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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 MARCH 31, 2000
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 May 10, 2000
Common Stock, no par value 6,285,406 Shares
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FIRSTWAVE TECHNOLOGIES, INC.
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2000
INDEX
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Page No.
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Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheet - December 31, 1999 and March 31, 2000 3
Consolidated Statement of Operations - For the Three Months Ended
March 31, 1999 and March 31, 2000 4
Consolidated Statement of Changes in Shareholders' Equity -
For the Three Months Ended March 31, 2000 5
Consolidated Statement of Cash Flows - For the Three Months Ended
March 31, 1999 and March 31, 2000 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 11
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FIRSTWAVE TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)
<TABLE>
<CAPTION>
DEC 31, MAR 31,
1999 2000
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(UNAUDITED)
ASSETS
<S> <C> <C>
CURRENT ASSETS:
CASH AND CASH EQUIVALENTS $ 2,029 $ 2,629
INVESTMENT SECURITIES, HELD TO MATURITY 1,631 493
ACCOUNTS RECEIVABLE, LESS ALLOWANCE FOR
DOUBTFUL ACCOUNTS OF $345 AND $321, RESPECTIVELY 1,937 1,681
OTHER ASSETS 489 378
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TOTAL CURRENT ASSETS 6,086 5,181
PROPERTY AND EQUIPMENT, NET 922 819
DEFERRED INCOME TAX BENEFIT 2,621 2,708
SOFTWARE DEVELOPMENT COSTS, NET 1,918 2,168
INTANGIBLE ASSET 476 436
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$12,023 $11,312
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LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
ACCOUNTS PAYABLE $ 570 $ 646
DEFERRED REVENUE 1,519 1,289
ACCRUED EMPLOYEE COMPENSATION AND BENEFITS 173 296
DIVIDENDS PAYABLE 123 0
OTHER ACCRUED LIABILITIES 230 254
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TOTAL CURRENT LIABILITIES 2,615 2,485
SHAREHOLDERS' EQUITY 9,408 8,827
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$12,023 $11,312
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THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
3
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FIRSTWAVE TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
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<CAPTION>
FOR THE THREE MONTHS ENDED
--------------------------
MAR 31, MAR 31,
1999 2000
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<S> <C> <C>
NET REVENUES
SOFTWARE $ 1,171 $ 737
SERVICES 959 672
MAINTENANCE 1,233 1,094
OTHER 99 66
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3,462 2,569
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COST AND EXPENSES
COST OF REVENUES
SOFTWARE 205 295
SERVICES 633 637
MAINTENANCE 301 430
OTHER 95 64
SALES AND MARKETING 1,379 963
PRODUCT DEVELOPMENT 624 242
GENERAL AND ADMINISTRATIVE 1,079 731
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4,316 3,362
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OPERATING LOSS (854) (793)
INTEREST INCOME 18 43
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LOSS BEFORE INCOME TAXES (836) (750)
INCOME TAX (4) (20)
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NET LOSS $ (840) $ (770)
======= =======
DIVIDENDS ON PREFERRED STOCK 0 (45)
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NET LOSS APPLICABLE TO COMMON
SHAREHOLDERS $ (840) $ (815)
======= =======
BASIC AND DILUTED
NET LOSS PER SHARE $ (0.16) $ (0.14)
======= =======
BASIC AND DILUTED WEIGHTED
AVERAGE SHARES OUTSTANDING 5,160 5,752
======= =======
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THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
4
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FIRSTWAVE TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2000
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<CAPTION>
COMMON STOCK PREFERRED STOCK ACCUMULATED
------------------ --------------- ADD'L COMPRE- OTHER
PAID-IN HENSIVE COMPREHENSIVE ACCUMULATED
SHARES AMOUNT SHARES AMOUNT CAPITAL LOSS LOSS DEFICIT TOTAL
---------- ------ ------ ------ ------- ------- ------------- ----------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1999 5,740,283 $ 11 20,000 $2,000 $21,574 $ 0 $ (5) $(14,172) $9,408
EXERCISE OF COMMON STOCK OPTIONS 59,124 192 192
EMPLOYEE STOCK PLAN PURCHASES 404 1 1
COMPREHENSIVE LOSS:
NET LOSS (770) (770) (770)
FOREIGN CURRENCY TRANSLATION ADJUSTMENT (4) (4) (4)
-----
ACCUMULATED COMPREHENSIVE LOSS (774)
-----
--------- ------ ------ ------ ------- ------------- ----------- ------
BALANCE AT MARCH 31, 2000 5,799,811 $ 11 20,000 $2,000 $21,767 $ (9) $(14,942) $8,827
========= ====== ====== ====== ======= ============= =========== ======
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
5
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FIRSTWAVE TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
----------------------------
MAR 31, 1999 MAR 31, 2000
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<S> <C> <C>
CASH FLOWS PROVIDED BY/(USED IN) OPERATING ACTIVITIES $ 94 $ (47)
CASH FLOWS FROM INVESTING ACTIVITIES
SOFTWARE DEVELOPMENT COSTS (344) (500)
PURCHASES OF PROPERTY AND EQUIPMENT (20) (77)
PURCHASE OF INVESTMENT SECURITIES (493)
PROCEEDS FROM SALE OF INVESTMENT SECURITIES 1,646
------------ ------------
NET CASH PROVIDED BY/(USED IN)
INVESTING ACTIVITIES (364) 576
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
PROCEEDS FROM EMPLOYEE STOCK PURCHASE PLAN 3 1
PROCEEDS FROM ISSUANCE OF PREFERRED STOCK 1,000 0
PAYMENT OF DIVIDENDS ON PREFERRED STOCK 0 (123)
EXERCISE OF COMMON STOCK OPTIONS 0 192
------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 1,003 70
------------ ------------
------------ ------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH (52) 1
------------ ------------
INCREASE IN CASH 681 600
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 2,245 2,029
------------ ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 2,926 $ 2,629
============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
------------ ------------
CASH PAID DURING THE PERIOD FOR INCOME TAXES $ 4 $ 20
============ ============
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
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FIRSTWAVE TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
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.
7
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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-based
customer relationship management (eCRM) applications. The Company markets and
supports three product lines: Firstwave eRM, Takecontrol(R), and Firstwave for
Unix. All three offer a suite of products designed to automate marketing, sales,
and customer service operations for companies in multiple industries. Firstwave
eRM is the Company's Internet-based product suite, Takecontrol is a Microsoft(R)
Windows-based product suite, and Firstwave for Unix is a traditional UNIX
character-based product suite.
RESULTS OF OPERATIONS
Total revenues decreased 25.8% from $3,462,000 in the first quarter of 1999 to
$2,569,000 in the first quarter of 2000. Software revenues decreased 37.1% from
$1,171,000 in the first quarter of 1999 to $737,000 in the first quarter of
2000. The lower license revenues on a year-over-year basis are attributed
primarily to decreased international sales through the Company's global network
of distributors. These distributors have historically offered only the
Takecontrol and Firstwave for UNIX product lines. With the release of Firstwave
eRM version 4.0 in the second quarter of 2000, the Company gives its
distributors an internet-based product with multi-lingual and multi-currency
capabilities to add to their offerings of Firstwave products. Decreased sales by
international distributors and Firstwave UK resulted in lower international
license revenues of $452,000 in the first quarter of 2000, down 41.9% from
$778,000 in the first quarter of 1999. As a percentage of total revenues,
international license revenues decreased from 22.5% in the first quarter of 1999
to 17.6% in the first quarter of 2000.
Total revenues increased 3.3% on a sequential-quarter basis, from $2,488,000 in
the fourth quarter of 1999 to $2,569,000 in the first quarter of 2000.
Similarly, software revenues increased 47.4% from $500,000 in the fourth quarter
of 1999 to $737,000 in the first quarter of 2000. The Company's quarterly
revenues are also significantly dependent upon the timing of the closing of
license agreements.
Services revenues decreased 29.9% from $959,000 in the first quarter of 1999 to
$672,000 in the first quarter of 2000. The decrease in services revenues is
consistent with the decrease in software license revenue as the Company
typically provides separate implementation and training services at the time of
software sales.
Maintenance revenues decreased 11.3% from $1,233,000 in the first quarter of
1999 to $1,094,000 in the first quarter of 2000. Maintenance revenues are the
result of renewal agreements from previous software license sales and
implementation of new agreements from software license sales. The decrease is
primarily due to a decrease in the Company's Takecontrol installed base of
systems covered under maintenance agreements.
8
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Cost of software revenues increased 43.9% from $205,000 in the first quarter of
1999 to $295,000 in the first quarter of 2000. The increase is the result of
increased amortization of capitalized software associated with the Firstwave eRM
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 remained consistent at $637,000 in the first
quarter of 2000 compared to $633,000 in the first quarter of 1999. Cost of
revenues for maintenance increased 42.9% from $301,000 in the first quarter of
1999 to $430,000 in the first quarter of 2000. The increase in cost of
maintenance is primarily due to increased payroll and related expenses to ramp
up support personnel to support the eRM suite.
Sales and marketing expense decreased 30.2% from $1,379,000 in the first quarter
of 1999 to $963,000 in the first quarter of 2000. The decreases were due to
decreases in international commissions consistent with the decrease in software
license revenues sold by international distributors. 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.
The Company's product innovation and development expenditures, which includes
amounts capitalized, decreased 23.3% from $968,000 in the first quarter of 1999
to $742,000 in the first quarter of 2000. The higher development expenditures
during the first quarter of 1999 relate to costs associated with enhancements of
the Takecontrol product line. There were no corresponding costs during the first
quarter of 2000. Software development costs capitalized during the three months
ended March 31, 1999 and 2000 were $344,000 and $500,000 respectively. The
Company expects that the additional versions of Firstwave eRM will further
enhance the product's viability in the market.
General and administrative expenses decreased 32.3% from $1,079,000 in the first
quarter of 1999 to $731,000 in the first quarter of 2000. First quarter 1999
included a $212,000 bad debt expense related to the reserve for outstanding
receivables that were partially recovered in the third quarter of 1999. There
was no corresponding activity during the first quarter of 2000.
Interest income increased 138.9% from $18,000 in the first quarter of 1999 to
$43,000 in the first quarter of 2000 due to the increase in invested cash
balances.
The net loss applicable to common shareholders for the first quarter of 2000
includes a $45,000 charge for dividends related to the Company's outstanding
convertible preferred stock that was issued during the second quarter of 1999.
The above factors combined to result in a 3.0% decrease in net loss from
$840,000 in the first quarter of 1999 to a net loss applicable to common
shareholders of $815,000 in the first quarter of 2000, and a net loss per share
of $0.16 for the first quarter of 1999 compared to a net loss per share of $0.14
for the first quarter of 2000.
BALANCE SHEET
Net accounts receivable decreased 13.2% from $1,937,000 at December 31, 1999 to
$1,681,000 at March 31, 2000 due to collection of outstanding receivables.
Property and equipment decreased 11.2% from $922,000 at December 31, 1999 to
$819,000 at March 31, 2000, due to year to date depreciation offset by
additional fixed asset purchases. Capitalized software increased 13.0% from
$1,918,000 at December 31, 1999 to $2,168,000 at March 31,
9
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2000 due to additional capitalization of development costs net of the related
amortization. Deferred revenue decreased 15.1% from $1,519,000 at December 31,
1999 to $1,289,000 at March 31, 2000 primarily due to the recognition of three
months of maintenance revenues related to annual contracts billed in advance at
year end. Accrued employee compensation and benefits increased 71.1% from
$173,000 at December 31, 1999 to $296,000 at March 31, 2000 due to additional
vacation pay, incentive pay, and commissions earned by employees. There was no
balance in dividends payable at March 31, 2000 due to the $123,000 payment of
accrued dividends in January of 2000.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 2000, the Company had cash and investment securities of $3,122,000
compared to $3,660,000 at December 31, 1999. Management believes that its
present liquidity position, expected cash flow from operations, and available
line of credit are sufficient to finance the Company's operations during 2000
and beyond. The Company's $3,000,000 line of credit, which is in effect through
September 15, 2000, bears interest at the prime rate, but increases to prime
plus .50% if the Company fails to attain certain quarterly financial targets.
The line of credit is secured by the assets of the Company. As of March 31, 2000
there were no borrowings against the line of credit.
YEAR 2000
As of May 10, 2000 there have been no material issues related to year 2000 in
the Company's products or internal systems.
RECENT ACCOUNTING PRONOUNCEMENTS
In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 101, Revenue Recognition in Financial Statements ("SAB 101"). This
bulletin summarizes certain of the Staff's views in the application of generally
accepted accounting principles to revenue recognition in financial statements.
There will be no material impact on the Company's financial statements as a
result of the issuance of this bulletin.
10
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Not Applicable
Item 2. Changes in Securities
None
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 SEC use only)
11
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FIRSTWAVE TECHNOLOGIES, INC.
DATE: May 10, 2000 /s/ Judith A. Vitale
--------------------
Judith A. Vitale
Vice President of Finance and Administration
12
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<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q OF
FIRSTWAVE TECHNOLOGIES, INC. FOR QUARTER ENDED MARCH 31, 2000 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<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
<CASH> 2,629
<SECURITIES> 493
<RECEIVABLES> 1,681
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,181
<PP&E> 819
<DEPRECIATION> 0
<TOTAL-ASSETS> 11,312
<CURRENT-LIABILITIES> 2,485
<BONDS> 0
0
2,000
<COMMON> 11
<OTHER-SE> 6,816
<TOTAL-LIABILITY-AND-EQUITY> 11,312
<SALES> 737
<TOTAL-REVENUES> 2,569
<CGS> 295
<TOTAL-COSTS> 1,426
<OTHER-EXPENSES> 1,936
<LOSS-PROVISION> 13
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (750)
<INCOME-TAX> (20)
<INCOME-CONTINUING> (770)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (770)
<EPS-BASIC> (.14)
<EPS-DILUTED> (.14)
</TABLE>
