<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
[ ] 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 0-25215
WEBTRENDS CORPORATION
(Exact name of registrant as specified in its charter)
OREGON 93-1123283
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
851 SW SIXTH AVENUE, SUITE 1200
PORTLAND, OREGON 97204
(Address of principal executive offices)
(503) 294-7025
(Registrant's telephone number)
Check whether the registrant (1) 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 [ ] No [X]
The number of shares of common stock, no par value, outstanding on March
31, 1999 was 11,250,080.
<PAGE> 2
WEBTRENDS CORPORATION
INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION PAGE NO.
- ------ --------------------- --------
<S> <C> <C>
Item 1. Condensed financial Statements
Balance Sheets at December 31, 1998 and March 31, 1999.....................3
Statements of Operations for the three months
ended March 31, 1998 and 1999.....................................4
Statements of Cash Flows for the three months
ended March 31, 1998 and 1999.....................................5
Notes to condensed financial statements.......................................6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations......................................7
PART II. OTHER INFORMATION
Item 1. Legal Proceedings............................................................11
Item 2. Changes in Securities and use of proceeds....................................11
Item 5. Other Information............................................................11
Item 6. Exhibits and Reports on Form 8-K.............................................12
Signatures .............................................................................13
</TABLE>
<PAGE> 3
PART I -- FINANCIAL INFORMATION
ITEM 1. CONDENSED FINANCIAL STATEMENTS
2
<PAGE> 4
WEBTRENDS CORPORATION
BALANCE SHEETS
DECEMBER 31, 1998 (AUDITED) AND MARCH 31, 1999 (UNAUDITED)
<TABLE>
<CAPTION>
12/31/98 3/31/99
---------- -----------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents.............................. $ 1,098,847 $30,568,239
Short-term investments................................. -- 6,195,415
Accounts receivable, less provision for doubtful
accounts of $40,000 for 1998 and $80,000 for 1999.... 977,577 2,050,411
Inventories............................................ 62,115 74,996
Prepaid expenses....................................... 190,530 139,503
Deferred offering costs................................ 255,394 --
Deferred taxes......................................... 157,500 157,500
---------- -----------
TOTAL CURRENT ASSETS................................ 2,741,963 39,186,064
Property and equipment, net............................ 598,407 869,218
Other assets........................................... 22,016 17,535
---------- -----------
TOTAL ASSETS........................................ $3,362,386 $40,072,817
========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable....................................... 383,187 692,617
Accrued liabilities.................................... 385,233 483,941
Accrued compensation and employment taxes.............. 508,422 574,457
Accrued sales tax...................................... 268,533 320,009
Accrued income taxes................................... -- 70,750
Deferred revenues...................................... 824,013 1,666,029
Notes and interest payable to shareholders............. 151,103 --
---------- -----------
TOTAL CURRENT LIABILITIES........................... 2,520,491 3,807,803
---------- -----------
STOCKHOLDERS' EQUITY
Preferred stock, no par value. Authorized, 15,000,000
shares; no shares outstanding.......................... -- --
Common stock, Class A Voting, no par value. Authorized
30,000,000 shares at December 31, 1998 and 60,000,000
at March 31, 1999; issued and outstanding, 8,210,527
shares at December 31, 1998 and 11,250,080
at March 31, 1999.................................... 260,000 36,058,196
Common stock, Class B Voting, no par value. Authorized
30,000,000 shares at December 31, 1998 and none at
March 31, 1999; issued and outstanding 8,437 at
December 31, 1998 and none at March 31, 1999......... 589,694 --
Deferred compensation.................................. (551,534) (514,998)
Retained earnings...................................... 543,735 721,816
---------- -----------
TOTAL STOCKHOLDERS' EQUITY.......................... 841,895 36,265,014
---------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY.......... $3,362,386 $40,072,817
========== ===========
</TABLE>
See accompanying notes to condensed financial statements.
3
<PAGE> 5
WEBTRENDS CORPORATION
STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1998 AND 1999
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
-----------------------------
1998 1999
------------ ------------
(UNAUDITED)
<S> <C> <C>
Revenue:
Software........................... $ 1,496,225 $ 2,586,973
Support Services................... 125,449 419,353
------------ ------------
Total revenue.................. 1,621,674 3,006,326
Cost of revenue....................... 129,412 290,310
------------ ------------
Gross margin........................... 1,492,262 2,716,016
------------ ------------
Research and development.......... 455,778 639,133
Sales and marketing............... 720,034 1,505,538
General and administrative........ 292,274 455,465
------------ ------------
Total operating expenses....... 1,468,086 2,600,136
------------ ------------
Income from operations............... 24,176 115,880
------------ ------------
Other income (expense):
Interest and dividends income... 7,910 170,917
Interest expense................ (3,202) (1,866)
------------ ------------
Total other income (expense) 4,708 169,051
------------ ------------
Income before income taxes... 28,884 284,931
Income tax provision ............... 3,465 106,850
------------ ------------
Net income........................... $ 25,419 $ 178,081
============ ============
Basic net income per share........... -- .02
============ ============
Diluted net income per share......... -- .02
============ ============
Shares used in basic net income
per share calculation............. 8,210,527 9,581,526
============ ============
Shares used in diluted net income per
share calculation................. 8,210,527 10,932,209
============ ============
</TABLE>
See accompanying notes to condensed financial statements.
4
<PAGE> 6
WEBTRENDS CORPORATION
STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1998 AND 1999
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
-------------------------------
1998 1999
-------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES: (UNAUDITED)
<S> <C> <C>
Net income ............................... $ 25,419 $ 178,081
Adjustment to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization......... 36,267 82,296
Provision for doubtful accounts....... 5,841 40,000
Loss (gain) on marketable security.... (81) (91)
Amortization of deferred stock
compensation ....................... -- 36,536
Changes in assets and liabilities:
Accounts receivable............... (46,706) (1,112,836)
Inventories....................... 11,514 (12,882)
Prepaid expenses.................. (68,762) 306,421
Other assets...................... -- 4,572
Accounts payable.................. (37,844) (22,613)
Accrued liabilities............... 118,009 (98,417)
Accrued sales tax................. 38,285 51,477
Accrued compensation and employment
taxes ........................... 104,972 66,036
Accrued income taxes............... (10,715) 70,750
Accrued interest................... 3,202 (1,103)
Deferred revenues.................. 11,964 842,016
------------ ------------
Net cash provided by operating
activities .......................... 191,365 430,243
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment..................... (64,301) (353,107)
Purchase of short term investments......... -- (6,195,415)
------------ ------------
Net cash used by investing
activities .................. (64,301) (6,548,522)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of common stock....................... -- 35,685,590
Exercise of stock options.................. -- 52,081
Principal payments to shareholders ........ -- (150,000)
------------ ------------
Net cash provided by financing
activities .......................... -- 35,587,671
------------ ------------
INCREASE IN CASH AND CASH EQUIVALENTS.......... 127,064 29,469,392
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD. 806,916 1,098,847
------------ ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD ....... $ 933,980 $30,568,239
============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for:
Interest .............................. $ 3,578 $ 2,490
Income taxes .......................... $ 65,000 $ 7,000
</TABLE>
See accompanying notes to condensed financial statements.
5
<PAGE> 7
WEBTRENDS CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles. However, certain information or
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed, or
omitted, pursuant to the rules and regulations of the Securities and Exchange
Commission. In the opinion of management, the statements include all adjustments
necessary (which are of a normal and recurring nature) for the fair presentation
of the results of the interim periods presented. These financial statements
should be read in conjunction with our audited consolidated financial statements
for the year ended December 31, 1998.
2. Initial Public Offering
On February 19, 1999, WebTrends completed an initial public offering of
3,500,000 shares including 3,000,000 newly issued shares by WebTrends and
500,000 outstanding shares sold by existing shareholders. Subsequently, the
selling shareholders sold an additional 525,000 shares pursuant to the
underwriters' exercise of their overallotment option. WebTrends did not receive
any of the proceeds from the sale of stock by the selling shareholders. The
offered shares generated net proceeds to WebTrends of $35,156,421.
3. Net Income Per Common and Common Equivalent Share
Basic and diluted net income per share were computed using the weighted
average number of common shares outstanding during each year, with diluted net
income per share including the effect of potentially dilutive common stock
equivalents. The weighted average number of common shares outstanding for basic
net income per share computations for the periods ended March 31, 1998 and 1999
were 8,210,527 and 9,581,526, respectively. For diluted net income per share,
- -0- and 1,350,683 shares were added to the weighted average number of common
shares outstanding for the same periods, respectively, representing potential
dilution for stock options outstanding, calculated using the treasury stock
method. Basic and diluted net income per share have been calculated in
accordance with SEC Staff Accounting Bulletin No. 98.
4. Research and Development Costs
Software development costs have been accounted for in accordance with
Statement of Financial Accounting Standards No. 86, Accounting for the Costs of
Computer Software to be Sold, Leased or Otherwise Marketed. Under the standard,
capitalization of software development costs begins upon the establishment of
technological feasibility, subject to net realizable value considerations. To
date, the period between achieving technological feasibility and the general
availability of such software has been short; therefore, software development
costs qualifying for capitalization have been immaterial. Accordingly, WebTrends
has not capitalized any software development costs and charged all such costs to
research and development expense.
6
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FORWARD-LOOKING INFORMATION
Certain statements in this Form 10-Q contain "forward-looking"
information (as defined in Section 27A of the Securities Act of 1933, as
amended) that involve risks and uncertainties which may cause actual results to
differ materially from those predicted in the forward-looking statements.
Forward-looking statements can be identified by their use of such verbs as
expects, anticipates, believes or similar verbs or conjugations of such verbs.
If any of the Company's assumptions on which the statements are based prove
incorrect or should unanticipated circumstances arise, the Company's actual
results could materially differ from those anticipated by such forward-looking
statements. The differences could be caused by a number of factors or
combination of factors including but not limited to, the risks detailed in the
Company's Securities and Exchange Commission filings, including the Company's
Form S-1 filed April 27, 1999.
OVERVIEW
WebTrends Corporation provides comprehensive, integrated, scaleable,
modular, and easy-to-use solutions that enable organizations to cost-effectively
manage and report on their Internet-based systems. WebTrends was incorporated on
August 31, 1993 and reorganized effective January 1, 1997. Prior to 1997,
WebTrends was not taxable as an entity because the shareholders had elected to
be taxed individually based on their percentage ownership of the outstanding
common stock.
Since the year ended December 31, 1996, WebTrends has generated most of its
revenue from licensing its traffic analysis and management suite products and
related support services. Prior to 1996, substantially all of WebTrends' revenue
was generated from the license of its AuditTrack product and related products
developed as solutions for managing Novell networks.
Software license revenue consists of fees for licenses of WebTrends'
software products. Revenue allocated to software licenses is recognized upon
delivery of software, assuming no significant obligations or customer acceptance
rights exist. WebTrends generally provides a thirty-day right of return for
each product sold. Estimated sales returns and allowances are recorded upon
shipment of the product.
WebTrends sells a portion of its products domestically and
internationally through resellers. Revenue from sales to domestic resellers is
managed directly by WebTrends, and we recognize revenue from sales primarily at
the time of shipment, net of estimated returns and allowances. In December of
1998, WebTrends entered into domestic distribution agreements with Merisel
Americas, Inc. and Ingram Micro, Inc. These agreements offer expanded rights of
return and price protection beyond our normal reseller agreements. For these
distributors, WebTrends is recognizing revenue upon sales from the distributor
to a third party or end user until a returns history can be established. Revenue
from sales to international resellers is managed by a third-party export
management company and revenue is recognized upon sales from the reseller to a
third party or end user.
Support services revenue consists of annual subscriptions for upgrades,
post-sale customer support services, and professional services. Revenue
allocated to subscriptions, which allow the subscriber to purchase the right to
obtain upgrades, when and if available, are paid in advance and revenues are
recognized ratably over the term of the subscription. Revenue allocated to
professional services is recognized as the services are performed.
Software development costs have been accounted for in accordance with
Statement of Financial Accounting Standards No. 86, Accounting for the Costs of
Computer Software to be Sold, Leased, or Otherwise Marketed. Under the standard,
capitalization of software development costs begins upon the establishment of
technological feasibility, subject to net realizable value considerations. To
date, the period between achieving technological feasibility and the general
availability of such software has been short; therefore, software development
costs qualifying for capitalization have been immaterial. Accordingly, WebTrends
has not capitalized any software development costs and has charged all such
costs to research and development expense.
7
<PAGE> 9
RESULTS OF OPERATIONS
The following table sets forth historical operating information of
WebTrends, as a percentage of total revenue, for the periods indicated.
THREE MONTHS ENDED MARCH 31, 1998 AND 1999
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
----------------------------
1998 1999
----- -----
<S> <C> <C>
Revenue:
Software licenses ........ 92.3% 86.1%
Support services ......... 7.7 13.9
----- -----
Total revenue .......... 100.0 100.0
Cost of revenue .............. 8.0 9.7
----- -----
Gross margin ............... 92.0 90.3
----- -----
Operating expenses:
Research and development ... 28.1 21.3
Sales and marketing ........ 44.4 50.1
General and administrative . 18.0 15.1
----- -----
Total operating expenses 90.5 86.5
----- -----
Income from operations ....... 1.5 3.8
Other income, net ............ 0.3 5.7
----- -----
Income before income taxes ... 1.8 9.5
Income taxes ................. 0.2 3.6
----- -----
Net income ................... 1.6% 5.9%
===== =====
</TABLE>
REVENUE
Total revenue increased 85.4% from $1.6 million for the three months
ended March 31, 1998 to $3.0 million for the three months ended March 31, 1999.
Software Licenses. Software license revenue increased 72.9% from $1.5
million for the three months ended March 31, 1998 to $2.6 million for the three
months ended March 31, 1999. Software license revenue represented 92.3% and
86.1% of total revenue for the three months ended March 31, 1998 and March 31,
1999, respectively. The increase in software license revenue is primarily
attributable to the effect of continued growth of our suite products, sales for
the WebTrends for Firewalls and VPNs product which was introduced in the second
quarter of 1998, and the introduction of the WebTrends Security Analyzer product
during the quarter ended March 31, 1999.
Support Services. Support services revenue increased 234.3% from
$125,000 for the three months ended March 31, 1998 to $419,000 for the three
months ended March 31, 1999, representing approximately 7.7% and 13.9% of total
revenues, respectively. The increase in support services revenue is primarily
attributable to an increase in subscription revenue from the increase in the
installed base of customers and the sale of consulting and training services
which was initiated during the second half of 1998.
COST OF REVENUE
Cost of revenue includes product packaging, software documentation,
duplication, labor, and other costs associated with handling, packaging, and
shipping product, royalties associated with the sale of
8
<PAGE> 10
WebTrends' products, and costs associated with providing technical support and
consulting services to customers. Cost of revenue increased 124.3% from $129,000
for the three months ended March 31, 1998 to $290,000 for the three months ended
March 31, 1999. As a percentage of total revenue, cost of revenue increased from
8.0% for the three months ended March 31, 1998 to 9.7% for the three months
ended March 31, 1999. The increase in cost of revenue is primarily attributable
to the hiring of additional customer support personnel to handle the demand from
a larger customer base and the hiring of additional employees to manage
consulting and training services.
OPERATING EXPENSES
Research and Development. Research and development expenses consist
primarily of salaries and related costs associated with the development of new
products, the enhancement of existing products, and the performance of quality
assurance and documentation activities. Research and development expenses
increased 40.2% from $456,000 for the three months ended March 31, 1998 to
$639,000 for the three months ended March 31, 1999. As a percentage of total
revenue, research and development expenses decreased from 28.1% for the three
months ended March 31, 1998 to 21.3% for the three months ended March 31, 1999.
The increase in research and development expenses in absolute dollars is
primarily attributable to increasing the number of research and development
employees over the periods presented. Research and development expenses
decreased as a percentage of total revenue primarily due to the rapid growth in
total revenue. WebTrends continues to believe that significant investment in
research and development is required to remain competitive in its markets, and
therefore anticipates that research and development expenses will increase in
absolute dollars in future periods, but may vary as a percent of total revenue.
Sales and Marketing. Sales and marketing expenses consist primarily of
salaries, trade shows, commissions, and advertising costs. Sales and marketing
expenses increased 109.1% from $720,000 for the three months ended March 31,
1998 to $1.5 million for the three months ended March 31, 1999. As a percentage
of total revenue, sales and marketing expenses increased from 44.4% for the
three months ended March 31, 1998 to 50.1% for the three months ended March 31,
1999. The increase in sales and marketing expense is primarily attributable to
the hiring of additional sales, marketing, and customer support personnel,
including additional personnel required to support indirect distribution
channels, and increased spending on advertising. WebTrends expects that sales
and marketing expenses will continue to increase in absolute dollars as it
continues to expand its marketing programs and sales force to increase brand
awareness, but they may vary as a percent of total revenue.
General and Administrative. General and administrative expenses consist
primarily of salaries and other personnel-related costs for executive,
financial, human resource, information services, and other administrative
functions, as well as legal, accounting, and insurance costs. General and
administrative expenses increased 55.8% from $292,000 for the three months ended
March 31, 1998 to $455,000 for the three months ended March 31, 1999. As a
percentage of total revenue, general and administrative expenses decreased from
18.0% for the three months ended March 31, 1998 to 15.1% for the three months
ended March 31, 1999. The increase in absolute dollars is primarily attributable
to the hiring of additional accounting and administration personnel, and public
company related costs during the three months ended March 31, 1999. WebTrends
expects general and administrative expenses will continue to increase in
absolute dollars to support the anticipated expansion of sales and operations,
but they may vary as a percent of total revenue.
9
<PAGE> 11
INCOME TAXES
Income taxes increased from $3,000 for the three months ended March 31,
1998 to $107,000 for the three months ended March 31, 1999, primarily due to
increased income from operations resulting from WebTrends' increased revenue,
partially offset by the utilization of research and development tax credits
associated with its investment in developing new products. Income taxes for the
three months ended March 31, 1998 reflect an estimated effective tax rate of
12.0%. Income taxes for the three months ended March 31, 1999 reflect an
estimated effective tax rate of 37.5%.
LIQUIDITY AND CAPITAL RESOURCES
WebTrends has financed its operations primarily with cash from
operations, loans and capital contributions from shareholders, and the
completion of its initial public offering in February 1999. As of March 31,
1999, we had working capital of approximately $35.4 million, compared to working
capital of $221,000 at December 31, 1998.
Net cash provided by operating activities was approximately $191,000 and
$430,000 for the three months ended March 31, 1998 and 1999, respectively. Net
cash provided by operating activities resulted primarily from profitable
operations, higher credit card sales volume, and increased accrued liabilities
and deferred revenues, partially offset by increased accounts receivable for the
periods indicated.
Net cash used by investing activities was approximately $64,000 and $6.5
million for the three months ended March 31, 1998 and 1999, respectively.
Investing activities for the periods were primarily short-term investments and
purchases of computer equipment and related software. At March 31, 1999,
WebTrends had no material commitments for capital expenditures.
Net cash provided by financing activities was approximately $0 and $35.6
million for the three months ended March 31, 1998 and 1999, respectively. Net
cash provided by financing activities resulted from the completion of WebTrends'
initial public offering and the exercise of employee stock options, partially
offset by the repayment of loans made to WebTrends by its shareholders.
As of March 31, 1999, WebTrends had approximately $36.8 million in cash,
cash equivalents, and short-term investments and a $750,000 bank line of credit
with a major financial institution. The line of credit expires on April 30, 1999
and we do not plan on renewing the line. Since our inception, we have
significantly increased our operating expenses. We anticipate that we will
continue to experience significant growth in our operating expenses for the
foreseeable future and that our operating expenses and capital expenditures will
constitute a material use of our cash resources. In addition, WebTrends may
utilize cash resources to fund acquisitions or investments in businesses,
technologies, or product lines that are complementary to its business. We
believe that the net proceeds to us from this offering, together with our
current cash and cash equivalents, and funds expected to be generated from
operations, will satisfy our anticipated working capital and other cash
requirements for at least the next 12 months.
10
<PAGE> 12
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
WebTrends was not involved in any material legal proceedings during the
quarter ended March 31, 1999.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(c) SALES OF UNREGISTERED SECURITIES DURING THE QUARTER
During the quarter ended March 31, 1999, WebTrends issued and sold
29,241 unregistered shares of its common stock to employees pursuant to the
exercise of stock options under its 1997 stock option plan. The options were
granted in consideration of these individuals' services to WebTrends, and in
issuing these securities WebTrends relied on an exemption from registration
pursuant to Rule 701 under Section 3(b) of the Securities Act.
(d) USE OF PROCEEDS
On February 18, 1999, WebTrends' registration statement on form S-1,
file number 333-69171, became effective. The offering date was February 19,
1999. The offering has terminated as a result of all of the shares offered being
sold. The managing underwriters were Dain Rauscher Wessels, a division of Dain
Rauscher Incorporated and SoundView Technology Group. The offering consisted of
4,025,000 shares of WebTrends common stock. 3,000,000 of which were sold by
WebTrends and 1,025,000 of which were sold by selling shareholders. The two
selling shareholders are officers, directors, and ten percent shareholders of
WebTrends. The aggregate price of the shares offered and sold was $52,325,000
which can be allocated as $39,000,000 for the account of WebTrends and
$13,215,000 for the accounts of the selling shareholders. Proceeds to WebTrends,
after accounting for $2,730,000 in underwriting discounts and commissions and
$1,113,579 in other expenses, were $35,156,421. WebTrends paid both its own
expenses and the expenses of the selling shareholders, not including
underwriting discounts and commissions applicable to the selling shareholders.
The Company generated interest income of approximately $171,000 for the three
months ended March 31, 1999. The proceeds and generated interest income remain
in temporary investments consisting of money market accounts available on a
daily basis and short-term commercial paper.
ITEM 5. OTHER INFORMATION
WebTrends filed a registration statement on form S-1 on April 27, 1999,
seeking to register 2,500,000 shares of common stock. WebTrends is selling
1,250,000 shares in the offering and selling shareholders are selling an
aggregate of 1,250,000 shares in the offering. In addition, WebTrends may sell
up to an additional 187,500 shares and the selling shareholders may sell an
aggregate of up to an additional 187,500 shares depending on whether the
underwriters exercise their overallotment option.
At the time of the WebTrends initial public offering, all outstanding
shares that were not part of the offering, and all shares issued or to be issued
pursuant to the exercise of employee stock options were
11
<PAGE> 13
subject to lock-up agreements with the underwriters. Effective April 28, 1999,
the underwriters have released the shares issued or to be issued pursuant to the
exercise of employee stock options from the restrictions in the lock-up
agreements.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
See Exhibit Index.
(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the quarter covered by this
Form 10-Q.
12
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WEBTRENDS CORPORATION
(Registrant)
Date: April 27, 1999 By /s/ James T. Richardson
------------------------------------------
James T. Richardson
Senior Vice President, Chief Financial
Officer, and Secretary
(principal financial and chief accounting
officer)
13
<PAGE> 15
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
3.1(1) Third Restated Articles of Incorporation
3.2(2) Second Restated Bylaws
4.1 See Article 4 of Exhibit 3.1 and Sections 2 and 6 of Exhibit 3.2
4.2(2) Form of Common Stock Certificate
27.1 Financial Data Schedule
</TABLE>
- ------------------
(1) Incorporated by reference to exhibit 3.1 to the Company's registration
statement on Form S-1, filed April 27, 1999.
(2) Incorporated by reference to the identically numbered exhibits to the
Company's registration statement on Form S-1 (file number 333-69171) declared
effective on February 18, 1999.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1999
<PERIOD-START> JAN-01-1998 JAN-01-1999
<PERIOD-END> MAR-31-1998 MAR-31-1999
<CASH> 933,980 30,568,239
<SECURITIES> 0 6,195,415
<RECEIVABLES> 593,347 2,130,411
<ALLOWANCES> (25,841) 80,000
<INVENTORY> 77,621 74,996
<CURRENT-ASSETS> 1,714,948 39,186,064
<PP&E> 516,911 1,284,575
<DEPRECIATION> 162,911 415,357
<TOTAL-ASSETS> 2,074,061 40,072,817
<CURRENT-LIABILITIES> 1,366,002 3,807,803
<BONDS> 0 0
0 0
0 0
<COMMON> 260,000 36,058,196
<OTHER-SE> 448,059 206,818
<TOTAL-LIABILITY-AND-EQUITY> 2,074,061 40,072,817
<SALES> 1,496,225 2,586,973
<TOTAL-REVENUES> 1,621,674 3,006,326
<CGS> 129,412 290,310
<TOTAL-COSTS> 129,412 290,310
<OTHER-EXPENSES> 1,468,086 2,600,136
<LOSS-PROVISION> 2,500 45,502
<INTEREST-EXPENSE> 3,202 1,866
<INCOME-PRETAX> 28,884 284,931
<INCOME-TAX> 3,465 106,850
<INCOME-CONTINUING> 25,419 178,081
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 25,419 178,081
<EPS-PRIMARY> 0 .02
<EPS-DILUTED> 0 .02
</TABLE>
