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, 2004
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 January 7, 2005 there were 60,417,331 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)
(unaudited)
|
|
|
November 30, 2004 |
|
February 29, 2004 |
|
||
|
ASSETS |
|
|
|
|
|
||
|
Current assets: |
|
|
|
|
|
||
|
Cash and cash equivalents |
|
$ |
10,145 |
|
$ |
11,804 |
|
|
Accounts receivable, net |
|
1,470 |
|
1,462 |
|
||
|
Costs of deferred revenue and prepaid licenses and services |
|
335 |
|
214 |
|
||
|
Other current assets |
|
543 |
|
317 |
|
||
|
Total current assets |
|
12,493 |
|
13,797 |
|
||
|
Cost of deferred revenue, less current portion |
|
72 |
|
43 |
|
||
|
Property and equipment, net |
|
906 |
|
897 |
|
||
|
Other assets, less current portion |
|
52 |
|
33 |
|
||
|
Total assets |
|
$ |
13,523 |
|
$ |
14,770 |
|
|
|
|
|
|
|
|
||
|
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK & STOCKHOLDERS’ EQUITY |
|
|
|
|
|
||
|
Current liabilities: |
|
|
|
|
|
||
|
Notes payable |
|
$ |
1,018 |
|
$ |
1,034 |
|
|
Accounts payable |
|
786 |
|
577 |
|
||
|
Accrued expenses |
|
826 |
|
928 |
|
||
|
Deferred revenue |
|
2,302 |
|
2,035 |
|
||
|
Related party deferred revenue |
|
6 |
|
648 |
|
||
|
Total current liabilities |
|
4,938 |
|
5,222 |
|
||
|
Deferred revenue, less current portion |
|
208 |
|
295 |
|
||
|
Notes payable, less current portion |
|
319 |
|
766 |
|
||
|
Total liabilities |
|
5,465 |
|
6,283 |
|
||
|
Contingencies (Note 4) |
|
|
|
|
|
||
|
Redeemable convertible preferred stock; $0.0001 par value; 10,000 shares authorized: |
|
|
|
|
|
||
|
Series A; 552 at November 30 and February 29, 2004 (aggregate liquidation preference of $1,000 at November 30 and February 29, 2004) |
|
897 |
|
897 |
|
||
|
Total redeemable convertible preferred stock |
|
897 |
|
897 |
|
||
|
Stockholders’ equity: |
|
|
|
|
|
||
|
Common stock; $0.0001 par value; 250,000 shares authorized; 60,417 and 59,504 shares issued and outstanding at November 30 and February 29, 2004, respectively |
|
6 |
|
6 |
|
||
|
Additional paid-in-capital |
|
163,145 |
|
162,043 |
|
||
|
Accumulated deficit |
|
(155,990 |
) |
(154,459 |
) |
||
|
Total stockholders’ equity |
|
7,161 |
|
7,590 |
|
||
|
Total liabilities, redeemable convertible preferred stock and stockholders’ equity |
|
$ |
13,523 |
|
$ |
14,770 |
|
See notes to unaudited interim consolidated financial information.
2
INTRAWARE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
|
|
|
For the three months ended |
|
For the nine months ended |
|
||||||||
|
|
|
November 30, 2004 |
|
November 30, 2003 |
|
November 30, 2004 |
|
November 30, 2003 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Revenues: |
|
|
|
|
|
|
|
|
|
||||
|
Online services and technology |
|
$ |
2,032 |
|
$ |
1,661 |
|
$ |
5,627 |
|
$ |
4,901 |
|
|
Alliance and reimbursement |
|
493 |
|
662 |
|
1,759 |
|
2,326 |
|
||||
|
Related party online services and technology |
|
4 |
|
114 |
|
542 |
|
346 |
|
||||
|
Software product sales |
|
— |
|
89 |
|
42 |
|
291 |
|
||||
|
Total revenues |
|
2,529 |
|
2,526 |
|
7,970 |
|
7,864 |
|
||||
|
Cost of revenues: |
|
|
|
|
|
|
|
|
|
||||
|
Online services and technology |
|
820 |
|
545 |
|
2,086 |
|
1,804 |
|
||||
|
Alliance and reimbursement |
|
331 |
|
405 |
|
1,143 |
|
1,317 |
|
||||
|
Software product sales |
|
— |
|
77 |
|
37 |
|
244 |
|
||||
|
Total cost of revenues |
|
1,151 |
|
1,027 |
|
3,266 |
|
3,365 |
|
||||
|
Gross profit |
|
1,378 |
|
1,499 |
|
4,704 |
|
4,499 |
|
||||
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
||||
|
Sales and marketing |
|
756 |
|
573 |
|
2,330 |
|
2,037 |
|
||||
|
Product development |
|
383 |
|
560 |
|
1,195 |
|
2,236 |
|
||||
|
General and administrative |
|
1,107 |
|
845 |
|
2,798 |
|
2,502 |
|
||||
|
Restructuring |
|
(75 |
) |
— |
|
(75 |
) |
— |
|
||||
|
Total operating expenses |
|
2,171 |
|
1,978 |
|
6,248 |
|
6,775 |
|
||||
|
Loss from operations |
|
(793 |
) |
(479 |
) |
(1,544 |
) |
(2,276 |
) |
||||
|
Interest expense |
|
(24 |
) |
(40 |
) |
(79 |
) |
(170 |
) |
||||
|
Interest and other income and expenses, net |
|
50 |
|
21 |
|
92 |
|
||||||