UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2003
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
Commission file number 000-25249
INTRAWARE, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
68-0389976
(I.R.S. Employer Identification Number)
25 ORINDA WAY
ORINDA, CA 94563
(Address of principal executive offices)
(925) 253-4500
(Registrant’s telephone number, including area code)
Indicate by check (X) whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the 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 o No ý
As of December 31, 2003 there were 59,478,109 shares of the registrant’s Common Stock outstanding.
PART I—FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
INTRAWARE, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
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November 30, 2003 |
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February 28, 2003 |
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(unaudited) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
|
$ |
12,324 |
|
$ |
6,841 |
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Accounts receivable, net |
|
1,338 |
|
1,521 |
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Prepaid licenses, services and cost of deferred revenue |
|
258 |
|
329 |
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Other current assets |
|
436 |
|
338 |
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Total current assets |
|
14,356 |
|
9,029 |
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Cost of deferred revenue, less current portion |
|
53 |
|
37 |
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Property and equipment, net |
|
955 |
|
1,859 |
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Other assets |
|
35 |
|
11 |
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Total assets |
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$ |
15,399 |
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$ |
10,936 |
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LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK & STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
724 |
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$ |
683 |
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Accrued expenses |
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1,291 |
|
1,189 |
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Notes payable |
|
989 |
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— |
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Deferred revenue |
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2,000 |
|
2,495 |
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Related party deferred revenue |
|
748 |
|
525 |
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Capital lease and other obligations |
|
1 |
|
1,495 |
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Total current liabilities |
|
5,753 |
|
6,387 |
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Deferred revenue, less current portion |
|
202 |
|
183 |
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Related party deferred revenue, less current portion |
|
25 |
|
223 |
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Notes payable, less current portion |
|
979 |
|
— |
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Capital lease obligations, less current portion |
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— |
|
906 |
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Total liabilities |
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6,959 |
|
7,699 |
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Contingencies (Note 6) |
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Redeemable convertible preferred stock; $0.0001 par value; 10,000 shares authorized: |
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Series A; 552 and 1,298 shares issued and outstanding at November 30 and February 28, 2003, respectively (aggregate liquidation preference of $1,000 and $2,350 at November 30 and February 28, 2003, respectively). |
|
897 |
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2,109 |
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Series B-1; 1 and 49 shares issued and outstanding at November 30 and February 28, 2003, respectively (aggregate liquidation preference of $3 and $486 at November 30 and February 28, 2003, respectively). |
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2 |
|
364 |
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Total redeemable convertible preferred stock |
|
899 |
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2,473 |
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Stockholders’ equity: |
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Common stock; $0.0001 par value; 250,000 shares authorized; 59,473 and 52,101 shares issued and outstanding at November 30 and February 28, 2003, respectively. |
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6 |
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5 |
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Additional paid-in-capital |
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162,013 |
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152,870 |
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Unearned stock-based compensation |
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— |
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(32 |
) |
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Accumulated deficit |
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(154,478 |
) |
(152,079 |
) |
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Total stockholders’ equity |
|
7,541 |
|
764 |
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Total liabilities, redeemable convertible preferred stock and stockholders’ equity |
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$ |
15,399 |
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$ |
10,936 |
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See notes to unaudited interim consolidated financial information.
2
INTRAWARE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
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For the Three Months Ended |
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For the Nine Months Ended |
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November 30, 2003 |
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November 30, 2002 |
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November 30, 2003 |
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November 30, 2002 |
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Revenues: |
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Software product sales |
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$ |
89 |
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$ |
193 |
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$ |
291 |
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$ |
2,491 |
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Online services and technology |
|
1,661 |
|
1,699 |
|
4,901 |
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4,958 |
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Alliance and reimbursement |
|
662 |
|
926 |
|
2,326 |
|
3,183 |
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Related party online services and technology |
|
114 |
|
125 |
|
346 |
|
152 |
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Total revenues |
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2,526 |
|
2,943 |
|
7,864 |
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10,784 |
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Cost of revenues: |
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Software product sales |
|
77 |
|
189 |
|
244 |
|
1,851 |
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Online services and technology |
|
545 |
|
649 |
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1,804 |
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1,681 |
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Alliance and reimbursement |
|
405 |
|
469 |
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1,317 |
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1,510 |
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Total cost of revenues |
|
1,027 |
|
1,307 |
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3,365 |
|
5,042 |
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Gross profit |
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1,499 |
|
1,636 |
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4,499 |
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5,742 |
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Operating expenses: |
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Sales and marketing |
|
573 |
|
972 |
|
2,037 |
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4,627 |
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Product development |
|
560 |
|
1,219 |
|
2,236 |
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5,226 |
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General and administrative |
|
845 |
|
528 |
|
2,502 |
|
2,334 |
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Amortization of intangibles |
|
— |
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— |
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— |
|
1,085 |
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Restructuring |
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