1
FUNDTECH LTD.
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 1999
TABLE OF CONTENTS
Page
PART I FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements 3
Condensed Consolidated Balance Sheets as of
March 31, 1999 (Unaudited) and December 31, 1998 3
Condensed Consolidated Statements of Operations (Unaudited)
for the Three Months Ended March 31, 1999 and March 31, 1998 4
Condensed Consolidated Statements of Cash Flows (Unaudited)
for the Three Months Ended March 31, 1999 and March 31, 1998 5
Notes to Condensed Consolidated Financial Statements
(Unaudited) 6
Item 2. Management's Discussion and Analysis of Financial 7
Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures about Market Risk
PART II OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds 12
Item 6. Exhibits and Report on Form 8-K 13
Signatures 14
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PART I
FINANCIAL INFORMATION
FUNDTECH LTD. AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Item 1. Condensed Consolidated Financial Statements
March 31, December 31,
1999 1998
------------ ------------
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 12,014 $ 13,019
Trade receivables, net 12,282 12,040
Other accounts receivable and
prepaid expenses 1,626 579
------------ ------------
Total current assets 25,922 25,638
------------ ------------
Long-Term Trade Receivables 593 244
Property and equipment, net 4,740 3,759
Other assets, net 2,886 2,963
------------ ------------
Total assets $ 34,141 $ 32,604
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Trade payables $ 2,221 $ 1,386
Deferred revenues and accrued expenses 4,290 6,112
------------ ------------
Total current liabilities 6,511 7,498
------------ ------------
Other liabilities 71 58
------------ ------------
Shareholders' equity:
Share capital 34 34
Additional paid-in capital 42,358 41,664
Deferred compensation (196) (219)
Accumulated deficit (14,637) (16,431)
------------ ------------
Total shareholders' equity 27,559 25,048
------------ ------------
Total liabilities and shareholders' equity $ 34,141 $ 32,604
============ ============
See notes to condensed consolidated financial statements (unaudited)
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FUNDTECH LTD. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Three months ended
March 31,
-----------------------
1999 1998
---------- ----------
Revenues:
Software license fees $ 4,622 $ 2,018
Maintenance and services fees 2,808 685
Hardware sales 471 325
---------- ----------
Total revenues 7,901 3,028
---------- ----------
Cost of revenues:
Software license costs 30 67
Maintenance and services costs 1,649 294
Hardware costs 372 277
---------- ----------
Total cost of revenues 2,051 638
---------- ----------
Gross profit 5,850 2,390
---------- ----------
Operating expenses:
Software development 2,337 1,267
Selling and marketing, net 1,095 545
General and administrative 748 425
---------- ----------
Total operating expenses 4,180 2,237
---------- ----------
Income from operations 1,670 153
Financial income, net 124 78
---------- ----------
Net income $ 1,794 $ 231
========== ==========
Net income used in computing
income per share: $ 1,794 $ 231
========== ==========
Basic income per share $ 0.17 $ 0.03
========== ==========
Diluted income per share $ 0.16 $ 0.03
========== ==========
Shares used in computing:
Basic income per share 10,845,658 8,308,000
========== ==========
Diluted income per share 11,554,345 8,885,000
========== ==========
See notes to condensed consolidated financial statements (unaudited)
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FUNDTECH LTD AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
THREE MONTHS
ENDED
MARCH 31,
------------------
1999 1998
------- -------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income........................................................................ $ 1,794 $ 231
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization................................................... 281 63
Amortization of deferred compensation........................................... 23 16
Appreciation (erosion) of loan payable to a related party....................... -- (4)
Increase in other liabilities................................................... 13 4
Increase in trade receivables................................................... (242) (752)
Decrease (increase) in other accounts receivable and prepaid expenses........... (1,047) 250
Decrease (increase) in long-term trade receivables.............................. (349) 7
Increase (decrease) in trade payables........................................... 835 (399)
Increase (decrease) in deferred revenues and accrued expenses................... (1,822) 222
------ ------
Net cash used in operating activities.............................................. (514) (362)
------ ------
CASH FLOWS FROM INVESTING ACTIVITIES:
Realization of short-term deposits.............................................. -- 2,694
Purchase of fixed assets........................................................ (1,185) (175)
------ ------
Net cash provided by (used in) investing activities............................... (1,185) 2,519
------ ------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash held on behalf of related parties.......................................... -- 1,343
Proceeds from the issuance of share capital and exercise of
stock options and warrants, net.............................................. 694 30,785
Proceeds from receipts on account of shares..................................... -- 30
Short-term bank credit, net..................................................... -- (250)
------ ------
Net cash provided by financing activities......................................... 694 31,908
------ ------
Increase (decrease) in cash and cash equivalents.................................... (1,005) 34,065
Cash and cash equivalents at the beginning of the period............................ 13,019 1,573
------ ------
Cash and cash equivalents at the end of the period.................................. $12,014 $35,638
====== ======
Non-cash investing and financing information:
Purchase of fixed assets by credit.................................................. $ -- $ 43
====== ======
Unpaid share capital issuance expenses.............................................. $ -- $ 956
====== ======
See notes to condensed consolidated financial statements (unaudited)
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FUNDTECH LTD
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
as of March 31, 1999 and for the three months ended March 31, 1999 and 1998 are
unaudited and reflect all adjustments (consisting only of normal recurring
adjustments) which are, in the opinion of management, necessary for a fair
presentation of the financial position and operating results for the interim
periods. The condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes thereto,
together with management's discussion and analysis of the financial condition
and results of operations, contained in Fundtech's Annual Report on form 10-K
for the fiscal year ended December 31, 1998. The results of operations for the
three months ended March 31, 1999 are not necessarily indicative of the results
for the entire fiscal year ending December 31, 1999.
The condensed consolidated financial statements as of and for the three
months ended March 31, 1999 include the results of operations of the Company's
wholly owned subsidiary in England. This subsidiary commenced operations on
January 6, 1999.
2. NET INCOME PER SHARE
Basic net income per share is computed using the weighted average
number of common shares outstanding during each period. Diluted net income per
share is computed using the weighted average number of common shares outstanding
and dilutive common stock equivalents outstanding during the period. A
reconciliation of the numerators and denominators used in computing the basic
and diluted net income per share is as follows:
Three months ended
March 31,
1999 1998
---- ----
(U.S. dollars in thousands,
except share amounts)
Numerator:
Numerator for basic
And diluted per share
Amounts - net income 1,794 231
Denominator:
Denominator for basic
Net income per share
Weighted average shares 10,845,658 8,308,000
Effect of dilutive stock
options and warrants 708,687 577,000
Denominator for dilutive
Net income per share
Weighted average shares
And assumed conversions 11,554,345 8,885,000
3. SUBSEQUENT EVENTS
On April 30, 1999, the Company completed a public offering of 2,900,000
Ordinary Shares, which raised net proceeds in the amount of
approximately $92.8 million (assuming no exercise of the underwriters'
over-allotment option which expires on May 31, 1999).
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ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
RESULTS OF OPERATIONS
The following table sets forth certain financial data and the percentage total
revenue of the Company for the periods indicated:
Three months ended
March 31,
-------------------------------------
% of % of
1999 Revenues 1998 Revenues
------ -------- ------ --------
Revenues:
Software license fees $4,622 58.5% $2,018 66.7%
Maintenance and services fees 2,808 35.5 685 22.6
Hardware sales 471 6.0 325 10.7
------ ----- ----- -----
Total revenues 7,901 100.0 3,028 100.0
------ ----- ----- -----
Cost of revenues:
Software license costs 30 0.4 67 2.2
Maintenance and services costs 1,649 20.9 294 9.7
Hardware costs 372 4.7 277 9.2
------ ----- ----- -----
Total cost of revenues 2,051 26.0 638 21.1
------ ----- ----- -----
Gross profit 5,850 74.0 2,390 78.9
------ ----- ----- -----
Operating expenses:
Software development 2,337 29.5 1,267 41.8
Selling and marketing, net 1,095 13.9 545 18.0
General and administrative 748 9.5 425 14.1
------ ----- ----- -----
Total operating expenses 4,180 52.9 2,237 73.9
------ ----- ----- -----
Income from operations 1,670 21.1 153 5.0
Financial income, net 124 1.6 78 2.6
------ ----- ----- -----
Net income $1,794 22.7% $231 7.6%
====== ===== ===== =====
THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THREE MONTHS ENDED MARCH 31, 1998
SOFTWARE LICENSE FEES. Software license fees consist of revenues derived from
software license agreements entered between Fundtech and its customers. Software
license fees increased by $2,604,000 to $4,622,000 in the three months ended
March 31, 1999 from $2,018,000 for the three months ended March 31, 1998, an
increase of 129%. This increase was attributable to the sale of new product
offerings such as Global CASHstar and PAYplus RTGS, Fundtech's international
payment system, and due to the revenue generated from the businesses acquired
from CheckFree including the Access and InfoVue cash management products.
MAINTENANCE AND SERVICES FEES. Maintenance and services fees include revenues
derived from maintenance contracts, installation and training revenue,
consulting fees, certification fees and related items. Fundtech generally
receives a contract for maintenance and service at the time of the sale of the
system. Maintenance and services fees increased by $2,123,000 to $2,808,000 in
the three months ended March 31, 1999 from $685,000 in the three months ended
March 31, 1998, an increase of 310%. The increase is commensurate with the
increase in systems sold during this period and due to the revenue generated
from maintenance and services fees relating to the products included in the
acquired CheckFree businesses.
HARDWARE SALES. Hardware sales consist of the reselling of third-party hardware
in connection with the license and installation of Fundtech's software. Hardware
sales increased by $146,000 to $471,000 in the three months ended March 31, 1999
from $325,000 in the three months ended March 31, 1998, an increase of 45%.
Hardware sales increased due to the increase in the price and number of systems
sold with hardware.
SOFTWARE LICENSE COSTS. Software license costs consist primarily of the royalty
payments related to grants from the Government of Israel, product media,
duplication, manuals and shipping. Software license costs decreased by $37,000
to $30,000 in the three months ended March 31, 1999 from $67,000 in the three
months ended March 31, 1998, a decrease of 55%. The gross margin of software
license fees increased from 97% in the three months ended March 31, 1998 to 99%
in the three months ended March 31, 1999. The increase in gross margin is
attributable to the decrease in royalty payments as a percentage of total sales
as certain of Fundtech's product offerings are not royalty-bearing.
MAINTENANCE AND SERVICES COSTS. Maintenance and services costs consist primarily
of personnel costs, telephone support costs and other costs related to the
provision of maintenance and consulting services. Maintenance and services costs
increased by $1,355,000 to $1,649,000 in the three months ended March 31, 1999
from $294,000 in the three months ended March 31, 1998, an increase of 461%. The
gross margin on maintenance and services fees decreased from 57% in the three
months ended March 31, 1998 to 41% in the three months ended March 31, 1999. The
decrease on gross margin was primarily due to an increase in personnel
associated with the businesses acquired from CheckFree.
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HARDWARE COSTS. Hardware costs consist primarily of Fundtech's cost of computer
hardware resold to its customers. Cost of hardware sales increased by $95,000 to
$372,000 in the three months ended March 31, 1999 from $277,000 in the three
months ended March 31, 1998, an increase of 34%. This increase is commensurate
with the increase in hardware sales by Fundtech in the three months ended March
31, 1999.
SOFTWARE DEVELOPMENT. Software development expenses are related to the
development and testing of new products and product enhancements. Software
development expenses increased by $1,070,000 to $2,337,000 in the three months
ended March 31, 1999 from $1,267,000 in the three months ended March 31, 1998,
an increase of 84%. The increase in software development costs is principally
related to the development of new product offerings by Fundtech such as PAYplus
RTGS, Access.pro and Global CASHstar as well as enhancements to certain of
Fundtech's existing products. In the three months ended March 31, 1998 and 1999
Fundtech did not receive grants from the Government of Israel.
SELLING AND MARKETING, NET. Selling and marketing expenses increase by $550,000
to $1,095,000 in the three months ended March 31, 1999 from $545,000 in the
three months ended March 31, 1998, an increase of 101%. However, selling and
marketing expenses as a percentage of revenues decreased from 18% in March 31,
1998 to 14% in the three months ended March 31, 1999 due to the increase in
sales attributable to each salesperson and an increase in the overall average
sale price.
GENERAL AND ADMINISTRATIVE. General and administrative expenses increased by
$323,000 to $748,000 in the three months ended March 31, 1999 from $425,000 in
the three months ended March 31, 1998 an increase of 76%. As a percentage of
total revenues general and administrative expenses declined to 10% compared
with 14% in the same period in 1998. This decrease is primarily attributable to
increased operating efficiencies.
FINANCIAL INCOME, NET. Net financial income increased by $46,000 to $124,000 in
the three months ended March 31, 1999 from $78,000 in the three months ended
March 31, 1998 an increase of 59%. The increase of the financial income is due
mainly to interest earned on cash received from our March 1998 initial public
offering.
LIQUIDITY AND CAPITAL RESOURCES
Fundtech has financed its operations primarily through the sale of
equity securities to its shareholders in the amount of approximately $42.0
million including net proceeds from the IPO in the amount of approximately
$29.0 million, grants from the Government of Israel and borrowings from banks.
As of March 31, 1999 Fundtech's working capital was $19.4 million. Cash
and cash equivalents were $12.0 million and $35.6 million at March 31, 1999 and
1998, respectively. Fundtech's utilized net cash from operations amounting to
$514,000 for the three months ended March 31, 1999 and utilized $362,000 for the
three months ended March 31, 1998.
In April 1998, Fundtech acquired the CheckFree businesses for
approximately $18.8 million in cash including expenses.
On April 30, 1999 Fundtech completed a second public offering of
2,900,000 Ordinary Shares, which raised net proceeds in the amount of
approximately $92.8 million.
Fundtech believes that cash on hand and cash flows from operations
during the remainder of 1999 together with the proceeds from the April 30, 1999
offering will provide adequate financial resources to finance Fundtech's current
operations and the planned expansion of its operations for the foreseeable
future. However, in the event that Fundtech makes one or more acquisitions for
consideration consisting of all or a substantial part of Fundtech's available
cash, Fundtech might be required to seek external debt or equity financing for
such acquisition or acquisitions or to fund subsequent operations.
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YEAR 2000 COMPLIANCE
The Year 2000 issue is the result of computer programs being written
using two digits (rather than four) to identify a given year. Computer programs
that have time-sensitive software may interpret the date code "00" as the year
1900 rather than the year 2000. This could result in a system failure or
miscalculations causing disruptions of operations, including, among other
things, a temporary inability to process transactions, send invoices or engage
in other normal business activities. We maintain a significant number of
computer software programs and operating systems across our entire
organization, including various administrative and billing functions, all of
which are potentially subject to Year 2000 problems.
Fundtech's Year 2000 compliance program is divided into two sections:
software programs licensed to Fundtech's customers and internal information
technology systems. Phases common to both sections include preparing inventory
of all software and hardware items affected by the Year 2000 issue, assessing
the Year 2000 compliance of identified items, repairing or replacing items that
are determined not to be Year 2000 compliant, testing items, and creating
contingency plans.
The software product section of Fundtech's compliance program includes
all Fundtech software products licensed by Fundtech's customers. As of May 9,
1999 substantially all of Fundtech's software products had been assessed for
Year 2000 compliance. The software repair and testing phases began in June
1997. The assessment phase will be repeated periodically through January 2000
to verify that any changes made to Fundtech's existing software do not bring
any of Fundtech's software components out of Year 2000 compliance. The repair
and testing steps will be repeated as necessary depending on the outcome of the
periodic assessments. Both phases are dependent on the availability of Year
2000 compliant versions of software from some external vendors. If Fundtech's
testing uncovers any material Year 2000 compliance issues in any widely-used
versions of our software, it may be necessary for Fundtech to upgrade all
affected customers to a newer version of Fundtech's software which is Year 2000
compliant.
The infrastructure section of our compliance program consists of hardware
and software used by Fundtech's staff in the course of operating its business.
We estimate that as of May 9, 1999 this phase was 95% complete. The
repair/replacement phase and testing phase are both expected to be completed by
June 1999, although both phases are dependent on the availability of Year 2000
compliant versions of certain software and hardware.
In its review process, Fundtech confirmed that a substantial majority of
all of its customers, the disruption of whose operations could have a material
adverse impact on Fundtech's operations, are subject to regulations promulgated
by the Federal Reserve mandating Year 2000 compliance. Fundtech expects that
substantially all such customers will comply with such regulations prior to
January 1, 2000.
Fundtech expects that its employees will perform all significant work for
the Year 2000 project described above. Fundtech does not anticipate hiring any
additional employees, nor does Fundtech anticipate incurring any significant
consulting expenses for the Year 2000 project. The cost of software tools and
consulting expenses used for detection of Year 2000 compliance problems and
repair of affected software is not currently expected to exceed $500,000. There
have been no material changes to the Company's costs estimates during the first
quarter of 1999.
Contingency planning has not yet begun for either section, but Fundtech
expects preliminary contingency plans to be completed by June 1999.
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Compliance with Year 2000 requirements may disrupt Fundtech's ability to
continue developing and marketing its electronic payments and funds transfers
and cash and treasury management solutions. Fundtech may also incur certain
unexpected expenditures in connection with Year 2000 compliance. While
uncertainty exists concerning such expenditures, Fundtech does not believe that
Year 2000 compliance will result in a material adverse effect on its business,
financial condition or results of operations. Even if Fundtech's products and
services are Year 2000 compliant, the electronic funds transfer products and
services used by funds-transferring parties not using Fundtech's products may
not be Year 2000 compliant, thereby disrupting the ability of Fundtech's
customers to use Fundtech's products for funds transfer transactions with these
parties. Furthermore, if funds transfers were unable to be processed by
Fundtech's customers because of Year 2000 compliance problems, there can be no
assurance that third parties will not commence litigation against Fundtech for
such funds transfer failure.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Fundtech does not utilize financial instruments for trading purposes and
holds no derivative financial instruments which could expose Fundtech to
significant market risk.
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FUNDTECH LTD
PART II
OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
(a) Not applicable.
(b) Not applicable.
(c) Between January 1, 1999 and March 31, 1999, Fundtech
granted to officers and employees options to purchase an
aggregate of 79,500 ordinary shares at exercise prices
ranging from $19.25 to $22.00 per share.
(d) The effective date of the registration statement (No.
333-8304) for Fundtech's initial public offering of its
ordinary shares, NIS .01 par value, was March 13, 1998. The
offering commenced on March 16, 1998, and terminated after
the sale of all the securities registered. The managing
underwriter of the offering was BancAmerica Robertson
Stephens. Fundtech registered 3,450,000 ordinary shares in
the offering, including shares issued pursuant to the
exercise of the underwriters' over-allotment option. Of such
shares, Fundtech sold 2,587,500 ordinary shares at an
aggregate offering price of $33.6 million ($13.00 per
share) and certain selling shareholders sold an aggregate
of 862,500 ordinary shares at an aggregate offering price
of $11.2 million ($13.00 per share). Under the terms of the
offering, Fundtech incurred underwriting discounts of $2.4
million. Fundtech incurred expenses of $2.5 million in
connection with the offering. None of the amounts were paid
directly or indirectly to any director, officer, general
partner of Fundtech or their associates, persons owning ten
percent or more of any class of equity securities of
Fundtech, or an affiliate of Fundtech.
The net proceeds that Fundtech received as a result of the
offering were $29.0 million. As of March 31, 1999, the net
proceeds have been used as follows: $7.6 million has been
used to purchase a series of 30 day certificates of deposit
at interest rates ranging from 4.8% to 5.5% pending
application of the funds, $18.8 million has been used for
the acquisition of certain assets from CheckFree Holdings
Corporation, and $2.4 million has been used for general
corporate purposes. In addition, approximately $248,000 of
the net proceeds was used to repay a loan to Fundtech from
one of Fundtech's shareholders, Aura Investments Research &
Development Ltd. in 1993. Except for the repayment of the
aforementioned loan, none of the net proceeds of the
offering were paid directly or indirectly to any director,
officer, general partner of Fundtech or their associates,
persons owning ten percent or more of any class of equity
securities of Fundtech, or an affiliate of Fundtech.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27.00 Financial Data Schedule
(b) Reports on Form 8-K
During the quarter, Fundtech filed the following
Current Report on Form 8-K:
(1) A Current Report on Form 8-K dated and filed
April 23, 1999, pertaining to Fundtech's
results of operations for the three months
ended March 31, 1999.
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FUNDTECH LTD.
INDEX TO EXHIBITS
Exhibit
Number Description
- --------- ---------------
27.00 Financial Data Schedule
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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.
Fundtech Ltd.
(Registrant)
/s/ Reuven Ben-Menachem
Dated: May 17, 1999 ---------------------------------
Chairman, President & CEO
/s/ Michael Carus
Dated: May 17, 1999 ---------------------------------
Exec. Vice President & CFO
(Principal Financial Officer)
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