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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

Commission File Number: 000-29678

INTRADO INC.
(Exact name of registrant as specified in its charter)

Registrant's Telephone Number, Including Area Code: (720) 494-5800

(Former name or former address, if changed since last report)

        Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ý    No o

        As of May 1, 2003, there were 15,553,976 shares of common stock outstanding.

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

        This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. We intend the forward-looking statements throughout the Quarterly Report on Form 10-Q and the information incorporated by reference to be covered by the safe harbor provisions for forward-looking statements. All projections and statements regarding our expected financial position and operating results, our business strategy, our financing plans and the outcome of any contingencies are forward-looking statements. These statements can sometimes be identified by our use of forward-looking words such as "may," "believe," "plan," "will," "anticipate," "estimate," "expect," "intend," and other words and phrases of similar meaning. Known and unknown risks, uncertainties and other factors could cause the actual results to differ materially from those contemplated by the statements. The forward-looking information is based on information available as of the date of this report on Form 10-Q and on numerous assumptions and developments that are not within our control. Although we believe these forward-looking statements are reasonable, we cannot assure you they will turn out to be correct. Actual results could be materially different from our expectations due to a variety of factors, including the following:

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Our reliance on large contracts from a limited number of significant telecommunications customers and, especially in light of recent competitive pressures in the telecommunications industry, their ability to pay for our services;



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Fluctuations in quarterly operating results, including those that are due to adverse trends in the telecommunications industry, bankruptcy filings by WorldCom and other customers, and other factors that are beyond our control;



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Whether our investments in research and development and capitalized software will expand our service offerings and prove to be economically viable;



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Our ability to retain key executives, particularly George K. Heinrichs, our co-founder, President, Chief Executive Officer and Chairman of the Board;



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Competition in service, price and technological innovation from entities with substantially greater resources than us;



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Our ability to integrate businesses and assets that we may acquire;



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Constraints on our sales and marketing channels due to the fact that many of our customers compete with each other;



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Our ability to accurately predict and recoup the large amount of up-front expenditures necessary to serve new customers and possible delays in sales cycles;



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Our ability to expand our services beyond our traditional business and into the highly competitive data management industry, such as our proposed IntelliBase^SM National Repository Line Level Database and IntelliCast^SM Target Notification services;



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The unpredictable rate of adoption of wireless 9-1-1 services, including further delays in the Federal Communications Commission's mandated deployment of Phase I and Phase II wireless location services;



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The potential for liability claims, including product liability claims relating to our software;



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Technical difficulties and network downtime, including those caused by sabotage or unauthorized access to our systems;



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Developments in telecommunications regulation and the unpredictable manner in which existing or new legislation and regulation may be applied to our business; and



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Developments in governance, accounting and financial regulation and their unpredictable impact on general and administrative expenses.

This list is intended to identify some of the principal factors that could cause actual results to differ materially from those described in the forward-looking statements included elsewhere in this report. These factors are not intended to represent a complete list of all risks and uncertainties inherent in our business, and should be read in conjunction with the more detailed cautionary statements included in our 2002 Annual Report on Form 10-K under the caption "Item 1. Business—Risk Factors," our other Securities and Exchange Commission filings, and our press releases.

INDEX

PART I—FINANCIAL INFORMATION

INTRADO INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in Thousands, Except Per Share Data; Unaudited)

The accompanying notes to consolidated financial statements are an integral part of these consolidated statements.

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INTRADO INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in Thousands; Unaudited)

The accompanying notes to financial statements are an integral part of these consolidated statements.

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INTRADO INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in Thousands; Unaudited)

The accompanying notes to consolidated financial statements are an integral part of these consolidated statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1—BASIS OF PRESENTATION

        The unaudited consolidated financial statements included herein reflect all adjustments, consisting only of normal recurring adjustments, which in the opinion of management are necessary to fairly present the consolidated financial position, results of operations and cash flows of Intrado Inc. ("Intrado" or the "Company") for the periods presented. Certain information and footnote disclosures normally included in audited financial information prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the Securities and Exchange Commission's rules and regulations. The results of operations for the period ended March 31, 2003 are not necessarily indicative of the results to be expected for subsequent quarterly periods or for the entire fiscal year ending December 31, 2003. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto which are included in the Company's Annual Report on Form 10-K for the year ended December 31, 2002.

Reclassifications

        Certain prior period amounts have been reclassified to conform with the current period's presentation. These reclassifications included changes to the Company's segment reporting (Note 3).

Deferred Contract Costs

        Deferred costs represent computer equipment purchased specifically for a customer's existing system, inventory shipped to a customer site, or up-front implementation costs. These costs will be recognized over the related contract period as the revenue is recognized.

Revenue and Cost Recognition

        The Company generates revenue from all of its three segments, or "business units": Wireline, Wireless and New Markets (Note 3). The revenue from these business units is derived from monthly data management services, maintenance, systems and new products and professional services.

        Revenue is accounted for as either software revenue and related post-contract support or services revenue in accordance with the guidelines provided by Statement of Position No. 97-2 "Software Revenue Recognition" and Staff Accounting Bulletin 101 ("SAB 101") "Revenue Recognition in Financial Statements." The Company's policy is to recognize revenue when the applicable revenue recognition criteria have been met, which generally include the following:

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persuasive evidence of an arrangement exists;



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price is fixed or determinable;



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delivery has occurred or services have been rendered; and



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collectibility is reasonably assured.

        The monthly data management services include revenue from up-front one-time fees and monthly service fees. The Company's one-time up-front services consist primarily of the clean up of the customer's 9-1-1 data records, engineering services to enable the customer's legacy system to interface with Intrado's platform, thereby establishing network connectivity, public safety boundary mapping, customer training and testing. The charges for these services are nonrefundable if the contract is cancelled after the services are performed. After the initial up-front service, data management customers often buy enhancements to these services, such as additional software engineering to improve

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system functionality or network services to make their network more effective ("Enhancement Services"). The fees received for up-front services and certain Enhancement Services are deferred and recognized as revenue ratably over the remaining contractual term of the arrangement. The Company also receives a monthly service fee to provide ongoing data management services that are required to keep the records current for all subscribers, to maintain and monitor network components and to support and maintain the software and systems required to provide the services. The fees received for these monthly services are recognized as revenue in the period in which all of the above criteria have been met, which is generally the month services are provided.

        Maintenance contracts are sold to customers that purchase database and call handling systems. These contracts designate a specified amount that is to be paid for the support and maintenance services. The fees received for maintenance are accrued and recognized as revenue over the contractual term of the arrangement.

        Systems and new products revenue is recognized from the sales of new database and call handling systems as well as customized solutions sold to existing customers. Software license revenue and related hardware sales are recognized upon execution of a contract and completion of delivery obligations, provided that no uncertainties exist regarding customer acceptance and that collection of the related receivable is reasonably assured.

        Professional services revenue is generated by providing consulting services and is recognized in the period in which all of the above criteria have been met.

        The Company defers one-time up-front fees, certain enhancement fees and related incremental costs and recognizes them over the life of each contract, as these fees and costs do not represent the culmination of a separate earnings process and benefit the customer over the life of each contract.

        As of March 31, 2003, the Company had total deferred contract revenue of $20.4 million and deferred contract costs of approximately $6.1 million. The Company anticipates that approximately $4.6 million of the $20.4 million in deferred contract revenue will be recognized in the second quarter of 2003, when all revenue recognition criteria are expected to be met. Of the total deferred contract revenue, $19.1 million has already been received and $1.3 million is included in accounts receivable as of March 31, 2003. As of March 31, 2003, the total deferred contract revenue balance of $20.4 million represents one-time fees and certain enhancements as services are delivered. The Company estimates that total deferred contract revenue, net of deferred contract costs, will be recognized as follows, for the remainder of 2003 and each year thereafter, (dollars in thousands):

Software

        The Company capitalizes certain internal and external software acquisition and development costs that benefit future years in accordance with the Accounting Standards Executive Committee issued Statement of Position 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use" ("SOP 98-1"), if internal use, or SFAS, No. 86, "Accounting for the Costs of Computer Software to be Sold, Leased or Otherwise Marketed," if the software is to be sold.

        For software developed for internal use, the Company expenses the costs of developing computer software until the software has reached the application development stage and capitalizes all costs

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incurred from that time until the software has been installed at which time amortization of the capitalized costs begins. Determination of when the software has reached the application development stage is based upon completion of conceptual designs, evaluation of alternative designs and performance requirements. Costs of major enhancements to internal use software are capitalized while routine maintenance of existing software is charged to expense as incurred. The determination of when the software is in the application development stage and the ongoing assessment of the recoverability of capitalized computer software development costs requires considerable judgment by management with respect to certain factors, including, but not limited to estimated economic life and changes in software and hardware technology. The Company also contracts with third parties to help develop or test internal use software and generally capitalizes these costs.

        For software developed for external use, the Company expenses the costs of developing computer software until technological feasibility is established and capitalizes all costs incurred from that time until the software is available for general customer release or ready for its intended use, at which time amortization of the capitalized costs begins. Technological feasibility for the Company's computer software products is based upon the earlier of the achievement of: (a) a detailed program design free of high-risk development issues; or (b) completion of a working model. Costs of major enhancements to existing products are capitalized while routine maintenance of existing products is charged to expense as incurred. The establishment of the technological feasibility and the ongoing assessment of the recoverability of capitalized computer software development costs requires considerable judgment by management with respect to certain external factors, including, but not limited to, technological feasibility, anticipated future gross revenue, estimated economic life and changes in software and hardware technology. The Company also contracts with third parties to develop or test software that will be sold to customers, and generally capitalizes these costs.

        Internal-capitalized software costs are amortized on a product-by-product basis using a straight-line method over a period of three years. External use capitalized software costs are amortized over the greater of the amount computed using (a) the ratio that current gross revenue for a product compares to the total of current and anticipated future gross revenue for that product or (b) the straight-line method over the remaining estimated economic life of the product, which is typically three years.

        For the three months ended March 31, 2003, the Company capitalized $1.4 million of expenses related to software products which reached technological feasibility and recognized $1.1 million in amortization expense related to capital software products. For the three months ended March 31, 2002, the Company capitalized $2.2 million of expenses and amortized $105,000.

Income Taxes

        For the three months ended March 31, 2003, the Company recognized $629,000 of income tax expense, based upon the Company's estimate of a 35.5% effective tax rate for the year ending December 31, 2003. In the 4^th quarter of 2002, the Company reversed its valuation allowance for previously recorded net operating loss carryforwards ("NOLs") based upon the Company's estimate that it would be more likely than not that it would realize the benefits for these assets in the future. During the three months ended March 31, 2002, no income tax expense was recorded due to utilization of the Company's previously generated NOL carryforwards.

Stock-Based Compensation Plans

        At March 31, 2003, the Company has two stock-based employee compensation plans. The Company accounts for these plans under the recognition and measurement principles of APB Opinion No. 25, ("APB 25") "Accounting for Stock Issued to Employees," and related interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under this plan had an exercise price equal to the market value of the underlying common stock on the date of grant.

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The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123, ("SFAS 123"), "Accounting for Stock-Based Compensation," to stock-based employee compensation (in thousands except per share amounts):

NOTE 2—INCOME PER SHARE

        The Company presents basic and diluted earnings or loss per share in accordance with Statement of Financial Accounting Standards No. 128, "Earnings Per Share," which establishes standards for computing and presenting basic and diluted income per share. Under this statement, basic income per share is determined by dividing net income available to common stockholders by the weighted average number of common shares outstanding during each period. The treasury stock method, using the average price of the Company's common stock for the period, is applied to determine dilution from options and warrants. The as-if-converted method is used for convertible securities.

        A reconciliation of the numerators and denominators used in computing per share net income is as follows (dollars in thousands):

NOTE 3—REPORTABLE SEGMENTS

        Effective January 1, 2003, the Company realigned its internal operating units by aggregating similar service offerings under common supervision. As a result, the Company condensed its operating segments into three business units: Wireline, Wireless and New Markets. Wireline includes the former ILEC and CLEC Business Units, the wireline portion of the former Direct Business Unit and the Call Handling Products division. Wireless continues to include services and products related to wireless

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carriers. New Markets, which carries responsibility for services and products that are in the early stages of development or market penetration, currently includes IntelliCast^SM and IntelliBase^SM NRLLDB.

        The Company allocates expenses from corporate support groups to Wireline, Wireless and New Markets based on the percentage of total Company revenue each unit generates in the reported period. The Company believes this methodology improves its financial reporting as each unit is fully burdened with an appropriate allocation of the Company's operating expenses. The expenses allocated from Corporate are shown as a separate line item below direct and indirect costs.

        Corresponding items for segments in periods prior to January 1, 2003 have been reclassified to conform to the Company's new segments. The Company does not segregate assets between segments as it is currently impractical to do so. Revenue and costs are segregated in the following Statements of Operations for the reportable segments.