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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 JUNE 30, 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 August 11, 2000
----------------------------------
Common Stock, no par value 6,287,577 Shares
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FIRSTWAVE TECHNOLOGIES, INC.
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2000
<TABLE>
<CAPTION>
INDEX
Page No.
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<S> <C>
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheet - December 31, 1999 and June 30, 2000 3
Consolidated Statement of Operations - For the Three and Six Months Ended
June 30, 1999 and June 30, 2000 4
Consolidated Statement of Changes in Shareholders' Equity -
For the Six Months Ended June 30, 2000 5
Consolidated Statement of Cash Flows - For the Six Months Ended
June 30, 1999 and June 30, 2000 6
Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
Part II. Other Information 13
</TABLE>
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FIRSTWAVE TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)
<TABLE>
<CAPTION>
DEC 31, JUNE 30,
1999 2000
--------- -----------
(UNAUDITED)
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash and Cash Equivalents $ 2,029 $ 3,676
Investment Securities, Held to Maturity 1,631 0
Accounts Receivable, Less Allowance for
Doubtful Accounts of $345 and $283, Respectively 1,937 1,874
Other Assets 489 382
--------- ---------
TOTAL CURRENT ASSETS 6,086 5,932
Property and Equipment, Net 922 773
Deferred Income Tax Benefit 2,621 2,708
Software Development Costs, Net 1,918 2,354
Intangible Asset 476 387
--------- ---------
$ 12,023 $ 12,154
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable $ 570 $ 1,012
Deferred Revenue 1,519 1,006
Accrued Employee Compensation and Benefits 173 417
Line of Credit 0 1,500
Dividends Payable 123 0
Other Accrued Liabilities 230 234
--------- ---------
TOTAL CURRENT LIABILITIES 2,615 4,169
SHAREHOLDERS' EQUITY 9,408 7,985
--------- ---------
$ 12,023 $ 12,154
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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FIRSTWAVE TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
-------------------------- --------------------------
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
1999 2000 1999 2000
-------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net Revenues
Software $ 365 $ 967 $ 1,536 $ 1,704
Services 950 741 1,909 1,413
Maintenance 1,288 916 2,521 2,010
Other 97 86 196 152
-------- -------- -------- --------
2,700 2,710 6,162 5,279
-------- -------- -------- --------
Cost and Expenses
Cost of Revenues
Software 191 224 396 519
Services 599 654 1,232 1,291
Maintenance 353 408 654 838
Other 84 59 179 123
Sales and Marketing 821 1,233 2,200 2,196
Product Development 392 295 1,016 537
General and Administrative 657 692 1,736 1,423
-------- -------- -------- --------
3,097 3,565 7,413 6,927
-------- -------- -------- --------
Operating Loss (397) (855) (1,251) (1,648)
Interest Income 27 34 45 77
-------- -------- -------- --------
Loss Before Income Taxes (370) (821) (1,206) (1,571)
Income Tax (26) (10) (30) (30)
-------- -------- -------- --------
Net Loss $ (396) $ (831) $ (1,236) $ (1,601)
======== ======== ======== ========
Dividends On Preferred Stock (30) (30) (30) (75)
-------- -------- -------- --------
Net Loss Applicable to Common
Shareholders $ (426) $ (861) $ (1,266) $ (1,676)
======== ======== ======== ========
Basic and Diluted
Net Loss Per Share $ (0.08) $ (0.14) $ (0.24) $ (0.29)
======== ======== ======== ========
Basic and Diluted Weighted
Average Shares Outstanding 5,160 6,057 5,160 5,836
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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FIRSTWAVE TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 2000
<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, 1999 5,740,283 $11 20,000 $ 2,000 $21,574 $ 0
Exercise of Common Stock Options 60,374 195
Employee Stock Plan Purchases 563 3
Conversion of Preferred Stock to Common Stock 485,436 1 (10,000) (1,000) 999
Comprehensive Loss:
Net Loss (1,601)
Foreign Currency Translation Adjustment (20)
------
Accumulated Comprehensive Loss (1,621)
------
--------- ---- -------- ------- -------
BALANCE AT JUNE 30, 2000 6,286,656 $12 10,000 $ 1,000 $22,771
========= ==== ======= ======= =======
<CAPTION>
ACCUMULATED
OTHER
COMPREHENSIVE ACCUMULATED
LOSS DEFICIT TOTAL
------------------ ------------ ---------
<S> <C> <C> <C>
Balance At December 31, 1999 $(5) $(14,172) $ 9,408
Exercise of Common Stock Options 195
Employee Stock Plan Purchases 3
Conversion of Preferred Stock to Common Stock 0
Comprehensive Loss:
Net Loss (1,601) (1,601)
Foreign Currency Translation Adjustment (20) (20)
Accumulated Comprehensive Loss
----------- -------- --------
BALANCE AT JUNE 30, 2000 $ (25) $(15,773) $ 7,985
=========== ======== =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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FIRSTWAVE TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED
-------------------------------
JUNE 30, 1999 JUNE 30, 2000
------------- -------------
<S> <C> <C>
Cash Flows Provided By/(Used In) Operating Activities $ 104 $ (533)
Cash Flows From Investing Activities
Software Development Costs (820) (875)
Purchases of Property and Equipment (64) (181)
Purchase of Investment Securities 0 (493)
Proceeds From Maturity of Investment Securities 0 2,146
-------- --------
Net Cash Provided By/(Used In) Investing Activities (884) 597
-------- --------
Cash Flows From Financing Activities
Borrowings Under Line of Credit 0 1,500
Proceeds From Employee Stock Purchase Plan 7 3
Proceeds From Issuance of Preferred Stock 2,000 0
Issuance of Stock Warrants 9 0
Payment of Dividends On Preferred Stock 0 (123)
Exercise of Common Stock Options 0 195
-------- --------
Net Cash Provided by Financing Activities 2,016 1,575
-------- --------
-------- --------
Effect of Exchange Rate Changes On Cash (46) 8
-------- --------
Increase in Cash 1,190 1,647
Cash and Cash Equivalents, Beginning of Period 2,245 2,029
-------- --------
Cash and Cash Equivalents, End of Period $ 3,435 $ 3,676
======== ========
Supplemental Disclosure of Cash Flow Information
-------- --------
Cash Paid During the Period for Income Taxes $ 26 $ 30
======== ========
</TABLE>
The Accompanying Notes are an Integral Part of These Financial Statements.
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FIRSTWAVE TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000
A. BASIS OF PRESENTATION
Firstwave Technologies, Inc. (the "Company") is a provider of Internet
relationship management solutions. The Company markets and supports
three product lines: Firstwave eRM, Takecontrol(R), and Firstwave for
Unix. All three offer a suite of applications created to fulfill and
manage the e-business relationship needs of a company in the areas of
sales, marketing and support.
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and Rule
10-01 of Regulation S-X. Accordingly, the statements do not include all
of the information and footnotes required by generally accepted
accounting principles for complete financial statements and should be
read in conjunction with the financial statements contained in the
Company's Annual Report. In the opinion of management, all adjustments
(consisting only of normal occurring accruals) considered necessary for
a fair presentation have been included.
The consolidated financial statements include the accounts of Firstwave
Technologies, Inc. and its wholly owned subsidiary Firstwave
Technologies UK, Ltd. All significant intercompany profits,
transactions, and balances have been eliminated in consolidation.
B. ACCOUNTING POLICIES
REVENUE RECOGNITION
Revenue from product sales is recognized upon shipment of the product
when the Company has no significant obligations remaining and
collection of the resulting receivable is probable. The Company accrues
for estimated warranty costs at the time it recognizes revenue.
Services revenue is recognized as services are performed. Maintenance
revenue is recognized on a pro rata basis over the term of the
maintenance agreements.
International revenues are primarily generated by Firstwave UK and
independent distributors who offer licenses of the Company's products
in specific geographic areas. Under the terms of the Company's
international distributor agreements, international distributors
collect license fees and maintenance revenues on behalf of the Company,
and generally remit 50% of standard license fees and maintenance
revenues they produce. The Company recognizes international sales at
the gross license amount, with the amount paid to the distributors
reflected as a selling expense. The Company's international maintenance
fees are reflected as maintenance revenues, with the amount retained by
distributors shown as a cost of maintenance revenue.
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
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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.
IMPAIRMENT OF LONG-LIVED ASSETS
The Company evaluates impairment of long-lived assets whenever events
or changes in circumstances indicate that the carrying amount of such
assets may not be recoverable. If the sum of the expected future
undiscounted cash flows is less than the carrying amount of the asset,
an impairment loss would be recognized. Measurement of an impairment
loss for long-lived assets would be based on the fair value of the
asset.
C. BORROWINGS
The Company currently maintains two lines of credit agreements with a
commercial bank. The first is a $3 million facility that expires
September 15, 2000, bears interest at the prime rate and is secured by
the assets of the Company. There are no amounts outstanding against
this facility at June 30, 2000. The second is a $1.5 million facility
that expires June 30, 2001, bears interest at the prime rate, and is
secured by a $1.5 million Treasury bill owned by the Company.
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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
relationship management solutions and recognized as having the "Best
Internet-Based CRM Solution" by The Denali Group. Firstwave is based in Atlanta,
Georgia with an office located in London, England. The Company markets and
supports three product lines: Firstwave eRM, Takecontrol(R), and Firstwave for
Unix. All three offer a suite of applications created to fulfill and manage the
e-business relationship needs of a company in the areas of sales, marketing and
support.
Firstwave exists to create a culture of success and efficiency for our customers
by continually improving communication and facilitating interactions among their
employees, customers and partners through the use of technology. Firstwave helps
customers get, keep and grow the right relationships by focusing the
organization around customer satisfaction and employee retention.
RESULTS OF OPERATIONS
Total revenues increased slightly from $2,700,000 in the second quarter of 1999
to $2,710,000 in the second quarter of 2000. Although year to date total
revenues decreased 14.3% from $6,162,000 in 1999 to $5,279,000 in 2000 due to
decreases in professional services and maintenance revenues, the Company has
experienced two consecutive quarter over previous quarter increases in total
revenues. The upward trend in software revenues is primarily due to increased
sales of the Company's internet-based product suite Firstwave eRM to new
customers and system expansions to existing users. Software revenues increased
164.9% from $365,000 in the second quarter of 1999 to $967,000 in the second
quarter of 2000, and year to date increased 10.9% from $1,536,000 in 1999 to
$1,704,000 in 2000. The Company's quarter-to-quarter revenues are significantly
dependent upon the timing of the closing of license agreements.
Software revenues from international licenses increased 134.3% from $245,000 in
the second quarter of 1999 to $574,000 in the corresponding quarter of 2000
primarily due to increased software sales by Firstwave UK and the Company's new
Singapore-based distributor. Year to date, revenues from international licenses
remained consistent at $1,026,000 in 2000 compared to $1,023,000 in 1999. As a
percentage of total revenues, international license revenues increased from 9.1%
in the second quarter of 1999 to 21.2% in the second quarter of 2000.
Services revenues decreased 22.0% from $950,000 in the second quarter of 1999 to
$741,000 in the second quarter of 2000, and year to date decreased 26.0% from
$1,909,000 in 1999 to $1,413,000 in 2000. The Company typically provides
separate implementation and training
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services at the time of software sales. Customization projects will generally
follow the trend in software licenses, but will be delayed.
Maintenance revenues decreased 28.9% from $1,288,000 in the second quarter of
1999 to $916,000 in the second quarter of 2000, and year to date, decreased
20.3% from $2,521,000 for the first six months of 1999 compared to $2,010,000
for the first six months of 2000. The decrease in maintenance revenue for 2000
compared to 1999 is primarily attributable to cancellations during the first
quarter of 2000 related to customers who were using the Takecontrol and
Firstwave for Unix product lines. Maintenance revenues are the result of renewal
agreements from previous software license sales.
Cost of software revenues increased 17.3% from $191,000 in the second quarter of
1999 to $224,000 in the second quarter of 2000. Year to date, cost of software
revenues increased 31.1% from $396,000 in 1999 to $519,000 in 2000. These
increases are a result of an increase in 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 increased 9.2% from $599,000 in the second quarter
of 1999 to $654,000 in the second quarter of 2000 and year to date, increased
4.8% from $1,232,000 in 1999 to $1,291,000 in 2000 due to increased payroll and
related costs. Cost of revenues for maintenance increased 15.6% from $353,000 in
the second quarter of 1999 to $408,000 in the second quarter of 2000. Year to
date, cost of revenues for maintenance increased 28.1% from $654,000 in 1999 to
$838,000 in 2000. These increases are primarily due to increased payroll and
related expenses to ramp up personnel to support the eRM suite.
Sales and marketing expense increased 50.2% from $821,000 in the second quarter
of 1999 to $1,233,000 in the second quarter of 2000 as the Company expanded its
marketing plan. The increase is related to increases in advertising, direct and
e-mail campaigns, payroll costs associated with new sales representatives, and
higher commissions consistent with higher software revenue. Year to date, sales
and marketing expense remained consistent at $2,196,000 in 2000 compared to
$2,200,000 in 1999.
The Company's product innovation and development expenditures, which includes
amounts capitalized, decreased 22.8% from $868,000 in the second quarter of 1999
to $670,000 in the second quarter of 2000. Year to date, product innovation and
development expenditures decreased 23.1% from $1,836,000 in 1999 to $1,412,000
in 2000. These decreases are related to the elimination of development efforts
by Firstwave UK and the resulting decrease in payroll and related costs. The
higher development expenditures during 1999 include costs associated with
enhancements of the Takecontrol product line. There were no corresponding costs
during 2000. Software development costs capitalized during the three months and
six months ended June 30, 1999 and June 30, 2000 were $476,000 and $820,000 and
$375,000 and $875,000 respectively.
General and administrative expenses increased 5.3% from $657,000 in the second
quarter of 1999 to $692,000 in the second quarter of 2000. The quarterly
increase is primarily related to a bad debt recovery during second quarter 1999
while there was no corresponding activity during second quarter 2000. Year to
date, general and administrative expenses decreased 18.0% from $1,736,000 in
1999 to $1,423,000 in 2000. First quarter 1999 included a $212,000 bad debt
expense related to the allowance for bad debts. There was no corresponding
activity during 2000.
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Interest income increased 25.9% from $27,000 in the second quarter of 1999 to
$34,000 in the second quarter of 2000 and year to date increased 71.1% from
$45,000 in 1999 to $77,000 in 2000. These increases are due to fluctuations in
invested cash balances.
The above factors combined to result in a 109.8% increase in the net loss from
$396,000 in the second quarter of 1999 to $831,000 in the second quarter of
2000, and a net loss per share of $.08 for the second quarter of 1999 compared
to a net loss per share of $.14 for the second quarter of 2000. Year to date,
net loss increased 29.5% from $1,236,000 in 1999 compared to $1,601,000 in 2000.
Year to date, net loss per share increased 20.8% from $0.24 per share in 1999
compared to $0.29 per share in 2000. The net loss per share amounts for the
quarters ended June 30, 1999 and June 30, 2000 also include dividends of $30,000
accrued on preferred stock.
BALANCE SHEET
Capitalized software increased 22.7% from $1,918,000 at December 31, 1999 to
$2,354,000 at June 30, 2000 due to additional capitalization of development
costs net of the related amortization. Accounts payable increased 77.5% from
$570,000 at December 31, 1999 to $1,012,000 at June 30, 2000 due to increased
marketing expenses and the timing of their payments. Deferred revenue decreased
33.8% from $1,519,000 at December 31, 1999 to $1,006,000 at June 30, 2000
primarily due to the recognition of six months of maintenance revenues related
to annual contracts billed in advance at year end. Accrued employee compensation
and benefits increased 141.0% from $173,000 at December 31, 1999 to $417,000 at
June 30, 2000 due to additional vacation pay, incentive pay, and commissions
earned by employees. Line of credit increased to $1,500,000 at June 30, 2000 due
to an advance on a new line of credit established during June 2000, there was no
corresponding line of credit at December 31, 1999. There was no balance in
dividends payable at June 30, 2000 due to the cash payment of accrued dividends
of $123,000 in January of 2000.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2000, the Company had cash and cash equivalents of $3,676,000,
including a $1,500,000 Treasury bill, compared to $3,660,000 in cash and
investment securities at December 31, 1999. During the second quarter of 2000,
the Company executed a second line of credit in the amount of $1,500,000. At
June 30, 2000 there was $1,500,000 outstanding on the new line of credit. This
new line of credit bears interest at the prime rate, is effective through June
30, 2001 and is secured by a $1,500,000 Treasury bill owned by the Company. The
Company's existing $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 June 30, 2000 there were no borrowings against the
$3,000,000 line of credit. Management believes that its present liquidity
position, expected cash flow from operations, and available line of credits are
sufficient to finance the Company's operations during 2000.
The Company capitalized $875,000 in software development costs during the first
six months of 2000, as compared to $820,000 during the first six months of 1999.
These amounts relate to continued development and enhancement to the Company's
products.
During the quarter, 10,000 shares of preferred stock held by an outside investor
were converted to 485,436 shares of common stock pursuant to the original terms
of the preferred stock. This transaction had no impact to the Company's cash
position. The common shares are unregistered shares at June 30, 2000.
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YEAR 2000
As of August 11, 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.
The required implementation of SAB 101 has been deferred until the fourth
quarter of 2000. The Company is monitoring on-going interpretations of SAB 101,
but at this time believes that there will be no material impact on the Company's
financial statements.
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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
The Annual Meeting of Shareholders was held on May 9, 2000, in Atlanta,
Georgia, at which the following matter was submitted to a vote of the
shareholders:
Votes cast for or withheld regarding the election of five (5) Directors
for a term of one (1) year were as follows:
<TABLE>
<CAPTION>
Name of Nominee Votes For Votes Withheld
--------------- --------- --------------
<S> <C> <C>
Roger A. Babb 5,589,550 4,975
Richard T. Brock 5,589,750 4,775
John F. Keane 5,589,735 4,790
Michael T. McNeight 5,589,935 4,590
James R. Porter 5,589,735 4,790
</TABLE>
Item 5. Other Information
Not applicable
Item 6. Exhibits and Reports on form 8-K
Exhibit 27 - Financial Data Schedule (for SEC use only)
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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: August 11, 2000 /s/ Judith A. Vitale
--------------------------------------------
Judith A. Vitale
Vice President of Finance and Administration
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