 0 2,000
Proceeds from issuances of common stock 134 1,600
------------- -------------
Net cash provided by financing activities 134 3,600
------------- -------------
------------- -------------
Foreign currency translation adjustment 58 (31)
------------- -------------
Increase/(decrease) in cash (2,101) 1,766
Cash and investment securities, beginning of period 4,969 2,245
------------- -------------
Cash and investment securities, end of period $ 2,868 $ 4,011
============= =============
Supplemental disclosure of cash flow information
------------- -------------
Cash paid during the period for income taxes $ 80 $ 37
============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
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FIRSTWAVE TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
A. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and do not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In
the opinion of management, all adjustments (consisting only of normal
occurring accruals) considered necessary for a fair presentation have
been included.
B. ACCOUNTING POLICIES
BASIC AND DILUTED NET LOSS PER COMMON SHARE
Basic net loss per common share is based on the weighted average number
of shares of common stock outstanding during the period. Stock options
and convertible preferred stock would have been included in the diluted
earnings per share calculation had they not been antidilutive. Net loss
applicable to common shareholders includes a charge for dividends
related to the Company's outstanding preferred stock.
FOREIGN CURRENCIES
Assets and liabilities recorded in foreign currencies are translated at
the exchange rate on the balance sheet date and the effects of foreign
currency translation adjustments are included as a component of
shareholders' equity.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make certain
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses. Actual results could differ from
those estimates.
C. COMMON STOCK
During the third quarter of 1999, the Company issued, in a private
placement, 500,000 unregistered restricted shares of authorized Common
Stock at $3.00 per share for an aggregate amount of $1,500,000.
PREFERRED STOCK
The Company issued 20,000 shares of Preferred Stock during the second
quarter of 1999 to two officers for an aggregate of $2 million. There
are no shares that are authorized but unissued. The Preferred Stock
accumulate dividends at a rate of 9% that are payable annually when
declared by the Board of Directors. The Preferred Stock is convertible
(after a period of one year from issue) into common stock at the option
of the holder at a conversion price of $2.06.
7
<PAGE> 8
ITEM 2.
FIRSTWAVE TECHNOLOGIES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
Firstwave Technologies, Inc. (the "Company") is a provider of Internet
Relationship Management (eRM) applications. Netgain(TM) Suite is the Company's
web-based suite of applications created to fulfill and manage the e-business
relationship needs of a company in the areas of sales, marketing, and customer
support. On June 30, 1999, the Company released Netgain Sales 3.0, which
included the Netgain Internet Business Center(TM) (IBC), new customization
tools, and integration with Microsoft(R) Outlook. The Company continues to sell,
service and support its client/server products, Takecontrol(R) and Firstwave for
Unix, which include Sales, Marketing, and Customer Support modules.
RESULTS OF OPERATIONS
Total revenues decreased 32.4% from $3,762,000 in the third quarter of 1998 to
$2,543,000 in the third quarter of 1999, and year to date decreased 21.6% from
$11,110,000 in 1998 to $8,705,000 in 1999 primarily due to decreases in license
fees and professional services. Software revenues decreased 42.0% from $679,000
in the third quarter of 1998 to $394,000 in the third quarter of 1999, and year
to date decreased 32.7% from $2,866,000 in 1998 to $1,930,000 in 1999. The lower
license revenues on a year-over-year basis are attributed to the slower than
expected ramp-up of revenues from the new product, Netgain Sales, and lower
revenues from the Takecontrol product line. However, a comparison of license
fees on a subsequent quarter-over-quarter basis shows an 8% increase from
$365,000 in the second quarter of 1999 to $394,000 in the third quarter of 1999.
This increase in license fees represents a reversal of the declining trend in
license fees the Company has experienced in recent quarters. The Company's
quarter-to-quarter revenues are also significantly dependent upon the timing of
the closing of license agreements.
Revenues from international license revenues decreased 54.6% from $513,000 in
the third quarter of 1998 to $233,000 in the corresponding quarter of 1999. Year
to date, revenues from international licenses decreased 44.7% from $2,273,000 in
1998 to $1,256,000 in 1999. As a percentage of total revenues, international
license revenues decreased from 13.6% in the third quarter of 1998 to 9.2% in
the third quarter of 1999, and year to date decreased as a percentage of total
revenues from 20.5% in 1998 to 14.4% in 1999. The decreases in international
license fees are the result of lower sales of the Company's Takecontrol product
line through international distributors. International license revenues were
primarily from system expansions of existing Takecontrol customers. The
Company's Netgain product line will include internationalization (language and
currency) in its Version 4.0 release. During the third quarter of 1999 total
revenues generated from sales in the United Kingdom were 43.4% of total revenue.
8
<PAGE> 9
Services revenues decreased 48.5% from $1,575,000 in the third quarter of 1998
to $811,000 in the third quarter of 1999, and year to date decreased 29.2% from
$3,840,000 in 1998 to $2,720,000 in 1999. The decreases in services revenues are
consistent with the decreases in software license revenues as the Company
typically provides separate implementation and training services at the time of
software sales. Also contributing to the lower services revenues was the
Company's decision to allocate billable staff members to assist with internal
development projects during the third quarter.
Maintenance revenues decreased 11.8% from $1,373,000 in the third quarter of
1998 to $1,211,000 in the third quarter of 1999, and year to date decreased 6.2%
from $3,977,000 in 1998 compared to $3,732,000 in 1999. Maintenance revenues are
the result of renewal agreements from previous software license sales and
implementation of new agreements from software license sales.
Cost of software revenues increased 59.8% from $184,000 in the third quarter of
1998 to $294,000 in the third quarter of 1999. Year to date, cost of software
revenues increased 31.7% from $524,000 in 1998 to $690,000 in 1999. These
increases are a result of an increase in third party software costs and
increased amortization of capitalized software associated with the Netgain
product line. Cost of software revenues include costs of third party software,
amortization of capitalized software costs, media costs, and documentation
materials.
Cost of revenues for services decreased 44.4% from $1,041,000 in the third
quarter of 1998 to $579,000 in the third quarter of 1999 and year to date,
decreased 34.4% from $2,761,000 in 1998 to $1,811,000 in 1999 due to decreases
in the number of service personnel and related costs. The decrease in personnel
and associated costs is due to changes implemented by management and reflect the
impact of lower services and license revenues. Cost of revenues for maintenance
decreased 2.8% from $430,000 in the third quarter of 1998 to $418,000 in the
third quarter of 1999. Year to date, cost of revenues for maintenance decreased
14.7% from $1,257,000 in 1998 to $1,072,000 in 1999. The year to date decrease
in cost of maintenance is primarily due to a decrease in international
maintenance costs from the May 1, 1998 acquisition of Firstwave UK. Previously,
while operating as a distributor, a portion of the maintenance revenue was
retained by the distributor and recorded as a cost of maintenance by the
Company. Now as a wholly owned subsidiary, the Company retains the full amount
of the maintenance revenue. There were also decreases in payroll and related
costs in this area.
Sales and marketing expense decreased 50.8% from $1,419,000 in the third quarter
of 1998 to $698,000 in the third quarter of 1999. Year to date, sales and
marketing expenses decreased 34.7% from $4,440,000 in 1998 to $2,898,000 in
1999. The decreases were due to decreases in international and domestic
commissions associated with the decrease in software license revenues and
decreases in payroll and related costs. The Company has also made changes to its
marketing plan, decreasing costs in trade shows and using a more automated and
consistent approach targeting specific prospects, including the use of the
Company's website to obtain additional sales leads.
9
<PAGE> 10
The Company's product innovation and development expenditures, which includes
amounts capitalized, increased 72.6% from $519,000 in the third quarter of 1998
to $896,000 in the third quarter of 1999. Year to date, product innovation and
development expenditures increased 69.9% from $1,608,000 in 1998 to $2,732,000
in 1999. These increases are related to continued development efforts on the
Netgain Suite product. Software development costs capitalized during the three
months and nine months ended September 30, 1999 were $560,000 and $1,380,000
respectively. No capitalization of development costs occurred during the
comparative periods of 1998. The Company expects that the additional versions of
Netgain will further enhance the product's viability in the market.
General and administrative expenses decreased 41.1% from $893,000 in the third
quarter of 1998 to $526,000 in the third quarter of 1999. Year to date, general
and administrative expenses decreased 1.6% from $2,299,000 in 1998 to $2,262,000
in 1999. The quarterly decrease is due primarily to decreased bad debt expense
related to a recovery of an account reserved for during the first quarter, as
well as lower administrative expenses related to overall reduced staff levels.
The year to date decrease is inclusive of the additional costs associated with
maintaining the London office and demonstrates the Company's effective
implementation of cost cutting initiatives.
Interest income decreased 2.6% from $39,000 in the third quarter of 1998 to
$38,000 in the third quarter of 1999 and year to date decreased 46.1% from
$154,000 in 1998 to $83,000 in 1999. These decreases are due to fluctuations in
invested cash balances.
The above factors combined to result in a 45.9% decrease in net loss from
$826,000 in the third quarter of 1998 to a net loss applicable to common
shareholders of $447,000 in the third quarter of 1999, and a net loss per share
of $0.16 for the third quarter of 1998 compared to a net loss per share of $0.08
for the third quarter of 1999. Year to date, net loss decreased 19.0% from
$2,116,000 in 1998 compared to a net loss applicable to common shareholders of
$1,713,000 in 1999 and a net loss per share of $0.41 per share in 1998 compared
to a net loss per share of $0.33 in 1999. The net loss per share amount for the
nine months ended September 30, 1999 also includes dividends of $75,000 accrued
on preferred stock.
BALANCE SHEET
Net accounts receivable decreased 33.8% from $3,146,000 at December 31, 1998 to
$2,082,000 at September 30, 1999 due to collection of outstanding receivables
and decreased revenues. Property and equipment decreased 31.5% from $1,501,000
at December 31, 1998 to $1,028,000 at September 30, 1999, due to year to date
depreciation and write-offs of obsolete computer equipment, offset by additional
fixed asset purchases. Capitalized software increased 114.9% from $770,000 at
December 31, 1998 to $1,655,000 at September 30, 1999 due to additional
capitalization of $1,380,000 in development costs during the first nine months
of 1999 net of $495,000 of amortization. Accounts payable decreased 20.5% from
$1,354,000 at December 31, 1998 to $1,077,000 at September 30, 1999 consistent
with the decrease in operating expenses during the first nine months of 1999.
Deferred revenue decreased 33.1% from $1,581,000 at December 31, 1998 to
$1,057,000 at September 30, 1999 primarily due to the recognition of nine months
of maintenance revenues related to annual
10
<PAGE> 11
contracts billed in advance at year end. Other accrued liabilities decreased
32.4% from $343,000 at December 31, 1998 to $232,000 at September 30, 1999 due
to lower sales and VAT tax payable consistent with lower revenues during the
first nine months of 1999.
LIQUIDITY AND CAPITAL RESOURCES
The Company issued 20,000 shares of Series A Preferred Stock for $2 million
during the second quarter of 1999 and 500,000 shares of unregistered restricted
Common Stock for $1.5 million during the third quarter of 1999. As a result, at
September 30, 1999, the Company had cash and investment securities of $4,011,000
compared to $2,245,000 at December 31, 1998. Management believes that its
present liquidity position, recent equity infusions and the available line of
credit are sufficient to finance the Company's operations during 1999 and
beyond. The Company's primary non-operating use of cash during the nine-month
period ending September 30, 1999 consisted of $1,380,000 for the continued
development of its software products. The Company also has available a
$3,000,000 line of credit, which is in effect through September 15, 2000, bears
interest at the prime rate and is secured by the assets of the Company. As of
September 30, 1999 there were no borrowings against the line of credit.
YEAR 2000
The Company's current product lines are year 2000 compliant. However, some of
the Company's customers are running older product versions that are not year
2000 compliant. All of the Company's customers have been notified of the
availability of a year 2000 compliant version of the Company's product they are
running and the Company has been encouraging its customers to migrate to current
product versions. Although the Company has designed and tested the most current
versions of its products to be year 2000 compliant, there can be no assurance
that they do not contain undetected errors or other defects associated with year
2000 date functions.
A year 2000 evaluation was completed during 1998 to assess the Company's year
2000 readiness related to its internal systems. As of September 30, 1999, all
critical systems are now compliant, and the Company is 98% complete in bringing
the balance of internal systems into compliance. Although the cost associated
with completing year 2000 readiness for the Company's internal systems has been
determined to be immaterial, there can be no assurance that the Company will not
experience unanticipated consequences caused by undetected errors or defects in
the technology used in its internal systems, which are composed of third party
software and hardware. The Company is in the process of implementing contingency
plans and business resumption plans that will be completed during the remainder
of fiscal 1999.
11
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Not Applicable
Item 2. Changes in Securities
On August 9, 1999, the Company issued and sold 500,000 shares of its
Common Stock for an aggregate purchase price of $1,500,000 to Mercury
Ventures in a private placement. The transaction was exempt under
Section 4(2) of the Securities Act of 1933 and Rule 506 thereunder as a
private placement to an institutional accredited investor.
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
Exhibit 27 Financial Data Schedule (for S.E.C. use only)
12
<PAGE> 13
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.
FIRSTWAVE TECHNOLOGIES, INC.
/s/ Judith A. Vitale
DATE: November 10, 1999 --------------------------------------------
Judith A. Vitale
Vice President of Finance and Administration
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
OF FIRSTWAVE TECH FOR QUARTER ENDED SEPTEMBER 30, 1999 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<EXCHANGE-RATE> 1
<CASH> 4,011
<SECURITIES> 0
<RECEIVABLES> 2,082<F1>
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 6,517
<PP&E> 1,028<F1>
<DEPRECIATION> 0
<TOTAL-ASSETS> 12,341
<CURRENT-LIABILITIES> 2,650
<BONDS> 0
0
2,000
<COMMON> 11
<OTHER-SE> 7,680
<TOTAL-LIABILITY-AND-EQUITY> 12,341
<SALES> 1,930
<TOTAL-REVENUES> 8,705
<CGS> 690
<TOTAL-COSTS> 3,877
<OTHER-EXPENSES> 6,512
<LOSS-PROVISION> (31)
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,601)
<INCOME-TAX> (37)
<INCOME-CONTINUING> (1,638)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,638)
<EPS-BASIC> (.33)
<EPS-DILUTED> (.33)
<FN>
<F1>A/R and PPE asset values represent net amounts.
</FN>
</TABLE>
