UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: July 29, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period _________________to_______________
Commission File Number: 0-25002
TELEHUBLINK CORPORATION
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(Exact Name of Small Business Issuer as Specified in Its Charter)
DELAWARE 59-3200879
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(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
24 NEW ENGLAND EXECUTIVE PARK
BURLINGTON, MA 01803
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(Address of Principal Executive Offices) (Zip Code)
Issuer's Telephone Number: (781) 229-1102
N/A
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(Former Name, Former Address, and Former Fiscal Year, if Changed Since
Last Report)
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: At September 11, 2000, there were
27,905,106 shares outstanding of common stock, $.01 par value per share.
Transitional Small Business Disclosure Format (check one): [ ] Yes [X] No
<PAGE>
TELEHUBLINK CORPORATION
INDEX
PART I. FINANCIAL INFORMATION PAGE
----
Item 1. Financial Statements
Condensed Consolidated Balance Sheets - July 29, 2000 (unaudited) and
January 29,2000 .............................................................3
Condensed Consolidated Statements of Operations for the Thirteen Weeks Ended
July 29, 2000 and July 31, 1999 and the
Twenty-Six Weeks Ended July 29,2000 and July 31, 1999(unaudited).............4
Condensed Consolidated Statements of Cash Flows for the Twenty-Six Weeks
Ended July 29,2000 and July 31, 1999 (unaudited) ............................5
Notes to Condensed Consolidated Financial Statements ........................6
Item 2. Management's Discussion and Analysis or Plan of operation ...........8
PART II. OTHER INFORMATION
Item 2. Changes in Securities ..............................................16
Item 6. Exhibits and Reports on Form 8-K ...................................17
SIGNATURES..................................................................18
<PAGE>
TELEHUBLINK CORPORATION
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
JULY 29, JANUARY 29,
ASSETS 2000 2000
------------- ------------
(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 5,341,687 $ 26,549
Accounts receivable, net 165,991 44,223
Amount due from sale of assets -- 125,000
Prepaid expenses and other current assets 80,646 37,095
------------ ------------
Total current assets 5,588,324 232,867
Property and equipment, net 849,542 336,645
Intangible assets, net 1,765,092 1,981,793
Other assets 19,373 7,929
------------ ------------
$ 8,222,331 $ 2,559,234
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 228,471 $ 213,219
Accrued expenses 752,090 1,092,087
Subordinated convertible debentures, at accreted value
(liquidation value $600,000) -- 280,300
Equipment loan 196,395 196,395
------------ ------------
Total current liabilities 1,176,956 1,782,001
------------ ------------
Total liabilities 1,176,956 1,782,001
------------ ------------
Stockholders' equity:
Common stock 279,051 237,534
Additional paid-in capital 29,110,191 17,814,241
Stockholders' notes receivable -- (3,763)
Deferred compensation (1,760,509) (9,600)
Accumulated deficit (20,583,358) (17,261,179)
------------ ------------
Total stockholders' equity 7,045,375 777,233
------------ ------------
Total liabilities and stockholders' equity $ 8,222,331 $ 2,559,234
============ ============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
TELEHUBLINK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED THIRTEEN WEEKS ENDED
JULY 29, JULY 31,
2000 1999
-------------------- --------------------
(As restated,
see note 1)
<S> <C> <C>
Revenue $ 4,959,701 490,245
Cost of revenue 4,362,660 266,647
------------ ------------
Gross profit 597,041 223,598
------------ ------------
Operating expenses:
Stock-based charges 472,231 54,100
Research and development 337,149 --
Operating losses of WEC prior to acquisition -- 158,000
Selling, general and administrative expenses 1,049,090 253,937
Provision for bad debt 286,016 --
Depreciation and amortization 372,525 21,240
------------ ------------
Total operating expenses 2,517,011 487,277
------------ ------------
Operating loss (1,919,970) (263,679)
Other income (expense):
Interest expense (186,738) (23,100)
Interest and other income 141,823 83
------------ ------------
Net loss (1,964,885) (286,696)
============ ============
Charge for pricing modifications of warrants -- (228,800)
Net loss available to common
stockholders $ (1,964,885) (515,496)
============ ============
Basic and diluted net loss per share $ (0.07) (0.03)
============ ============
Weighted average shares of common stock outstanding used
in computing basic and diluted net loss per share 26,819,803 17,873,442
============ ============
TWENTY-SIX WEEKS ENDED TWENTY-SIX WEEKS ENDED
JULY 29, JULY 31,
2000 1999
---------------------- -----------------------
(As restated,
see note 1)
<S> <C> <C>
Revenue 5,298,247 811,077
Cost of revenue 4,613,832 468,796
----------- -----------
Gross profit 684,415 342,281
----------- -----------
Operating expenses:
Stock-based charges 615,239 1,799,290
Research and development 826,600 --
Operating Losses of WEC prior to acquisition -- 158,000
Selling, general and administrative expenses 1,467,972 413,406
Provision for bad debt 286,016 --
Depreciation and amortization 656,569 32,126
----------- -----------
Total operating expenses 3,852,396 2,402,822
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Operating loss (3,167,981) (2,060,541)
Other income (expense):
Interest expense (352,577) (24,499)
Interest and other income 198,379 14,469
----------- -----------
Net loss (3,322,179) (2,070,571)
=========== ===========
Charge for pricing modifications of warrants -- (228,800)
Net loss available to common
stockholders (3,322,179) (2,299,371)
=========== ===========
Basic and diluted net loss per share (0.13) (0.13)
=========== ===========
Weighted average shares of common stock outstanding used
in computing basic and diluted net loss per share 26,126,932 17,752,330
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
TELEHUBLINK CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
See note 1)
TWENTY-SIX TWENTY-SIX
WEEKS ENDED WEEKS ENDED
JULY 29, JULY 31,
2000 1999
----------- -----------
(As restated,
See Note 1)
<S> <C> <C>
Cash flows from operating activities:
Net loss $(3,322,179) (2,070,571)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 656,569 32,126
Amortization of debt discount 319,700 21,700
Stock-based charges 615,239 1,799,290
Operating losses of WEC prior to acquisition -- 158,000
Changes in operating assets and liabilities, net of impact of business acquisitions:
Accounts receivable (97,727) (364,567)
Prepaid expenses and other current assets (43,551) 39,583
Other assets (11,444) 7,725
Accounts payable (46,971) 106,044
Accrued expenses (309,997) (92,126)
----------- -----------
Net cash used in operating activities (2,240,361) (362,796)
----------- -----------
Cash flows from investing activities:
Proceeds from sale of assets 125,000 --
Purchases of property and equipment (524,583) (50,553)
Acquisition of business, net of cash acquired -- (80,000)
Purchases of client databases -- (50,974)
----------- -----------
Net cash used in investing activities (399,583) (181,527)
----------- -----------
Cash flows from financing activities:
Proceeds from issuances of common stock, net of issuance costs 7,939,132 165,214
Proceeds from exercise of stock options 12,187 --
Proceeds from stockholders' note receivable 3,763 --
Proceeds from issuances of subordinated convertible debentures -- 600,000
Advances to WEC -- (158,000)
Proceeds from equipment loan -- 1,572
----------- -----------
Net cash provided by financing activities 7,955,082 608,786
----------- -----------
Net increase in cash and cash equivalents 5,315,138 64,463
Cash and cash equivalents, beginning of period 26,549 --
----------- -----------
Cash and cash equivalents, end of period $ 5,341,687 64,463
=========== ===========
Supplemental disclosure information:
Cash paid during the period for interest $ 839 2,799
=========== ===========
Non-cash investing and financing activities:
Net liabilities assumed on reverse merger with WAW $ -- 569,451
=========== ===========
Conversion of subordinated convertible debentures and accrued
interest thereon to common stock $ 660,000 --
=========== ===========
Charge for pricing modifications of warrants $ -- 228,800
=========== ===========
Business acquisition:
Fair value of assets acquired $ 422,222 148,400
Liabilities assumed (62,222)
-----------
Issuance of common stock (360,000) (68,400)
----------- -----------
Cash paid $ -- 80,000
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
TELEHUBLINK CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(1) BASIS OF PRESENTATION
The accompanying unaudited consolidated condensed financial statements of
Telehublink Corporation (the "Company") have been prepared in accordance with
the instructions to Form 10-QSB and do not include all of the information and
notes required by generally accepted accounting principles for complete
financial statements. The unaudited consolidated condensed financial statements
have not been examined by independent accountants in accordance with generally
accepted auditing standards, but in the opinion of management, all adjustments,
consisting of normal recurring adjustments, considered necessary for a fair
presentation have been included. These unaudited interim consolidated condensed
financial statements should be read in conjunction with the Company's Annual
Report on Form 10-KSB for the fiscal year ended January 29, 2000 filed on July
19, 2000.
The unaudited consolidated condensed financial statements as of and for the
thirteen weeks ended May 1, 1999 and twenty six weeks ended July 31, 1999 have
been restated to reflect various adjustments to previously reported financial
statements and are presented in the Company's amended Form 10-QSB/A as filed on
July 24, 2000 and August 29,2000, respectively.
Operating results for the twenty six weeks ended July 29, 2000, are not
necessarily indicative of the results that may be expected for a full fiscal
year.
(2) CONVERSION OF SUBORDINATED CONVERTIBLE DEBENTURES
On July 14, 2000, the Company received notice that all holders of the
subordinated convertible debentures have chosen to convert the debt and accrued
interest to shares of
the Company's common stock. As a result, the Company will issue 1,320,000 shares
of its common stock and 1,320,000 warrants at an exercise price of $2.00 per
warrant. The accompanying condensed consolidated balance sheet at July 29, 2000,
reflects the conversion of subordinated convertible debentures and accrued
interest thereon and the related issuance of common stock.
(3) LICENSE AGREEMENTS
On June 20, 2000, the Company entered into a license agreement with Improv
Systems, Inc. for the use of Improv's Jazz PSA(TM) configurable
very-long-instruction-word, (VLIW), multiprocessor hardware architecture and
design tools. In connection with the agreement, the Company paid an initial
license fee of $350,000. The license is included in property and equipment and
is being amortized over the 3-year life of the license.
On May 1, 2000, the Company entered into a license agreement (the "Agreement")
with Gator Marketing Concepts, Inc. for the use of its system and trade marks
for a new product called "Triple Gold." Triple Gold is a group discount package
that permits consumers to buy goods and services at reduced prices over
traditional providers throughout North America. The Agreement term is twenty
months and calls for a guaranteed royalty of approximately $320,000 for the
first eight months. For the remaining twelve months of the Agreement, the
Company must pay a specified royalty based on sales volume.
In connection with the introduction of Triple Gold, the Company found it
necessary to absorb prior debts owed to parties in the distribution channel and
other vendors that were essential for a successful launch of the Triple Gold
product. These non-reoccurring costs of approximately $205,000 are included in
the cost of revenue as reported on the condensed consolidated statement of
operations.
(4) TRANSACTIONS WITH PLATINUM 2000
During the first fiscal quarter 2001, the Company entered into an agreement to
acquire Platinum 2000, a Canadian company. In May 2000, the companies mutually
<PAGE>
agreed not to complete the transaction because Platinum 2000 did not meet
certain financial representations. During the fiscal first quarter ended April
29, 2000, the Company issued invoices to Platinum 2000 for call center customer
services totaling approximately $290,000. During the second fiscal quarter
ending July 29, 2000, the Company concluded that the payment of the outstanding
receivable relating to these services was doubtful; therefore the receivable of
approximately $286,000 was expensed on the consolidated statement of operations
as a provision for bad debt. The Company is reviewing its' legal options
relating to the this matter.
(5) STOCK OPTION GRANTS
On March 10, 2000, the Company granted 150,000 options to an employee of the
Company at an exercise price of $4.00. Of the total options granted one third of
the shares become exercisable on September 10, 2000, while the remaining two
thirds of the options are exercisable on each annual anniversary of the option
grant. In connection with the stock option grant, the Company has recorded
deferred compensation totaling $1,155,000 representing the difference between
the fair value of the unregistered common stock and the exercise price on the
date of grant. The Company is recognizing the expense over the three-year
vesting period.
On May 1, 2000, the Company entered into a consulting agreement with Park
Strategies, LLC to provide business consulting services to the Company. In
connection with this agreement, the Company issued options to purchase 150,000
shares of unregistered common stock at an exercise price of $5.00 per share. The
estimated fair value of the stock options, based on the Black-Scholes option
valuation model of approximately $561,900 was recorded as deferred compensation
and is being recognized over the ten-month vesting period.
During the thirteen weeks ended July 29, 2000, the Company granted to two
directors and principal shareholders options to purchase a total of 85,000
unregistered shares of common stock at an exercise price of $4.00 per share.
(6) EXTENSION OF EXERCISE PERIOD OF REDEEMABLE COMMON STOCK WARRANTS AND
UNDERWRITERS' UNDERLYING WARRANTS
On March 27, 2000, the Company's Board of Directors approved an exercise period
extension of its publicly held redeemable common stock warrants and
underwriters' underlying warrants from May 17, 2000 to October 31, 2000.
Subsequently, On August 9, 2000, the Company's Board of Directors approved an
exercise period extension of its publicly held redeemable common stock warrants
from October 31, 2000 to January 31, 2001.
(7) SEGMENT REPORTING
As of July 29, 2000, the Company's operations are classified in three reportable
business segments; secure wireless encryption segment, Internet customer contact
service center segment, and telecom services segment. The secure wireless
encryption segment began in fiscal 2000 and is in its development stage.
Research and development costs totaling $337,149 for the thirteen week period
ending July 29, 2000 relate solely to the secure wireless encryption segment.
The Internet customer service contact center segment began in fiscal 2001 and is
also in its development stage. The majority of the Company's revenue is derived
from call center teleservices which are provided through the telecom services
segment by the Canadian operating branch. The telecom services business
introduced the new product called "Triple Gold" within this quarter, resulting
in the significant increase in net revenues.
(8) SUBSEQUENT EVENTS
ACQUISITION OF BUSINESS
On August 7, 2000, the Company acquired 100% of the issued and outstanding stock
of MVP Systems, Inc. ("MVP") for $100,000 in cash, 530,000 shares of its
unregistered common stock and 70,000 shares of its registered common stock. MVP
is a software
<PAGE>
and hardware engineering consulting firm specializing in critical applications
and programs. The acquisition will be accounted for under the purchase method
and, accordingly, the purchase price will be allocated to the identifiable
tangible and intangible assets based on their estimated fair values. The Company
is in the process of completing a full valuation of the acquired tangible and
intangible assets.
On July 29, 2000, the Company's legal counsel held $100,000 in escrow for the
pending acquisition of MVP.
PRIVATE PLACEMENT
On August 3, 2000, the Company completed a private placement sale of 327,869
shares of the Company's common stock for $1,000,000 and provided 327,869
warrants to purchase common stock exercisable at $4.50 at $0.10 per warrant
purchase. The gross proceeds to the Company were $1,032,787.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
FOLLOWING DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES, SUCH AS STATEMENTS OF OUR PLANS, OBJECTIVES, EXPECTATIONS AND
INTENTIONS. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED
HERE. SEE "SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS."
BACKGROUND AND OVERVIEW OF THE COMPANY
TeleHubLink Corporation, formerly known as What A World!, Inc., WAW, was
incorporated under the laws of the State of Delaware in July 1993. Until May
1997, we operated as a mall-based specialty retailer. In May 1997, we sold
substantially all of our assets to Natural Wonders, Inc. for cash in the amount
of $517,795 plus the assumption by Natural Wonders, Inc. of specified
liabilities. The completion of this sale terminated our active operations, and
for the period May 1997 through February 3, 1999, we sought to serve as a
vehicle to effect an acquisition, whether by merger, exchange of capital stock,
acquisition of assets or other similar business combination.
In February 1999, we acquired the outstanding capital stock of TeleHubLink
Corporation, TeleHub, a privately held company organized under the laws of the
Province of Ontario, Canada. TeleHub was engaged in the business of providing
teleservices to business clients. We acquired all the outstanding capital stock
of TeleHub from the TeleHub shareholders in exchange for an aggregate of
13,011,339 shares of our common stock. As a result of this transaction, TeleHub
became a branch or operating entity of the Company. In connection with the
TeleHub transaction, we changed our corporate name to TeleHubLink Corporation.
For accounting purposes, this transaction has been treated as a reverse
acquisition. TeleHub has been deemed the acquiring enterprise for financial
statement purposes, as it received a majority of the voting interests in the
combined enterprise. The SEC staff has taken the position that a business
combination between an operating enterprise and a "shell company" in which the
shell company is the issuer of securities and the operating enterprise is
determined to be the acquiring enterprise for financial statement purposes, the
transaction should be treated for financial statement purposes as an issuance of
securities by the operating enterprise. Therefore, the tangible net liabilities
of WAW at the date of the transaction of approximately $207,288 have been
recorded at their fair market value with an offset credit to paid-in capital and
the operations of WAW are reflected in the operations of combined enterprise
from the date of acquisition. In addition, the 1999 financial statements have
been retroactively restated to reflect the number of shares TeleHub received in
the business combination. Costs related to this transaction of approximately
$362,163 have been charged directly to paid-in capital. As a result of this and
other transactions, we are restating our quarterly financial statements for the
year ended on January 29, 2000. The majority of these transactions are non-cash
related valuation items and do not affect the Company's liquidity, cash and
operating capabilities. We restated our first and second quarter financial
statements for our fiscal year 2000 on July 24, 2000 and August 24, 2000,
respectively. We will restate the third quarter financial statements in the near
future.
<PAGE>
OUR BUSINESSES
We separate our company's function into the following business areas:
Secure Wireless Encryption Technology, Internet Customer Contact Service Center
and Telecom Services.
SECURE WIRELESS ENCRYPTION
On January 27, 2000, we acquired the outstanding capital stock of
wirelessEncryption.com, Inc., or WEC. WEC is developing, under its trademark,
iNSECT(TM), a technology which we believe may, if successfully developed, permit
ultra-secure communication signal protection and enhanced communication signal
recovery. iNSECT(TM) is based on advanced cryptographic and mathematical
principles and sophisticated signal processing techniques, for wireless and
Internet communications and other data transmission methods. We believe that
this technology, if successfully developed, can be embedded in low-cost
microchip devices known as application specific integrated circuits, or ASICS,
which are used in mobile and hard wired telephones, computers, fax machines,
fiber optic transmission devices, and smart cards. The simulation is conducted
using two computers that represent sending and receiving parties. The simulation
produces a transmission of data, in an advanced compressed, encrypted and
"smeared" form, on one computer, and decompresses or "de-smears" on the other
computer after authentication. The simulator is expected to be used to analyze
what the characteristics and detailed behavior of the ASIC will be and how the
technology may perform between communication devices. Communications devices may
include cellular phones and other wireless products in real time. We believe
that our technology may offer a cost effective solution to wireless device
manufacturers such as makers of cellular phones.
In April 2000, we announced the completion of the iNSECT(TM) Simulator. Our
Simulator is intended to be used as an engineering and business development tool
to demonstrate the secured wireless encryption technology iNSECT(TM). We cannot
assure you that we will successfully complete the development and testing of our
technology, obtain any patent protection for our technology or that our
technology will not infringe the intellectual property rights of others or we
will achieve commercial acceptance of our technology.
INTERNET CUSTOMER CONTACT SERVICE CENTER
Our Internet Customer Contact Center is being developed with advanced
existing technology offering traditional voice, voice over Internet protocol,
IP, video over IP, chat, e-mail and fax. We plan to offer business clients the
opportunity to outsource their customer care functions in a cost-effective
manner. Our planned customer contact center may utilize an integrated mix of
traditional call center and e-commerce customer services for our clients that
require "customer care." While in the past online consumers were obliged to
communicate by phone or e-mail with a Web-based company to obtain responses to
inquiries concerning a company's products, new Computer Telephony Integration
and Internet telephony technologies allow consumers to have live interactions
via the Internet with sales and technical support personnel. We envision that
our customer contact center will be a support facility in which our customer
contact representatives will interact with our clients' customers over multiple
communications channels, including traditional telephone, fax, e-mail and online
voice and data exchange via the Internet.
TELECOM SERVICES
Our Telecom Services Division is a multi-station call center located in
Montreal, Canada. Telecom Services are provided through facilities known as call
centers. Call centers make the direct communication by telephone of information
to, and from, current and prospective customers of the call center's business
clients. Call campaigns provided by call centers involve outbound and/or inbound
calling programs that follow prepared scripts targeted at specific markets or
customers previously determined by the call center business clients.
We believe the Telecom Services business can expand by further providing
"content" products to the industry. We plan to continue selling the Triple Gold
product that was introduced during the second quarter. Triple Gold is a group
discount package that permits consumers to buy goods and services at reduced
prices over traditional providers throughout North America.
<PAGE>
OUR LONG TERM STRATEGY
Our long-term strategy is to migrate to a technology-based company. We
intend to develop our secure wireless encryption technology business while
providing cash from the other two business areas, Internet customer care service
center and telecom services. This focus would re-direct the primary resources of
the Company toward secure wireless encryption technology while attempting to
drive cash-flow enhancing operations in the other businesses.
SECURE WIRELESS ENCRYPTION TECHNOLOGY STRATEGY
We intend to build an infrastructure for the secured wireless encryption
business that supports the development of the iNSECT(TM) technology. We plan to
hire the necessary people to support all functional areas of the business. We
plan to subcontract the manufacturing of the ASICs. We also intend to acquire
companies that may enhance the internal development of the iNSECT(TM) technology
including software engineering, cryptography and ASIC architecture.
INTERNET CUSTOMER CONTACT SERVICE CENTER STRATEGY
During fiscal 2001, we plan to transition from the traditional call center
approach to Internet customer contact care, which will service Internet clients.
We plan to provide various services to clients in the emerging electronic
commerce service market through our Internet Customer Contact Center or
World-Wide Assist business. Worldwide Assist is a new business we are developing
in Canada to serve as a Web-based customer contact center, which offers
Internet-related inbound/outbound communications services.
TELECOM SERVICES STRATEGY
Another part of our strategy is to expand our telecom services by providing
content products to consumers through selected telecom call center clients. We
plan on restructuring the existing call center in Montreal to support our
existing business clients, new customers and expand into providing content to
traditional North American teleservicing companies. We plan to transition from
the traditional call center approach to an Internet Customer Contact Center,
which will service Internet clients. We are in the early stages of developing
the process of establishing a Web-based customer contact center which may
provide these Internet-related inbound/outbound communications services.
Our plan of operation and prospects will be largely dependent on the
Company's ability to successfully establish a technology development team, and
establish and equip an Internet customer contact center on a timely and cost
effective basis; hire and retain skilled technical, marketing and other
personnel; successfully expand into the Internet market and attract and retain
significant numbers of clients.
OUR MARKETS
SECURE WIRELESS ENCRYPTION TECHNOLOGY
We believe if this technology is developed, tested, and accepted by the
industry, we may be able to offer original equipment manufacturers (OEM's) and
others a family of low-cost ASICs that may provide security or enhanced signal
recovery or both. This may also allow us to license this technology to others on
a per-unit royalty basis. We may pursue strategic relationships with wireless
hardware manufacturers and companies involved in the development of secured
wireless encryption. We may also pursue strategic alliances with manufacturers
and other companies through a licensing program using the iNSECT(TM) technology.
INTERNET CUSTOMER CONTACT SERVICE CENTER AND TELECOM SERVICES
Traditionally, businesses that have included teleservices in their
marketing and customer service programs have primarily used in-house personnel
and facilities. We believe that businesses are increasingly outsourcing their
telephone-based marketing and customer services needs to third party providers
<PAGE>
as part of overall efforts to reduce costs and focus internal resources on their
core competencies.
Companies that outsource their customer care activities are likely to
demand an integrated customer care provider that can deliver consistent support
across multiple communication channels voice, video, fax and the Internet. In
addition, being able to provide an end-to-end solution is expected to be a key
competitive factor. In particular, the Internet has created a new market for
customer care. Forrester Research shows that 75% to 90% of online customers
prefer human interaction. Forrester Research also indicates that spending on
Internet and e-commerce services, including customer support services, may grow
to $22 billion by 2002. As e-commerce grows, companies are seeing an increasing
percentage of their revenue becoming dependent on their ability to service
customers over the Internet.
RECENT FINANCINGS
In March 2000, we raised $8.1 million through a private placement sale of
2,699,999 shares of our restricted common stock at $3.00 per share and the
issuance of warrants to purchase up to 2,699,999 shares of common stock at $4.50
per share with GE Capital, ZERO.NET, Inc., First Global Ventures LLC and other
individuals. Other purchasers of these securities include the Company's Chief
Executive Officer and its Chairman of the Board, who acquired an aggregate of
116,666 shares of common stock for $350,000. The proceeds are planned to be used
for the development of its secured wireless encryption technology, the expansion
of the telecom business and developing its business into servicing the Internet
customer care market.
On August 3, 2000, we completed a private placement sale of 327,869
shares of restricted common stock for $1,000,000 and 327,869 warrants to
purchase common stock exercisable at $4.50 at $0.10 per warrant purchase. The
gross proceeds to the Company were $1,032,787.
RESEARCH AND DEVELOPMENT
The secure wireless encryption technology, iNSECT(TM), is in the
development stage. We have made a significant non-cash investment in the
research and development, and expect that we will be required to continue to
make substantial investments in our technology. Our focus on the research and
development of the iNSECT(TM) technology has allowed us to develop our initial
working simulator model of the technology.
RECENT ACQUISITION AND DEVELOPMENTS
On August 7, 2000, we acquired 100% of the issued and outstanding stock
of MVP Systems, Inc. (MVP). MVP is a software and hardware engineering
consulting firm specializing in critical applications and programs. We believe
that the acquisition of MVP and the hiring of its majority stockholder and
employees will enhance our internal technical team developing our iNSECT(TM)
technology. We believe that this acquisition brings additional talent with the
technical expertise needed for our secured wireless encryption technology
business.
RESULTS OF OPERATIONS
THIRTEEN WEEKS ENDED JULY 29, 2000 AND JULY 31, 1999
Revenue for the thirteen weeks ended July 29, 2000 (the "Second Quarter of
Fiscal 2001") increased to $4,959,701 from $490,245 for the comparable thirteen
weeks ended July 31, 1999 (the "Second Quarter of Fiscal 2000"). The increase
was from sales of a new product called "Triple Gold," which is consumer discount
content package sold through our Canadian operating branch. The cost of revenue
for the Second Quarter of Fiscal 2001 was approximately 88% of revenue as
compared to approximately 54% for the Second Quarter of Fiscal 2000. The
increase in cost of revenue was primarily attributable to the costs of license
royalties, acquiring the content for the product and esablishing the
distribution channel.
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revenue was primarily attributable to the costs of license royalties and
acquiring the content for the product.
Stock-based charges for the Second Quarter of Fiscal 2001 were $472,231 as
compared to $54,100 for the Second Quarter of Fiscal 2000. The stock-based
charge for the Second Quarter of Fiscal 2001 represents amortization of deferred
compensation in connection with stock option grants to employees and
consultants. The increase in stock-based charges results from option grants
during the first and second quarter of fiscal 2001.
Research and development expenses for the Second Quarter of Fiscal 2001
were $337,149 as compared to zero for the comparable period in Fiscal 2000. This
increase is due to the Company's focus on development of the secure wireless
encryption segment. In the same period for the prior fiscal year, we incurred
costs of $158,000 as a result of loans made to WEC prior to our acquisition and
are reported separately on the condensed consolidated statement of operations.
WEC was under capitalized and repayment of the loans was in doubt and therefore
the loans were expensed.
Selling, general and administrative expenses ("SG&A") were $1,049,090 in
the Second Quarter of Fiscal 2001, as compared to $253,937 for the comparable
period in Fiscal 2000. The major increase in selling, general and administrative
expenses was primarily attributable to an increase in personnel, professional
fees and other costs associated with the development and growth of our company.
We also experienced increased legal and audit fees resulting from significant
efforts to bring our 10KSB and other regulatory filings up-to-date. The balance
of the increase is related to growth in infrastructure costs. The primary
components of SG&A are rent, salaries (including commissions and fringe
benefits), consulting fees, travel and promotion, and corporate overhead
expenses (including primarily professional fees, insurance and administrative
salaries including fringe benefits).
The provision for bad debts totaling $286,016 for the Second Quarter of
Fiscal 2001 includes the write-off of certain receivables with Platinum 2000.
Depreciation and amortization for the Second Quarter of Fiscal 2001 was
$372,525 as compared to $21,240 for the Second Quarter of Fiscal 2000. The
increase results from increased depreciation relating to additions of
telecommunications equipment added during the past twelve months and increased
amortization relating to additions of intangible assets from business
acquisitions and customer lists purchased during the past twelve months.
Interest expense for the Second Quarter of Fiscal 2001 was $186,738 as
compared to $23,100 for the Second Quarter of Fiscal 2000. This increase in
interest expense is primarily attributable to the non-cash charge for
amortization of the value assigned to the beneficial conversion feature of the
subordinated convertible debentures. This value is being treated as a debt
discount and is being amortized over the one-year term of the subordinated
convertible debentures. At July 29, 2000, the debt discount was fully amortized.
The total amortization of the debt discount was $169,700 for the Second Quarter
of Fiscal 2001.
Interest and other income for the Second Quarter of fiscal 2001 was
$141,823 as compared to $83 for the Second Quarter of Fiscal 2000. The increase
is primarily due to income from short-term investments in money market funds as
a result of cash received in March 2000 in connection with the private placement
sale of common stock and issuance of warrants.
No provision for income taxes has been recorded for the Second Quarter of
Fiscal 2001 and the Second Quarter of Fiscal 2000 as the Company has incurred
net
operating losses for tax purposes. We established a full valuation allowance
against the deferred tax assets because we believe that it is more likely than
not the tax benefits may not be realized under the criteria established by FAS
No. 109.
TWENTY SIX WEEKS ENDED JULY 29, 2000 AND JULY 31, 1999
Revenue for the twenty-six weeks ended July 29, 2000 (the "first half
of Fiscal 2001") increased to $5,298,247 from $811,077 for the comparable
twenty-six
<PAGE>
weeks ended July 31, 1999 (the "first half of Fiscal 2000"). The increase was
from sales of the new product called "Triple Gold", sold through our Canadian
operating branch. The cost of revenue for the first half of Fiscal 2001 was
approximately 87% of revenue as compared to approximately 58% for the first half
of Fiscal 2000. The increase in cost of revenue was primarily attributable to
the costs of license royalties, acquiring the content for the product and
establishing the distribution channel.
Stock-based charges were $615,239 for the twenty-six weeks ended July 29,
2000 as compared to $1,799,290 for the comparable twenty-six weeks ended July
31, 1999. The stock-based charge in the first half of Fiscal 2000 primarily
consists of charges recognized in connection with the February 5, 1999 private
placement and represents the difference between the fair value of our common
stock issued and the cash proceeds received. The stock-based charges recognized
in the first half of Fiscal 2001 represents amortization of deferred
compensation in connection with stock options granted to employees and
consultants.
Research and development expenses for the twenty-six weeks ended July 29,
2000 were $826,600 as compared to zero for the comparable twenty-six week period
ended July 31, 1999. This increase is due to our focus on development of the
secure wireless encryption segment. During the first half of fiscal 2000, we
incurred costs of $158,000 as a result of loans made to WEC prior to our
acquisition and as reported separately on the condensed consolidated statement
of operations. WEC was under capitalized and repayment of the loans was in
doubt, therefore the loans were expensed.
Selling, general and administrative expenses for the twenty-six weeks
ended July 29, 2000 was $1,467,972 as compared to $413,406 for the comparable
twenty-six weeks ended July 31, 1999. The major increase in selling, general and
administrative expenses was primarily attributable to an increase in personnel,
professional fees and other costs associated with the development and growth of
our company. We also experienced increased legal and audit fees resulting from
significant efforts to bring our 10KSB and other regulatory filings up-to-date.
The balance of the increase is related to growth in infrastructure costs. The
primary components of SG&A are rent, salaries (including commissions and fringe
benefits), consulting fees, travel and promotion, and corporate overhead
expenses (including primarily professional fees, insurance and administrative
salaries including fringe benefits).
The provision for bad debts totaling $286,016 for the Second Quarter of
Fiscal 2001 includes the write-off of certain receivables with Platinum 2000.
Depreciation and amortization for the twenty-six weeks ended July 29, 2000
was $656,569 as compared to $32,126 for the comparable twenty-six weeks ended
July 31, 1999. The increase results from increased depreciation relating to
additions of telecommunications equipment added during the past twelve months
and increased amortization relating to additions of intangible assets from
business acquisitions and customer lists purchased during the past twelve
months.
Interest expense for the twenty-six weeks ended July 29, 2000 was $352,577
as compared to $24,499 for the comparable twenty-six weeks ended July 31, 1999.
This increase in interest expense is primarily attributable to the non-cash
charge for amortization of the value assigned to the beneficial conversion
feature of the subordinated convertible debentures. This value is being treated
as a debt discount and is being amortized over the one-year term of the
subordinated convertible debentures. At July 29, 2000, the debt discount was
fully amortized. The total amortization of the debt discount was $319,700 for
the first half of Fiscal 2001.
Interest and other income for the twenty-six weeks ended July 29, 2000
was $198,379 as compared to $14,469 for the twenty-six weeks ended July 31,
1999. The increase is primarily due to income from short-term investments in
money market funds as a result of cash received in March 2000 in connection with
the private placement sale of common stock and issuance of warrants.
No provision for income taxes has been recorded for the twenty-six
weeks ended July 29, 2000 or in the comparable twenty-six weeks ended July 31,
1999 as we incurred net operating losses for tax purposes. We established a full
valuation allowance against the deferred tax assets because we believe that it
is more likely than not the tax benefits may not be realized under the criteria
established by FAS No. 109.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
Since inception (July 31, 1998), we financed operating and capital needs,
including cash used for acquisitions, capital expenditures and working capital,
from sales of equity securities, issuance of subordinated convertible debentures
and an equipment loan borrowing. At July 29, 2000, we had cash and cash
equivalents of $5,341,687 and a working capital of $4,411,368. At January 29,
2000, we had cash and cash equivalents of $26,549 and working capital deficit of
$1,549,134. The increase in cash and cash equivalents is primarily attributable
to cash proceeds from a private placement during the first quarter of fiscal
2001. In March 2000, we raised $8.1 million through a private placement sale of
2,699,999 shares of common stock and the issuance of warrants to purchase up to
2,699,999 shares of common stock.
In July 2000, we received notice from the holders of the subordinated
convertible debentures that they have chosen to convert the debt and accrued
interest to shares of our common stock. As a result, we will issue 1,320,000
shares of common stock and issue 1,320,000 warrants at an exercise price of
$2.00 per warrant. The accompanying condensed consolidated balance sheet
reflects the conversion of subordinated convertible debentures and issuance of
common stock. This conversion of the subordinated convertible debentures has
substantially reduced our outstanding debt.
On August 3, 2000, we completed a private placement sale of 327,869
shares of the Company's restricted common stock for $1,000,000 and 327,869
warrants to purchase common stock exercisable at $4.50 at $0.10 per warrant
purchase. The gross proceeds to the Company were $1,032,787.
Since our inception, we experienced net losses from operations and, as
of July 29, 2000 had an accumulated deficit of $20,583,358. A majority of this
accumulated deficit is related to non-cash stock based changes related to
issuances of our common stock and stock options. We expect to incur substantial
additional expenses resulting in losses at least through the period ending
January 27, 2001 due to minimal revenues associated with the initial market
entry of the secured wireless encryption technology, continued research and
development costs as well as increased sales, marketing and other operational
expenses associated with telecom services and Internet customer care business.
If our cash flow proves to be insufficient to fund operations, the cash
available to us would satisfy the contemplated cash requirements for developing
the secure wireless technology, on-going telecom service operations, and
expanding the business into servicing the Internet market through at least
January 2001. If we do not provide sufficient revenue and operating cash to
sustain this level of development and expenditure we may be required to seek
additional financing and/or revise our plans, including making significant
reductions in operating costs.
MARKET RISKS
We cannot assure you that our business or operations will not change in a
manner that would consume available resources more rapidly than anticipated. We
also cannot assure you that we will not require substantial additional funding
before we can achieve profitable operations. Our capital requirements depend on
numerous factors, including the following:
- our ability to enter into additional collaborative agreements;
- competing technological and market developments;
- changes in any collaborative relationships;
- the cost of filing, prosecuting, defending and enforcing patent claims
and other intellectual property rights;
- the purchase of additional capital equipment;
- the expansion of our facilities;
- the progress of our existing revenue producing
<PAGE>
activities; and
- the availability of additional funding, if necessary, and if at all, on
favorable terms.
IMPACT OF INFLATION
We do not believe inflation has had a material impact on our business or
operating results during the periods presented.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
Our exposure to market risk is principally confined to Our cash
equivalents and investments, all of which have maturities of less than one year.
We maintain a non-trading investment portfolio of investment grade, liquid debt
securities that limits the amount of credit exposure to any one issue, issuer or
type of instrument. The fair value of these securities approximates their cost.
RECENTLY ISSUED FINANCIAL ACCOUNTING PRONOUNCEMENTS
In March 2000, the Financial Accounting Standards Board ("FASB") issued
FASB Interpretation No. 44 (the "Interpretation"), "Accounting for Certain
Transactions Involving Stock Compensation," an interpretation of APB Opinion No.
25, "Accounting for Stock Issued to Employees" ("APB No. 25"). This
Interpretation clarifies the application of APB No. 25 for only certain issues,
which include, among others, (i) definition of an employee for purposes of
applying APB No. 25, (ii) criteria for determining whether a plan qualifies as a
non-compensatory plan, (iii) the accounting consequences for various
modifications to the terms of a previously fixed stock option or award and (iv)
the accounting for an exchange of stock compensation awards in a business
combination. This Interpretation is effective July 1, 2000, but certain
conclusions in this Interpretation covers specific events that occur after
December 15, 1998 or January 12, 2000. We do not believe the adoption of the
interpretation will have a material effect on our consolidated financial
position, results of operations or cash flows.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act that
involve risks and uncertainties. Discussions containing forward-looking
statements may be found in the material set forth under "Management's Discussion
and Analysis of Financial Condition and Results of Operations" as well as in
this report generally. We generally use words such as "believe," "may," "could,"
"will," "intend," "expect," "anticipate," "plan," and similar expressions to
identify forward-looking statements. You should not place undue reliance on
these forward-looking statements. Our actual results could differ materially
from those anticipated in the forward-looking statements for many reasons,
including the risks described above and elsewhere in this report.
Although we believe the expectations reflected in the forward-looking
statements are reasonable, they related only to events as of the date on which
the statements are made, and we cannot assure you that our future results,
levels of activity, performance or achievements will meet these expectation.
Moreover, neither we nor any other person assumes responsibility for the
accuracy and completeness of the forward-looking statements. We do not intend to
update any of the forward-looking statements after the date of this report to
conform these statements to actual results or to changes in our expectations,
except as required by law.
FACTORS AFFECTING FUTURE RESULTS
Our future operations are subject to various risk factors, including the
following:
The limited funds currently available to us may not be adequate for us to
pursue our business objectives, and there is no assurance funds will be
available from any source and, if not available, we will be required to limit
our operations to those that can be financed from existing funds.
As a holding company, our success will depend on the operations, financial
condition and management of our subsidiaries. If we do not have the resources or
are otherwise unable to diversify our operation into a number of areas, we may
<PAGE>
become subject to economic fluctuations within a particular business or industry
and thereby increase the risks associated with our operations.
We may be unable to successfully complete acquisitions of assets or shares
of complementary companies which are necessary to expand our business, and we
may be not be able to successfully integrate into our operations the operations
of any business we may acquire.
Although we previously operated a retail sales business, our current
operations commenced in July 1998. Accordingly, we may be considered to be a
start-up company and, as such, may be subject to the problems, expenses,
difficulties, complications and delays a company establishing a new business
frequently encounters.
The Internet customer care center is in the process of being opened
Montreal and may be unable to: secure contracts with clients or generate
revenues under any such contracts it does secure; successfully develop and
utilize its acquired infrastructure and develop databases to perform for our
clients; successfully implement marketing and sales methods for its services;
acquire and implement quality telecommunications and computer technology and
equipment and end user database and software products necessary for our
operations; correspond to changing technological developments and acquire and
implement new equipment and systems to meet changing customer needs on a timely
and cost-effective basis; all of which could have a material adverse effect on
our future financial condition, operations, results and cash flow.
Our inability to obtain adequate local or long distance telephone service,
for our Montreal call center or our planned Internet customer care center or any
interruption in such service or rate increases relating thereto, could
materially adversely affect our future cash flows, results of operations and
financial condition.
We may be unable to successfully complete the development our secure
wireless encryption technology thereby being unable to produce products to
successfully provide a business.
We may not be able to procure, hire and train on a timely basis a
sufficient labor force of qualified employees or independent contractors to
operate our businesses, which could have a material adverse effect on our future
financial condition, operations, results and cash flow.
Our failure to retain the services of our key employees or our failure to
hire additional qualified management personnel when required to support our
planned growth could have a material adverse effect on us.
The security encryption and customer communications industry is highly
competitive. We may not be able to compete effectively against our current
competitors or future competitors, many of whom may be substantially larger and
better capitalized than we are.
Any changes to existing U.S. federal or Canadian provincial or state
laws or regulations governing our existing business or any additional laws or
regulations, could limit our current or future activities or could significantly
increase our cost of compliance.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
We are not involved in any legal proceedings that are material to our
business or financial condition.
<PAGE>
ITEM 2. CHANGES IN SECURITIES
In January 2000, we acquired, in a private transaction, all the issued and
outstanding shares of capital stock of wirelessEncryption.com, Inc. in exchange
for 5,000,000 shares of the Registrant's common stock.
On March 6, 2000, we consummated a private placement of 2,699,999 shares
of common stock at $3.00 per share and issued warrants to purchase up to
2,699,999 shares of common stock at $4.50 per share. The warrants are
exercisable at the option of the holder at any time up to the expiration date of
March 4, 2005. In connection with the private placement, we issued an additional
16,666 shares and warrants to purchase 16,666 shares at a price of $4.50 per
share.
On March 24, 2000, we acquired, in a private transaction, 100% of the
membership interests in COMSEC Solutions, LLC for 100,000 shares of unregistered
common stock.
In July 2000, we received notice from the holders of the subordinated
convertible debentures that they have chosen to convert the debt and accrued
interest to shares of our common stock. As a result, we will issue 1,320,000
shares of common stock and issue 1,320,000 warrants at an exercise price of
$2.00 per warrant. The accompanying condensed consolidated balance sheet
reflects the conversion of subordinated convertible debentures and issuance of
common stock.
On August 3, 2000, we completed a private placement sale of 327,869 shares
of the Company's restricted common stock for $1,000,000 and 327,869 warrants to
purchase common stock exercisable at $4.50 at $0.10 per warrant purchase. The
gross proceeds to the Company were $1,032,787.
We granted 385,000 options at exercises prices ranging form $4.00 to $5.00
per share.
The securities issued in the foregoing transactions were either (i)
offered and sold in reliance upon exemptions from the Securities Act of 1933
("Securities Act") registration requirements set forth in Sections 3(b) and 4(2)
of the Securities Act, and any regulations promulgated thereunder, relating to
sales by an issuer not involving any public offering, or (ii) in the case of
certain options to purchase shares of common stock and shares of common stock
issued upon the exercise of such options, such offers and sales were made in
reliance upon an exemption from registration under Rule 701 promulgated under
Section 3(b) of the Securities Act. No underwriters were involved in the
foregoing sales of securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
EXHIBIT NO. DESCRIPTION
---------- -----------
3.1 Certificate of Incorporation of Registrant, as amended (incorporated by
reference from Exhibit 1.1 of the Registrant's Registration Statement
on Form SB-2 (Commission No.33-84774), as filed with the Securities and
Exchange Commission (the"SB-2")).
3.2 By-Laws of Registrant (incorporated by reference to Exhibit 3.2 of the
SB-2).
3.2.A Restated By-Laws of Registrant (incorporated by reference to Exhibit
3.2A of the SB-2).
<PAGE>
4.1 Form of Certificate for Common Stock (incorporated by reference to
Exhibit 4.1 of the SB-2).
4.2 Public Warrant Agreement between the Registrant, American Stock
Transfer & Trust Company Whale Securities Co., L.P. (incorporated by
reference to Exhibit 4.2 of the SB-2).
4.3 Form of Public Warrant Certificate (incorporated by reference to
Exhibit 4.3 of the SB-2).
4.4 Underwriter's Warrant Agreement (incorporated by reference to Exhibit
4.4 of the SB-2).
10.1 Employment Agreement dated as of March 10, 2000 between the Company and
David Katz.
10.2 Consulting Agreemtn between the Company and Park Strategies, LLC dated
May 1,2000.
10.3 Technology License Agreemnt betwwn the Company and Improv Systems, Inc.
dated June 20, 2000.
10.4 Memorandum of License Agreement between the Company and Gator Marketing
Concepts, Inc. dated May 1, 2000.
11 Statement re Computation of Per Share Earnings (not required because
the relevant computations can be clearly determined from material
contained in the financial statements included herein).
27 Financial Data Schedule (For SEC Use Only)
(b) Reports on Form 8-K: [NONE.]
SIGNATURES
In accordance with the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TeleHubLink Corporation
Date: September 12, 2000 By: /s/ BRUCE W. YOUNG
----------------------------------
Bruce W. Young
Chief Executive Officer and President
Date: September 12, 2000 By: /s/ DOUGLAS MILLER
----------------------------------
Douglas Miller
Vice President of Finance
(Principal Financial and Accounting
Officer)
