UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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for the Quarterly Period Ended March 31, 2003 |
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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For the transition period from to |
Commission file number 000-29793
(Exact name of Registrant as specified in its charter)
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Delaware |
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13-4023714 |
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(State of Incorporation) |
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(I.R.S. Employer Identification Number) |
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4041 MacArthur Boulevard, Suite 260, Newport Beach, CA 92660 |
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(Address of principal executive offices, including zip code) |
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(949) 660-7100 |
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(Registrant’s telephone number, including area code) |
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Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.01 par value
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o No ý
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12-b-2 of the Act). Yes o No ý
There were 9,964,767 shares of common stock outstanding as of April 30, 2003.
ARTEMIS INTERNATIONAL SOLUTIONS CORPORATION
Quarterly Report on Form 10-Q
For the Quarter Ended March 31, 2003
TABLE OF CONTENTS
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Part I. FINANCIAL INFORMATION |
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Item 1. |
Condensed Consolidated Financial Statements |
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Condensed Consolidated Balance Sheets at
March 31, 2003 (unaudited) |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. Quantitative and Qualitative Disclosures about Market Risk |
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2
ARTEMIS INTERNATIONAL SOLUTIONS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
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March 31, 2003 |
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December 31, 2002 |
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(Unaudited) |
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ASSETS |
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Current assets: |
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Cash |
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$ |
7,378 |
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$ |
7,766 |
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Trade accounts receivable, net of allowance for doubtful accounts of approximately $258 at March 31, 2003 and $296 at December 31, 2002 |
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12,572 |
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17,320 |
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Other accounts receivable |
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520 |
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461 |
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Prepaid expenses |
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1,240 |
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1,618 |
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Other current assets |
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1,103 |
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1,647 |
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Total current assets |
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22,813 |
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28,812 |
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Property and equipment, net of accumulated depreciation and amortization of $7,457 at March 31, 2003 and $7,197 at December 31, 2002 |
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1,536 |
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1,588 |
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Intangible assets, net of amortization of $5,147 at March 31, 2003 and $4,118 at December 31, 2002 |
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9,608 |
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10,637 |
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Investment in affiliates and other assets |
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1,299 |
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836 |
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Total assets |
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$ |
35,256 |
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$ |
41,873 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
3,850 |
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$ |
4,468 |
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Accrued liabilities |
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5,441 |
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7,254 |
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Accrued payroll and taxes |
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6,255 |
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7,226 |
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Deferred revenue |
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9,990 |
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10,842 |
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Line of credit |
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2,226 |
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3,486 |
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Current portion of long-term debt |
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488 |
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950 |
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Total current liabilities |
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28,250 |
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34,226 |
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Accrued pension and other liabilities |
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888 |
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832 |
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Deferred taxes |
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800 |
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800 |
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Long-term debt, less current portion |
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338 |
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235 |
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Total liabilities |
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30,276 |
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36,093 |
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Commitments and contingencies |
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Stockholders’ equity: |
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Preferred stock |
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— |
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— |
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Common stock |
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10 |
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10 |
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Additional paid-in capital |
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80,833 |
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80,833 |
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Accumulated deficit |
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(76,008 |
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(75,100 |
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Accumulated other comprehensive income |
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145 |
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37 |
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Total stockholders’ equity |
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4,980 |
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5,780 |
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Total liabilities and stockholders’ equity |
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$ |
35,256 |
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$ |
41,873 |
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The accompanying notes are an integral part of these condensed consolidated financial statements
3
ARTEMIS INTERNATIONAL SOLUTIONS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
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Three Months Ended |
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2003 |
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2002 |
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(Unaudited) |
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Revenue: |
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Software |
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$ |
4,610 |
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$ |
3,152 |
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Support |
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4,294 |
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3,973 |
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Services |
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7,291 |
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8,611 |
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16,195 |
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15,736 |
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Cost of revenue: |
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Software |
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260 |
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485 |
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Support |
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1,343 |
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1,677 |
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Services |
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5,624 |
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5,742 |
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7,227 |
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7,904 |
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Gross margin |
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8,968 |
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7,832 |
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Operating expenses: |
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