<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITY EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITY EXCHANGE
ACT OF 1934
Commission File Number: 0-19813
INFONOW CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 04-3083360
(State of incorporation) (I.R.S. Employer Identification No.)
1875 LAWRENCE STREET, SUITE 1100, DENVER, COLORADO, 80202
(Address of principal executive offices) (Zip Code)
TEL: 303-293-0212
(Registrant's telephone number, including area code)
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.
[X] Yes [ ] No
As of July 28, 1997, the Company had 5,364,421 common shares outstanding.
================================================================================
<PAGE>
INFONOW CORPORATION
INDEX
PAGE NO.
--------
PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
Balance Sheets - June 30, 1997 (Unaudited)
and December 31, 1996. . . . . . . . . . . . . . . . . . . . . . 3
Unaudited Statements of Operations - For the Three and Six
Months Ended June 30, 1997 and 1996. . . . . . . . . . . . . . . 4
Statement of Stockholders Equity - For the Six Months
Ended June 30, 1997. . . . . . . . . . . . . . . . . . . . . . . 5
Unaudited Statements of Cash Flows - For the Six Months
Ended June 30, 1997 and 1996. . . . . . . . . . . . . . . . . . 6
Notes to Unaudited Condensed Financial Statements. . . . . . . . . 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS. . . . . . . . . . . . . . . . . . . . 8
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . . . . . . . . . . .12
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
2
<PAGE>
INFONOW CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(US Dollars in Thousands)
<TABLE>
Assets June 30, 1997 December 31, 1996
------------- -----------------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalent $ 629 $ 2,050
Accounts receivable, net 259 161
Other current assets 75 99
-------- --------
Total current assets 963 2,310
Property and Equipment, net 839 693
Goodwill, net of accumulated amortization
of $142 and $108 at June 30, 1997
and December 31, 1996, respectively. 879 913
Software development costs, net of accumulated
amortization of $254 and $141 at
June 30, 1997 and December 31, 1996
respectively 276 363
Other assets and deferred charges 9 11
-------- --------
Total assets $ 2,966 $ 4,290
-------- --------
-------- --------
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 461 $ 412
Notes payable-current portion 228 206
Related party payables - 100
Deferred compensation 35 75
Unearned revenue 204 229
Capital lease obligation-current 4 4
-------- --------
Total current liabilities 932 1,026
CAPITAL LEASE OBLIGATION 8 10
NOTES PAYABLE 63 82
STOCKHOLDER'S EQUITY
Common stock, $.001 par value; 15,000,000 shares
authorized, 5,364,421 and 5,515,164 shares issued
and outstanding at June 30, 1997 and
December 31, 1996 respectively 5 6
Additional paid-in capital 21,908 22,316
Accumulated deficit (19,950) (19,150)
-------- --------
Total stockholder's equity 1,963 3,172
-------- --------
Total liabilities and stockholder's equity $ 2,966 $ 4,290
-------- --------
-------- --------
</TABLE>
The accompanying notes are an integral part of these financial statements
3
<PAGE>
INFONOW CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(In thousands, except per share amounts)
<TABLE>
For the Three Months Ended June 30 For the Six Months Ended June 30
---------------------------------- --------------------------------
1997 1996 1997 1996
---- ---- ---- ---
<S> <C> <C> <C> <C>
SALES $ 514 $ 479 $ 962 $ 1,222
OPERATING EXPENSES:
Cost of sales 572 369 1,011 535
Selling, general and administrative 607 668 1,127 1,428
Impairment of long lived assets 2 - (363) -
---------- ---------- ---------- ----------
Total operating expenses 1,181 1,037 1,775 1,963
---------- ---------- ---------- ----------
Net loss from operations (667) (558) (813) (741)
OTHER INCOME (EXPENSE):
Interest income (expense), net 7 (7) 13 (11)
---------- ---------- ---------- ----------
NET LOSS $ (660) $ (565) $ (800) $ (752)
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Net loss per common share $ (.12) $ (.17) $ (.15) $ (.23)
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 5,364,421 3,345,603 5,472,209 3,241,718
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>
The accompanying notes are an integral part of these financial statements
4
<PAGE>
INFONOW CORPORATION AND SUBSIDIARY
STATEMENT OF STOCKHOLDERS' EQUITY
For the six months ended June 30, 1997
(US Dollars in Thousands)
<TABLE>
Common Stock
------------------ Additional Accumulated
Shares Amount Paid-in Capital Deficit
------ ------ --------------- -------
<S> <C> <C> <C> <C>
BALANCES, December 31, 1996 5,515,164 6 $ 22,316 $ (19,150)
Issuance of common stock in conjunction
with the exercise of employee stock options 2,819 - 4 -
Retirement of common stock (153,562) (1) (364) -
Offering costs and expenses for
December 6, 1996 private placement - - (48) -
Net loss - - - (800)
--------- ------ --------- ----------
BALANCES, June 30, 1997 5,364,421 $ 5 $ 21,908 $ (19,150)
--------- ------ --------- ----------
--------- ------ --------- ----------
</TABLE>
The accompanying notes are an integral part of these financial statements
5
<PAGE>
INFONOW CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
(US Dollars in Thousands)
<TABLE>
FOR THE SIX MONTHS ENDED JUNE 30,
---------------------------------
1997 1996
---- ----
<S> <C> <C>
CASH FLOWS USED IN OPERATING ACTIVITIES:
Net loss $ (800) $ (751)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 281 236
Long-lived asset impairment (363) -
Allowance for bad debts - 44
Changes in operating assets and liabilities:
Increase in accounts receivable (98) 135
(Increase) decrease other assets and deferred charges 2 -
Increase (decrease) in other current assets 5 (21)
Decrease in payables and accrued liabilities 9 237
Decrease in unearned revenue (25) (81)
-------- --------
Net cash flows used in operating activities (989) (201)
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:
Purchase of property and equipment (129) (52)
Increase in software development costs - (423)
Purchase of data (100) -
-------- --------
Net cash flow used in investing activities (229) (475)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock (47) -
Proceeds from the exercise of options and warrants 4 208
Payment of capital lease obligations (2) (2)
Payment of related party obligation (100) -
Proceeds from notes payable - 554
Principal payment on debt obligations (58) (133)
-------- --------
Net cash flows from financing activities (203) 627
Net increase (decrease) in cash and cash equivalents (1,421) (49)
CASH AND CASH EQUIVALENTS, beginning of period 2,050 232
-------- --------
CASH AND CASH EQUIVALENTS, end of period $ 629 $ 183
-------- --------
-------- --------
Supplemental Information:
Cash paid during period for interest $ 17 $ 14
</TABLE>
The accompanying notes are an integral part of these financial statements
6
<PAGE>
INFONOW CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements are unaudited and reflect all adjustments
(consisting only of normal recurring adjustments) which are, in the opinion
of management, necessary for a fair presentation of the financial position
and operating results for the interim periods. The financial statements as of
December 31, 1996, have been derived from audited financial statements which
contained an explanatory paragraph in the auditors report describing
uncertainties concerning the Company's ability to continue as a going
concern. These financial statements should be read in conjunction with the
financial statements and accompanying notes contained in the Company's Form
10-K for the fiscal year ended December 31, 1996. The results of operations
for the three months ended June 30, 1997 are not necessarily indicative of
the results that will be achieved for the entire fiscal year ending
December 31, 1997.
NOTE 2. SUPPLEMENTAL CASH FLOW DISCLOSURES
During the six months ended June 30, 1997, the company completed a non-cash
transaction in which the Company financed its Directors and Officers
insurance premium with a note from AFCO Credit Corporation ("AFCO") for
approximately $61,000.
During the six months ended June 30, 1996, the Company completed a non-cash
transaction with Environmental Research Institute, Inc. ("ESRI"), in which
the Company received computer equipment and software licenses from ESRI in
exchange for a short term note in the amount of $350,000 and an option to
purchase 115,000 of the Company's common shares.
NOTE 3. RELATED PARTY TRANSACTION
On March 29, 1997, the Company and Kevin Andrew, an officer of the Company,
agreed to extend the maturity of the convertible note held by Mr. Andrew. The
maturity of the note was extended to June 30, 1997 and the note was
subsequently paid on June 30, 1997.
NOTE 4. EQUITY TRANSACTIONS
The Company retired 153,562 of its common shares in exchange for its
agreement to modify the terms and conditions of the termination agreement
with Michael Yates, a former officer of the Company's Navigist subsidiary.
The shares were valued at $2.375, based on the market value of the shares on
March 18, 1997, the date of the agreement. The Company recorded a reduction
on the impairment of long-lived assets of $365,000 related to this
transaction.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OVERVIEW OF THE SECOND QUARTER
The Company's Internet Products Group provides dealer and location
referral teleservices. InfoNow introduced its first location referral
teleservices product, FindNow-SM-, in July 1996. To access FindNow-SM-, a user
enters the street address of his or her current location on a FindNow-SM-
client's Web site and the FindNow-SM- servers operated by InfoNow produce a map
showing the user's location and the nearest Client sales and service
locations, as well as other customized information. FindNow-SM- technology is
currently being used by several major corporations in the U.S. and Canada,
including Visa International, Compaq Computers, NationsBank, Apple Computers,
American Airlines, Canadian Airlines, Royal Bank of Canada and United
Healthcare. These applications can be viewed by anyone with access to the
Internet by browsing the Web sites of any of InfoNow's Clients noted above or
by linking to these customer site through InfoNow's home page on the World
Wide Web at www.infonow.com.
The Company's Internet Product Group sells FindNow-SM- as a package of
services, under contracts which generally last from one to three years. The
client generally pays an initial setup fee for the complete installation, and
a monthly service fee for maintenance of the service. The Company currently
has 25 contracts in its sales backlog, resulting in $1.2 Million in sales
backlog, which is an increase of 70% since the beginning of the fiscal year.
Although the Company has experienced a significant increase in its backlog
from sales of its FindNow-SM- service, the Company has also experienced
significantly greater operating expenses during the same period. These
increases in operating expenses are directly related to the expansion of
technical and sales capabilities through the addition of personnel in the
first quarter of 1997, and the establishment of the data center
infrastructure necessary to deliver its FindNow-SM- service for a significant
number of additional customers. These increases have not been offset by
additional revenues from new contracts, however, most of the Company's
infrastructure costs, such as servers, technical personnel,
telecommunications and certain of its data costs are largely fixed and are
not expected to vary significantly with an increase in client contracts. The
management of the Company believes that the majority of the infrastructure is
in place to support a sufficient number of clients for the Company to achieve
profitability. However, the success of the Company's Internet Products Group
is heavily dependent on market acceptance and future sales of its FindNow-SM-
service to additional customers to offset operating costs. Although
significant selling efforts are underway to add new customer contracts, the
limited operating history of the Company's Internet Products Group makes it
difficult or impossible to predict the timing of these future sales.
The Company also provides business presentation and Web site development
services through its subsidiary, Cimarron International, Inc. ("Cimarron").
Overall, the Cimarron operations generate a small operating profit, and
revenues have remained at or above the revenue levels in the prior year.
Cimarron has shown a shift in the mix of those revenues away from the slide
presentation and towards its electronic presentation services. The
contribution from this business has remained at substantially the same levels
as prior periods.
RESULTS OF OPERATIONS
The results for the three and six months ended June 30, 1996, reflect
the operations of the Company's Internet Products Group and its subsidiaries
Cimarron and Navigist. The Company sold its Navigist operations on December
13, 1996. The statements of operations for the three and six months ended
June 30, 1997 do not include the operations of Navigist and are not
comparable to the consolidated operating results for the three and six months
ended June 30, 1996. The following proforma table was prepared showing the
effect of excluding the results of Navigist operations for the three and six
months ended June 30, 1996, and will be used in the analysis of the
operations discussion that follows.
8
<PAGE>
(dollars in thousands)
For the Three Months For the Six Months
Ended June 30, Ended June 30,
-------------------- ------------------
Pro Forma Pro Forma
1997 1996 1997 1996
---- ---- ---- ----
Revenues $ 514 $ 372 $ 962 $ 755
Cost of Sales 572 136 1,011 231
Administrative and Selling 607 471 1,127 876
Impairment of Asset 2 - (363) -
Other 7 (7) 13 (11)
------- ------- ------- -------
Net Loss $ (660) $ (242) $ (800) $ (363)
------- ------- ------- -------
------- ------- ------- -------
THREE MONTHS ENDED JUNE 30, 1997 COMPARED TO PROFORMA RESULTS FOR THE THREE
MONTHS ENDED JUNE 30, 1996
Net Revenues. Total sales increased by 38% for the three months ended
June 30, 1997, when compared to the proforma revenues in the prior year. This
was due to an 87%, or $75,000 increase of revenues from the company's
Internet Products Group and a 26%, or $73,000 increase in revenues from
Cimarron's operations. During the three months ended June 30, 1996, the
Internet Products Group was in the development stage and had not yet begun
providing its FindNow-SM- service. Internet Products revenues represented fees
recognized related to development of a prototype FindNow system built for a
customer prior to implementation of commercial FindNow service in July 1996.
Internet Products revenues for the three months ended June 30, 1997, consist
primarily of setup and monthly fees from ongoing contracts with customers for
its FindNow service.
Cost of Sales. The cost of sales increased from 37% of sales for the
three months ended June 30, 1997 to 111% of sales for the three months ended
June 30, 1997. The total cost of sales also rose by 320% or $436,000. This
increase is the result of increased costs in the Internet Products Group
which consist primarily of technical personnel payroll, contract labor, data
acquisition costs, depreciation and amortization of server equipment and
capitalized software development, telecommunications and other costs related
to operating the Company's data center.
Selling, General and Administrative. Although selling, general and
administrative expenses decreased from 127% of sales to 118% of sales, the
total amount of selling, general and administrative expenses increased by
$174,000, or 38%. This overall increase is primarily the result of additional
selling and marketing expenses. The additional selling and marketing costs
consisted primarily of trade show expenses, advertising costs and the
addition of sales personnel. During the three months ended June 30, 1996, the
Company employed one sales person and did not incur any significant selling
and marketing expenses.
Net Interest Income (Expense). Net interest income was $7,000 for the
three months ended June 30, 1997 compared to net interest expense of June 30,
1996. The increase in interest income is primarily due to interest income on
cash and equivalents which rose from $205,000 in the second quarter of 1996
to $629,000 in 1997 as a result of the completion of a private placement
financing in December 1996. The Company expects that future interest income
will decline in the next quarter as the Company uses cash in its operations
resulting in a smaller base upon which to earn interest income while interest
expense remains consistent with historical levels.
SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO PROFORMA RESULTS FOR THE SIX
MONTHS ENDED JUNE 30, 1996
Net Revenues. Total sales increased by 28% for the six months ended June
30, 1997, when compared to the proforma revenues in the prior year. The
primary reason for this increase was Internet Products Group revenues, which
rose 212%, or $205,000. This increase of Internet Products revenues is a
result of revenues from contracts for its FindNow-SM- service. The Internet
Products Group did not implement its FindNow system until July 1996, and the
only revenues recognized prior to that related to development fees on the
prototype FindNow system built for a customer prior to implementation of the
commercial version of FindNow in July
9
<PAGE>
1996. Internet Products revenues for the six months ended June 30, 1997
consist primarily of setup and monthly fees from ongoing contracts for its
FindNow-SM- service.
Cost of Sales. The cost of sales increased from 31% of sales for the six
months ended June 30, 1997 to 105% of sales for the six months ended June 30,
1997. The total cost of sales also rose by 337% or $780,000. This increase is
the result of increased costs in the Internet Products Group which consist
primarily of technical personnel payroll, contract labor, data acquisition
costs, depreciation and amortization of server equipment and capitalized
software development, telecommunications and other costs related to operating
the Company's data center.
Selling, General and Administrative. Selling, general and administrative
expenses increased from 76% of sales to 117% of sales. In addition, the total
amount of selling, general and administrative expenses increased by $551,000
or 96%, primarily as a result of increased sales salaries and related costs
as a result of the hiring of additional sales staff. These expenses are
expected to decline as a percent of sales as additional client contracts and
related revenues are added in future quarters.
The reported net loss of the Company for the six months ending June 30,
1997 increased by approximately $437,000, or 221% compared to the proforma
results in the prior year. The results of the six month period include a
non-cash gain of $363,000 related to the retirement of common shares
originally issued in conjunction with the acquisition of Navigist, Inc.
Without this gain, the net loss of the Company increased by $800,000, or 321%
compared to the proforma results for the six months ended June 30, 1997. This
large increase in operating loss is due primarily to additional cost of sales
in the Company's Internet Products Group without a proportionate increase in
revenues.
LIQUIDITY AND CAPITAL RESOURCES; POSSIBLE NEED FOR ADDITIONAL FINANCING
The Company had cash and equivalents of $629,000 at June 30, 1997,
compared to $2,050,000 at December 31, 1996. Of this $1,421,000 decrease in
cash, $989,000 was utilized in the operations of the Company, $229,000 was
utilized in purchase of data and computer equipment, $100,000 was used to
retire debt to a related party and $103,000 was used to service third party
debt and pay financing acquisition costs.
The Company continues to make progress in commercializing its FindNow-SM-
service, with 25 clients currently in backlog. However, the Company expects
continued operating losses throughout the remainder of the fiscal year. In
the third quarter, the Company has maturing debt obligations totaling
approximately $203,000. However, $150,000 of this obligation represent
amounts due to a vendor who developed a portion of the FindNow-SM- software.
The amount owed is currently in dispute as the delivered system does not meet
the contracted specifications and The Company believes that the vendor is in
violation of several provisions of the original agreement. For the remainder
of 1997, the projected capital requirements are approximately $122,000. These
requirements are primarily for the purchase of additional geographic and
other data and the purchase of additional technologies that will be
integrated into FindNow-SM- to increase the capabilities of its product
offerings.
The Company currently projects that available cash balances, together
with projected cash flow from operations, will be sufficient to fund the
Company's operations into the fourth quarter of 1997. These projections
assume that the Company can significantly reduce cash used in its operations
in the third and fourth quarters of 1997 through additional revenues from new
FindNow-SM- contracts, and that overall operating costs of the Company will not
change significantly as new client contracts are added. However, the timing
or amount of new sales can not be accurately determined due to the limited
operating history of the Company's Internet Products Group. Accordingly, an
explanatory paragraph in the auditors report describing uncertainties
concerning the Company's ability to continue as a going concern was included
in the Company's audited financial statements dated December 31, 1996.
The Company is currently developing enhancements to its FindNow-SM-
technology that it believes will broaden market acceptance of its offerings
and enhance its ability to sell its FindNow-SM- technology to customer service
and call center markets. However, in the event that the market acceptance of
the Company's products and services is not as robust as anticipated,
competition is greater than anticipated,
10
<PAGE>
development of new products is costlier or slower than expected, enhancements
to existing products are costlier or slower than expected, or the Company's
projections otherwise prove to be inaccurate, the Company may need to seek
additional financing in order to continue operations as planned. In the event
that such financing is needed, failure to obtain such financing would have a
material adverse effect on the Company's business, including a possible
reduction or cessation of operations.
The Company is currently evaluating several options to raise additional
capital and considering changes in its operations in the event that
additional external financing can not be obtained. Options being considered
include a small private placement, the sale-leaseback of certain owned
equipment, sale of certain assets of the Company and reduction of operating
costs of the Company. The Company believes that its success in selling new
FindNow-SM- contracts will determine its ability to raise additional equity
capital from external sources. As the Company is not able to accurately
predict the timing of new sales, it has not yet determined what action or
combination of actions it may take to assure continuation of operations.
FORWARD LOOKING STATEMENTS AND RELATED BUSINESS RISKS AND ASSUMPTIONS
The Company's actual results may vary materially from the forward
looking statements made above. The Company intends that such statements be
subject to the safe harbor provision of the Securities Act of 1933 and the
Securities exchange act of 1934. The Company's forward-looking statements
include the plans and objectives of management for future operations and
relate to: (i) the ability of the Company to generate future sales of the
Company's FindNow-SM- service, (ii) market acceptance of the FindNow-SM-
service, (iii) success of the Company in forecasting and meeting the demands
of the customers of the FindNow-SM- service, including maintaining technical
performance of the system as new FindNow-SM- customers are added, (iv)
ability to obtain financing to purchase equipment needed to provide service
to additional FindNow-SM- customers, (v) ability to maintain pricing and
thereby maintain adequate profit margins on its products and services, (vi)
ability to retain qualified technical personnel (vii) ability of the company
to maintain current pricing and sales volume in its operations of Cimarron
(viii) ability to control development costs of FindNow-SM- service within
current budgeted levels, (ix) and the ability of the Company to raise
additional capital if needed to fund current operations.
The foregoing assumptions are based on judgments with respect to, among
other things, future economic, competitive and market conditions, and future
business decisions, all of which are difficult or impossible to predict
accurately and many of which are beyond the Company's ability to control.
There are also other risks which could cause the Company's revenues or costs
to vary markedly from the forward-looking statements made above, such as the
risk that the market demand for the FindNow-SM- may not develop as expected or
if it does develop, that the Company will not be able to generate sufficient
sales to fund its operations. Accordingly, although the Company believes that
the assumptions underlying the forward-looking statements are reasonable, any
such assumption could prove to be inaccurate and therefore there can be no
assurance that the results contemplated in forward-looking statements will be
realized. Any statements should not be regarded as presentation by the
Company or any other person that the Company's objectives or plans will be
achieved.
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits are listed on the Exhibit Index. The Company will furnish a
copy of any of the exhibits listed upon payment of $5.00 per exhibit to cover
the administrative costs to the Company of furnishing such exhibit.
(b) Reports on Form 8-K
None
12
<PAGE>
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.
Dated: July 31, 1997
INFONOW CORPORATION
(Registrant)
/s/ Michael W. Johnson
------------------------------------------------
Michael W. Johnson
President and Chief Executive Officer
(Principal Executive Officer)
/s/ Kevin D. Andrew
------------------------------------------------
Kevin D. Andrew
Chief Financial Officer, Treasurer and Secretary
(Principal Financial and Accounting Officer)
13
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------- ----------------------
3.1 Certificate of Incorporation of the Company, as Amended (A)
3.3 Bylaws of the Company, as Amended. (B)
4.1 Form of Common Stock Certificate for the Registrant's Common Stock,
$.001 par value per share. (B)
4.4 Form of Class C Warrant. (C)
10.3 Conversion Agreement by and between the Registrant and Gilman
Securities Corporation dated as of August 19, 1993. (D)
10.14 InfoNow Corporation 1990 Stock Option Plan, as amended. (A)
10.25 Agreement and Plan of Merger by and among InfoNow Corporation,
Infonewco, Inc., Cimarron International, Inc., and Cimarron
Shareholders dated May 22, 1995. (E)
10.26 Agreement and Plan of Merger by and among InfoNow Corporation,
Infomergerco, Inc., Navigist, Inc., and Navigist Shareholders dated
August 23, 1995. (E)
10.27 Opus Agreements to Provide Financial Advisory Services dated May 23,
1995 July 17, 1995, August 2 1995, and October 10, 1995. (E)
10.28 Employment Agreement between the Company and Michael W. Johnson dated
October 10, 1995. (E)
10.29 Employment Agreement between the Company and W. Brad Browning dated
January 9, 1996. (E)
10.30 Employment Agreement between the Company and Kevin Andrew dated March
1, 1996. (E)
10.32 Agreement between the Company and Environmental Systems Research
Institute, Inc., ("ESRI") dated March 6, 1996. (E)
10.33 Stock Purchase and Sale Agreement by and Among VDC Paradigms, Inc.,
Craig Michaelis, David Werzberger and InfoNow Corporation dated
December 13, 1996. (A)
10.34 Employment Agreement between the Company and Donald E. Cohen dated May
22, 1995 as amended.(A)
27.1* Financial Data Schedule*
(A) Incorporated by reference from the Company's Annual Report on Form 10-K
for the year ended December 31,1996
(B) Incorporated by reference from Registration Statement No 33-43035 on Form
S-1 dated February 14, 1992
(C) Incorporated by reference from Post-Effective Amendment No. 2 to
Registration Statement No.33-43035 on Form S-1 dated July 13, 1993
(D) Incorporated by reference from Post Effective Amendment No. 3 to
Registration Statement No. 33-43035 on Form S-1 dated September 30, 1996.
(E) Incorporated by reference from the Company's Annual Report on Form
10-K for year ended December 31, 1995.
(F) Incorporated by reference from the Company's Current Report on Form
8-K dated January 27, 1997
* Filed with this report
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from InfoNow's
Quarterly report to stockholders for the quarter ended June 30, 1997, and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-1-1997
<PERIOD-END> JUN-30-1997
<CASH> 629
<SECURITIES> 0
<RECEIVABLES> 259
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 963
<PP&E> 1,280
<DEPRECIATION> 441
<TOTAL-ASSETS> 2,966
<CURRENT-LIABILITIES> 932
<BONDS> 0
0
0
<COMMON> 5
<OTHER-SE> 1,958
<TOTAL-LIABILITY-AND-EQUITY> 2,966
<SALES> 962
<TOTAL-REVENUES> 962
<CGS> 1,011
<TOTAL-COSTS> 1,775
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (17)
<INCOME-PRETAX> (800)
<INCOME-TAX> 0
<INCOME-CONTINUING> (800)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (800)
<EPS-PRIMARY> (.15)
<EPS-DILUTED> (.15)
</TABLE>
