<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
TO
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended September 30, 1997 Commission File Number 0-21860
DATAWARE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 06-1232140
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
ONE CANAL PARK 02142
CAMBRIDGE, MA (Zip Code)
(Address of principal executive offices)
617-621-0820
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be file 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 X NO
--- ---
Number of shares outstanding of the issuer's classes of common stock as of
October 31, 1997:
Class Number of Shares Outstanding
- -------------------------------------- ----------------------------
Common Stock, par value $.01 per share 9,267,217
<PAGE>
Part I. FINANCIAL INFORMATION
This Form 10-Q/A is being filed for the sole purpose of correcting two
typographical errors in the Consolidated Statements of Cash Flows for the Nine
Months Ended September 30, 1997 and 1996. Net Cash provided by investing
activities for the Nine Months Ended September 30, 1997 and Effect of exchange
rate on cash for the Nine Months Ended September 30, 1997 have been amended from
(6,253) to 6,253 and (84) to 62 respectively.
Item 1. Consolidated Financial Statements
Dataware Technologies, Inc.
Consolidated Balance Sheets
(In thousands, except share data)
<TABLE>
<CAPTION>
September 30,
1997 December 31,
(unaudited) 1996
-------- --------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 12,579 $ 2,368
Accounts receivable, less allowance for doubtful
accounts of $817 and $934 at September 30, 1997
and December 31, 1996, respectively 5,714 9,271
Prepaid expenses and other current assets 3,389 1,968
-------- --------
Total current assets 21,682 13,607
Property and equipment, net 4,102 7,298
Computer software costs, net 2,232 2,239
Goodwill and non-current assets 512 2,232
-------- --------
Total assets $ 28,528 $ 25,376
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term borrowings $ -- $ 45
Accounts payable 3,599 3,232
Accrued expenses 2,587 1,377
Accrued litigation and non-recurring charges 656 982
Accrued compensation 1,013 2,046
Income taxes payable 1,144 1,140
Deferred revenue 2,072 2,136
-------- --------
Total current liabilities 11,071 10,958
Series B convertible preferred stock, $.01 par value: 3,000 shares
authorized and issued; no shares outstanding at -- --
September 30, 1997
Stockholders' equity:
Common stock, $.01 par value: 14,000,000 shares authorized;
9,227,326 and 6,640,597 shares issued and outstanding at
September 30, 1997 and December 31, 1996, respectively 93 66
Additional paid-in capital 45,909 38,473
Accumulated deficit (28,276) (23,756)
Cumulative translation adjustment (269) (365)
-------- --------
Total stockholders' equity 17,457 14,418
-------- --------
Total liabilities and stockholders' equity $ 28,528 $ 25,376
======== ========
</TABLE>
The accompanying notes are an integral part of the consolidated
financial statements
2
<PAGE>
Dataware Technologies, Inc.
Consolidated Statements of Operations
(In thousands except per share data)
(unaudited)
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues:
Software license fees $ 5,404 $ 4,905 $ 14,621 $ 11,408
Services 4,252 5,115 14,896 15,417
-------- -------- -------- --------
Total revenues 9,656 10,020 29,517 26,825
Cost of revenues:
Software license fees 714 896 2,053 2,576
Write down of intangible assets -- -- -- 1,926
Services 3,217 3,400 9,136 9,776
-------- -------- -------- --------
Total cost of revenues 3,931 4,296 11,189 14,278
-------- -------- -------- --------
Gross margin 5,725 5,724 18,328 12,547
Operating expenses:
Sales and marketing 4,743 4,752 13,664 12,752
Product development 1,726 2,181 5,362 5,953
General and administrative 2,087 1,736 4,825 5,172
Write down of goodwill
and other non-recurring charges -- -- -- 1,889
In-process research and development -- 668 -- 1,861
-------- -------- -------- --------
Total operating expenses 8,556 9,337 23,851 27,627
-------- -------- -------- --------
Loss from operations (2,831) (3,613) (5,523) (15,080)
Interest income 7 67 36 373
Interest expense (145) (3) (276) (13)
Settlement of litigation -- -- -- (4,073)
Gain on sale of portion of service business 2,197 -- 2,197 --
Other income (expenses), net (77) 2 (277) (29)
-------- -------- -------- --------
Loss before benefit from income taxes (849) (3,547) (3,843) (18,822)
Benefit from income taxes -- (864) -- (3,867)
-------- -------- -------- --------
Net loss (849) (2,683) (3,843) (14,955)
Dividends and accretion of preferred stock -- -- 677 --
-------- -------- -------- --------
Net loss to common stockholders $ (849) $ (2,683) $ (4,520) $(14,955)
======== ======== ======== ========
Net loss per common share $ (0.11) $ (0.41) $ (0.64) $ (2.35)
======== ======== ======== ========
Weighted average number
of common shares 7,565 6,466 7,108 6,358
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of the consolidated
financial statements
3
<PAGE>
Dataware Technologies, Inc.
Consolidated Statements of Cash Flows
(In thousands, unaudited)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
1997 1996
-------- --------
<S> <C> <C>
Cash flows used in operating activities:
Net loss $ (3,843) $(14,955)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 3,189 2,785
Provision for doubtful accounts 579 --
Loss on foreign currency transactions 277 51
Gain on sale of portion of service business (2,197) --
Deferred taxes -- (3,867)
Non-cash portion of write-down of intangible assets -- 3,180
Charge for in-process research and development -- 1,861
Stock options and warrants to consultants and bank 65 195
Changes in operating assets and liabilities, net of effects from
acquisitions and dispositions of businesses:
Accounts receivable (1,478) 1,691
Prepaid expenses and other current assets (310) (960)
Accounts payable (80) 677
Accrued expenses and compensation 230 528
Accrued litigation and non-recurring charges (326) 4,394
Income taxes payable 107 (53)
Deferred revenue 589 (435)
-------- --------
Net cash used in operating activities (3,198) (4,908)
-------- --------
Cash flows provided by investing activities:
Purchase of marketable securities -- (9,874)
Proceeds from sales and maturities of marketable securities -- 16,719
Additions to property and equipment (914) (3,507)
Proceeds from sale of portions of service business, including cash acquired 8,546
Acquisition of businesses, net of cash acquired -- (1,553)
Additions to capitalized software costs (1,379) (1,496)
-------- --------
Net cash provided by investing activities 6,253 289
-------- --------
Cash flows provided by financing activities:
Proceeds from issuance of common stock and exercise of stock options 3,946 382
Principal payments on notes, software license payable and capital leases -- (236)
Proceeds from issuance of preferred stock 3,000 --
Dividends and issuance costs related to preferred stock (255) --
Increase in short-term borrowings, net 403 --
-------- --------
Net cash provided by financing activities 7,094 146
-------- --------
Effect of exchange rate changes on cash 62 (57)
-------- --------
Net change in cash and cash equivalents 10,211 (4,530)
Cash and cash equivalents at beginning of period 2,368 7,734
-------- --------
Cash and cash equivalents at end of period $12,579 $ 3,204
======== ========
Supplemental disclosure of non-cash financing transactions:
Conversion of preferred stock into common stock $ 3,355 $ --
======== ========
Accretion of preferred stock $ 650 $ --
======== ========
Warrants issued in connection with issuance of preferred stock $ 83 $ --
======== ========
Investment in Northern Light LLC in exchange for assets $ 512 $ --
======== ========
Stock and stock warrants issued in connection with acquisitions $ -- $ 761
======== ========
Note payable assumed in connection with acquisition of business $ -- $ 101
======== ========
</TABLE>
The accompanying notes are an integral part of the consolidated
financial statements
4
<PAGE>
DATAWARE TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A. BASIS OF PRESENTATION
These consolidated financial statements should be read in conjunction with
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1996 and the financial statements and footnotes included therein. In the
opinion of management, the accompanying unaudited financial statements include
all adjustments, consisting of only normal recurring accruals, necessary to
present fairly the consolidated financial position, results of operations and
cash flows of Dataware Technologies, Inc. The year-end balance sheet was
derived from audited financial statements, but does not include all disclosures
required by generally accepted accounting principles. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to Securities and Exchange Commission rules and regulations.
Certain reclassifications have been made to the prior year's financial
statements to conform to the current presentation.
B. DISPOSAL OF PRODUCT DEVELOPMENT PROJECT
On April 7, 1997 the Company completed a funding arrangement involving its
subsidiary, Northern Light Technology Corporation, which had been developing the
next-generation Internet search and guide service for consumers. In the
transaction, Northern Light Technology Corporation dissolved, sold substantially
all of its assets to a newly formed limited liability company, and terminated
operations. The Company received, as a liquidating distribution from Northern
Light Technology Corporation, an equity interest in the buyer representing
approximately 34% of the buyer in the form of preferred units and a secured
note. The Company's equity interest has since been reduced as a result of the
buyer's obtaining additional equity financing. The Company has a 15% voting
interest in the buyer and is therefore accounting for its $512,000 investment in
the buyer using the cost method. Northern Light Technology Corporation
accounted for $1.5 and $1.0 million of the Company's operating expenses in the
nine months ended September 30, 1996 and 1997, respectively.
C. SALE AND EXCHANGE OF SERVICES BUSINESSES
On September 30, 1997, the Company sold a portion of its data services
business, consisting of the stock of five foreign subsidiaries and certain other
assets of the Company, to Information Handling Services ("IHS") and acquired
100% of the stock of Creative Multimedia Corporation ("CMC") from IHS. The
Company also entered into distribution, software license and service agreements
with IHS, and revenues for the third quarter of 1997 include $1.8 million
attributable to the distribution and licensing agreements. The third quarter
results include a $2.2 million gain on this transaction; however, the Company's
agreement with IHS provides for a final settlement of assets sold on February
27, 1998, at which time the Company will determine the ultimate gain on the
transaction.
The results of the continuing operations of CMC for the nine month periods
ended September 30, 1997, and September 30, 1996, are immaterial in the context
of the results of the Company. As a result, proforma financial information has
not been presented.
5
<PAGE>
D. CAPITAL STOCK
In the quarter ended September 30, 1997, the Company issued 1,085,000
shares of common stock to two investors in a private placement for gross
proceeds of $3,770,375. A financial investor purchased 865,000 of these shares
and the remaining 220,000 shares were issued to an affiliate of IHS in
connection with the sale and exchange of services businesses transaction
described in Note C above.
E. CONVERTIBLE PREFERRED STOCK
On April 14, 1997, the Company closed $3 million of new financing through
the private placement of Series B Convertible Preferred Stock. As of September
30, 1997, all shares of preferred stock had been converted into common stock.
F. LINE OF CREDIT
On June 23, 1997, the Company entered into a secured, one-year line of
credit agreement in the amount of $2,000,000 with a major U.S. bank. Interest
was payable at 1% over the prime rate of interest, or 9 1/2 % during the period
ended September 30, 1997. On September 10, 1997, the agreement was amended to
include an overadvance facility in the amount of $750,000. Interest during the
overadvance period was payable at 3% over the prime rate of interest, or 11
1/2%. As of September 30, 1997, the Company had paid down all amounts borrowed
against this line of credit and had terminated the line. In connection with the
line of credit, on June 23, 1997, the Company issued a seven-year warrant to
purchase shares of the Company's common stock at $3.42 per share. Based on the
amount of the Company's borrowings under the line of credit, this warrant is now
exercisable for 46,783 shares. An additional seven-year warrant, for the
purchase of 24,767 shares of common stock at $3.23 per share, was issued to the
bank on September 10, 1997, in connection with the overadvance facility.
G. NET LOSS PER SHARE
Net loss per share was computed on the basis of weighted average common
shares outstanding. In February 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 128, "Earnings per
Share", which is effective for fiscal years ending after December 15, 1997.
This Statement replaces the presentation of primary earnings per share ("EPS")
with a presentation of basic EPS, which excludes dilutive securities. It also
requires a reconciliation of the basic EPS to diluted EPS and dual presentation
on the face of the income statement.
The impact of the new standard on net loss per common share as reported
would be immaterial as the Company sustained losses in all periods reported.
6
<PAGE>
DATAWARE TECHNOLOGIES, INC.
SIGNATURE
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.
DATAWARE TECHNOLOGIES, INC.
(REGISTRANT)
Date: November 24, 1997 By: /s/ Michael Gonnerman
______________________________
Michael Gonnerman
Acting Chief Financial Officer
(Principal Financial and Principal
Accounting Officer)
7
