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 June 30, 2004
or
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 000-29793
(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) |
4041 MacArthur Boulevard, Suite 401, Newport Beach, CA 92660
(Address of principal executive offices, including zip code)
(949) 660-6500
(Registrant’s telephone number, including area code)
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 ý No o
Indicate by check mare whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý
There were 9,965,018 shares of common stock outstanding as of July 31, 2004.
ARTEMIS INTERNATIONAL SOLUTIONS CORPORATION
Quarterly Report on Form 10-Q
For the Quarter Ended June 30, 2004
TABLE OF CONTENTS
Part I. FINANCIAL INFORMATION
2
ARTEMIS INTERNATIONAL SOLUTIONS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
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June 30, 2004 |
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December 31, 2003 |
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(Unaudited) |
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(As Restated) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents (includes restricted cash of $2,342) |
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$ |
9,268 |
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$ |
2,593 |
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Trade accounts receivable, net of allowance for doubtful accounts of approximately $234 at June 30, 2004 and $299 at December 31, 2003 |
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10,855 |
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13,628 |
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Other accounts receivable |
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615 |
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839 |
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Prepaid expenses |
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1,309 |
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1,123 |
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Other current assets |
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201 |
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694 |
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Total current assets |
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22,248 |
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18,877 |
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Property and equipment, net of accumulated depreciation and amortization of $7,875 at June 30, 2004 and $7,775 at December 31, 2003 |
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1,027 |
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1,192 |
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Intangible assets, net of amortization of $10,294 at June 30, 2004 and $8,235 at December 31, 2003 |
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4,461 |
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6,520 |
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Investment in affiliates and other assets |
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1,581 |
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1,769 |
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Total assets |
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$ |
29,317 |
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$ |
28,358 |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Current liabilities: |
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Accounts payable |
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$ |
3,211 |
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$ |
5,024 |
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Accrued liabilities |
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5,113 |
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5,222 |
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Accrued payroll and related taxes |
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5,219 |
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6,682 |
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Deferred revenue |
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7,320 |
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7,227 |
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Line of credit, net |
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1,174 |
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3,386 |
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Current portion of long-term debt |
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399 |
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352 |
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Total current liabilities |
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22,436 |
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27,893 |
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Accrued pension and other liabilities |
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3,357 |
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2,834 |
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Deferred taxes |
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480 |
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480 |
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Long-term debt, less current portion |
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3,399 |
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324 |
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Total liabilities |
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29,672 |
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31,531 |
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Commitments and contingencies |
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Stockholders’ deficit: |
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Preferred stock, liquidation preference of $2.20 per share, $0.001 par value, 25,000,000 shares authorized, 4,090,909 issued and outstanding at June 30, 2004 |
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4 |
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— |
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Common stock, $0.001 par value, 500,000,000 shares authorized, 9,965,018 shares issued and outstanding at June 30, 2004 and December 31, 2003 |
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10 |
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10 |
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Additional paid-in capital |
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89,822 |
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81,070 |
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Accumulated deficit |
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(88,683 |
) |
(82,991 |
) |
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Accumulated other comprehensive loss |
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(1,508 |
) |
(1,262 |
) |
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Total stockholders’ deficit |
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(355 |
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(3,173 |
) |
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Total liabilities and stockholders’ deficit |
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$ |
29,317 |
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$ |
28,358 |
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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 share amounts)
(Unaudited)
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Three Months Ended |
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Six Months Ended |
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2004 |
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2003 |
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2004 |
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2003 |
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Revenue: |
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Software |
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$ |
3,329 |
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$ |
3,063 |
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$ |
6,125 |
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$ |
7,673 |
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Support |
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4,118 |
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4,026 |
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8,517 |
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8,320 |
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Services |
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5,984 |
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6,379 |
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12,405 |
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13,670 |
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13,431 |
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