-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FBEmrmqcFrKEODuoL0n5SaVSbN033QYBnQyy68zn+S5IKen2HvUydJGbhGFOsJ9N Ly/zGF4uw7CP6TIhmr0nrg== 0001125282-04-000509.txt : 20040213 0001125282-04-000509.hdr.sgml : 20040213 20040213163652 ACCESSION NUMBER: 0001125282-04-000509 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040213 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AUTHENTIDATE HOLDING CORP CENTRAL INDEX KEY: 0000885074 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 141673067 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20190 FILM NUMBER: 04599672 BUSINESS ADDRESS: STREET 1: 2165 TECHNOLOGY DRIVE CITY: SCHENECTADY STATE: NY ZIP: 12306 BUSINESS PHONE: 5183569741 MAIL ADDRESS: STREET 1: 2165 TECHNOLOGY DRIVE CITY: SCHENECTADY STATE: NY ZIP: 12306 FORMER COMPANY: FORMER CONFORMED NAME: BITWISE DESIGNS INC DATE OF NAME CHANGE: 19930328 8-K 1 b330216_8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 13, 2004 ----------------------------- AUTHENTIDATE HOLDING CORP. - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in charter) Delaware 0-20190 14-1673067 - -------------------------------------------------------------------------------- (State or other jurisdic- (Commission (IRS Employer tion of incorporation) File Number) Identification No.) 2165 Technology Drive, Schenectady, New York 12308 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (518) 346-7799 --------------- (Former name or former address, if changed since last report.) 1 Item 7: Financial Statements and Exhibits. (c) Exhibits. The following exhibit is filed herewith: Exhibit No. Description ----------- ----------- 99.1 Press release issued by Authentidate Holding Corp. dated February 13, 2004 Item 12: Results of Operations and Financial Condition. On February 13, 2004, Authentidate Holding Corp. (the "Registrant") issued a press release announcing results for the fiscal quarter ended December 31, 2003. A copy of the press release is attached as exhibit 99.1. The information in this report shall not be deemed to be "filed" for purposes of Section 18 of, or otherwise regarded as filed under, the Securities Exchange Act of 1934, as amended. Unless expressly incorporated into a filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, made after the date hereof, the information contained herein shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. Dated: February 13, 2004 AUTHENTIDATE HOLDING CORP. (Registrant) By /s/ Dennis H. Bunt ------------------------------------------ Dennis H. Bunt Chief Financial Officer 3 EX-99.1 3 b330216_ex99-1.txt PRESS RELEASE Exhibit 99.1 For Immediate Release Contact: John A. Stiles John A. Stiles & Assoc. LLC 314-994-0560 AuthentiDate Holding Corp. Announces Second Quarter and Six Month Results Schenectady, NY--February 13, 2004--AuthentiDate Holding Corp. (NASDAQ: ADAT) announced today that revenue for the quarter ended December 31, 2003 was $4,029,068 compared to $5,920,575 for the same quarter a year ago. Revenue for the six-month period ending December 31, 2003 was $7,300,291 compared to $11,385,151 for the same six-month period in 2002. The Company noted that deferred revenue increased 121% from $648,000 at June 30, 2003 to $1,432,000 at December 31, 2003. The Company stated that a reduction in low margin hardware sales by the Company's DJS Marketing Group subsidiary contributed to the sales decline in the quarter. Revenue for the six-month period for the AuthentiDate segment which includes AuthentiDate, Inc., AuthentiDate International AG and Trac Medical Solutions, Inc. decreased by $31,000 on a year-over-year basis. Authentidate Group sales were essentially flat for the six months ended December 31, 2003 compared to the prior year because the Company had held off on adding sales staff until the Microsoft Office Plug In was available for general release which happened during the quarter ending December 31, 2003. The DocStar Division realized a decrease in sales of $640,000. The Company stated that it believed the decrease in DocStar sales is attributable to generally weak IT spending by customers during the summer months of 2003. On a quarter to quarter basis DocStar sales increased significantly from $1,225,000 for the quarter ended September 30, 2003 to $1,689,000 for the quarter ending December 31, 2003, which is a 38% increase over the first fiscal quarter. The net loss for the second quarter ended December 31, 2003 was $7,823,689 or $0.32 per share compared to a net loss of $1,953,555 or $0.10 per share for the same quarter a year ago. The Company reported a net loss of $9,523,708 or $0.43 per share and $3,948,421 or $0.20 per share for the respective sixth-month periods ended December 31, 2003 and 2002. During the three months ended December 31, 2003, all of the Company's convertible debt was converted to equity. During the three and six months ended December 31, 2003 the Company expensed $5.6M and $5.9M as non-cash interest expense related to the convertible debt conversion. This non-cash charge reduced earnings per share in the three months and six months ended December 31, 2003, by approximately $0.23 per share and $0.27 per share, respectively. - more - Subsequent to the end of the quarter the Company sold 5.4 Million shares of its common stock in a private transaction, realizing net cash proceeds of approximately $69 Million. This transaction significantly strengthens the balance sheet and also provides the resources to properly market the Authentidate product lines. "A large portion of our loss this quarter was due to a one time charge which converts debt to equity, the result of which leaves us with a much stronger balance sheet ," stated John Botti, AuthentiDate's Chairman and CEO. "In addition, our deferred revenue increased 121% which we believe is a strong indication of success going forward."- The following table are condensed Statements of Operations and Balance Sheet for AuthentiDate Holding Corp. A more detailed explanation is detailed in the Company's SEC filings. AuthentiDate Holding Corp. and Subsidiaries Consolidated Statements of Operations (Unaudited)
For Three Months Ended For Six Months Ended December 31, December 31, 2003 2002 2003 2002 ---- ---- ---- ---- Net sales $ 4,029,068 $ 5,920,575 $ 7,300,291 $ 11,385,151 Cost of goods sold 2,402,816 4,147,192 4,447,756 8,311,835 ------------ ------------ ------------ ------------ Gross profit 1,626,252 1,773,383 2,852,535 3,073,316 Operating Expenses 3,747,411 3,663,197 7,024,024 7,160,620 ------------ ------------ ------------ ------------ Operating loss (2,121,159) (1,889,814) (4,171,489) (4,087,304) Other income (expense) Interest expense (5,724,704) (203,658) (6,182,160) (247,822) Interest and other income 22,174 180,395 812,037 511,643 Equity in net loss of affiliated companies - (38,669) - (121,047) ------------ ------------ ------------ ------------ Loss before income taxes (7,823,689) (1,951,746) (9,541,612) (3,944,530) Income tax (expense)/benefit - (1,809) 17,904 (3,891) ------------ ------------ ------------ ------------ Net loss ($7,823,689) ($1,953,555) ($9,523,708) ($3,948,421) ============ ============ ============ ============ Weighted average number of shares 24,495,904 19,994,817 22,461,881 19,949,807 ============ ============ ============ ============ Net loss per common share ($0.32) ($0.10) ($0.43) ($0.20) ============ ============ ============ ============
- more - AuthentiDate Holding Corp. and Subsidiaries Condensed Consolidated Balance Sheets
(Unaudited) December 31, 2003 June 30, 2003 ----------------- ------------- Current Assets: Cash and cash equivalents $ 7,757,986 $ 3,460,446 Restricted cash 1,099,635 Accounts receivable 2,784,129 3,642,221 Other current assets 198,186 264,628 ----------- ----------- Total current assets 11,839,936 7,367,295 Property and equipment, net 3,567,379 3,764,846 Other assets: Software development costs, net 255,073 355,082 Goodwill 12,795,501 12,795,501 Patent costs, net 280,000 277,406 Other intangible assets 144,690 189,479 Deferred financing fees 268,935 Other assests 122,131 27,296 ----------- ----------- Total Assets $29,004,710 $25,045,840 =========== =========== Current Liabilities: Accounts payable $ 882,511 $ 1,436,943 Accrued expenses and other liabilities 2,697,290 2,125,111 Deferred revenue 1,431,525 647,599 Other current liabilities 662,127 1,234,037 ----------- ----------- Total current liabilities 5,673,453 5,443,690 Convertible debentures 3,316,815 Long-term debt, net of current portion 1,330,134 1,331,129 Deferred grant 1,000,000 Obligations under capital leases, net of current portion 36,768 85,556 ----------- ----------- Total liabilities 7,040,355 11,177,190 ----------- ----------- Total shareholders' equity 21,964,355 13,868,650 ----------- ----------- Total liabilities and shareholders' equity $29,004,710 $25,045,840 =========== ===========
- more - ------------------------------ About AuthentiDate Holding Corp. AuthentiDate Holding Corp. (AHC) is the holding company of five business units; DocStar, AuthentiDate International AG, AuthentiDate, Inc., DJS Marketing Group/Computer Professionals International and Trac Medical Solutions, Inc. DocStar sells a complete line of proprietary document imaging products. AuthentiDate and AuthentiDate AG provide the authentication of digital data through its proprietary and patent pending technology. AuthentiDate intends to establish itself as the authority on "content security" as it is a growing sector of the electronic network security infrastructure market. DJS delivers professional services centered around technology systems integration projects, staff augmentation, out-tasking, outsourcing services and resells computer related products. Trac Medical uses the AuthentiDate service in the medical supply business. This press release contains forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Act of 1934. When used in this release, the words "believe," "anticipate," "think," "intend," "plan," "will be," "expect," and similar expressions identify such forward-looking statements. Such statements regarding future events and/or the future financial performance of The Company are subject to certain risks and uncertainties, which could cause actual events or the actual future results of the Company to differ materially from any forward-looking statement. Such risks and uncertainties include, among other things, the availability of any needed financing, the Company's ability to implement its business plan for various applications of its technologies, the impact of competition, the management of growth, and the other risks and uncertainties that may be detailed from time to time in the Company's reports filed with the Securities and Exchange Commission. In light of the significant risks and uncertainties inherent in the forward-looking statements included herein, the inclusion of such statements should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved. ### -----END PRIVACY-ENHANCED MESSAGE-----