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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 MARCH 31, 1997
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITY
EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 0-19813
INFONOW CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 04-3083360
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(State of incorporation) (I.R.S. Employer Identification No.)
1875 LAWRENCE STREET, SUITE 1100, DENVER, COLORADO, 80202
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 303-293-0212
Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 May 5, 1997, the Company had 5,364,421 shares of common stock outstanding.
Transitional Small Business Disclosure Format: [ ] Yes [X] No
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INFONOW CORPORATION
INDEX
PART I. FINANCIAL INFORMATION PAGE NO.
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Item 1. Financial Statements
Balance Sheets - March 31, 1997
and December 31, 1996 . . . . . . . . . . . . . . . . . . . . . . 3
Unaudited Statements of Operations - For the Three Months
Ended March 31, 1997 and March 31, 1996 . . . . . . . . . . . . . 4
Statement of Stockholders Equity (Deficit) - For the Three Months
Ended March 31, 1997. . . . . . . . . . . . . . . . . . . . . . . 5
Statements of Cash Flows - For the Three Months
Ended March 31, 1997 and March 31, 1996 . . . . . . . . . . . . . 6
Notes to Condensed Financial Statements. . . . . . . . . . . . . . 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations . . . . . . . . . . . . . . . . . . . . 8
PART II. OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . 11
--------------------
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2
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INFONOW CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(US Dollars in Thousands)
<TABLE>
Assets March 31, 1997 December 31, 1996
-------------- -----------------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 1,281 $ 2,050
Accounts receivable, net 193 161
Other current assets 119 99
--------- ---------
Total current assets 1,593 2,310
Property and Equipment, net 789 693
Goodwill, net of accumulated amortization
of $125 and $108 at March 31, 1997
and December 31, 1996, respectively. 896 913
Software development costs, net of accumulated
amortization of $192 and $141 at March 31, 1997
and December 31, 1996 respectively 311 363
Other assets and deferred charges 9 11
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Total assets $ 3,598 $ 4,290
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--------- ---------
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 414 $ 412
Notes payable-current portion 190 206
Related party payables 100 100
Deferred compensation 54 75
Unearned revenue 108 229
Capital lease obligation-current 4 4
--------- ---------
Total current liabilities 870 1,026
CAPITAL LEASE OBLIGATION 72 10
NOTES PAYABLE 9 82
STOCKHOLDER'S EQUITY
Common stock, $.001 par value; 15,000,000 shares
authorized, 5,362,310 and 5,515,164 shares issued
and outstanding at March 31, 1997 and
December 31, 1996 respectively 5 6
Additional paid-in capital 21,932 22,316
Accumulated deficit (19,290) (19,150)
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Total stockholder's equity 2,647 3,172
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Total liabilities and stockholder's equity $ 3,598 $ 4,290
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</TABLE>
The accompanying notes are an integral part of these financial statements
3
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INFONOW CORPORATION AND SUBSIDARY
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(In thousands, except per share amounts)
For the Three Months Ended March 31,
------------------------------------
1997 1996
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SALES $ 443 $ 744
OPERATING EXPENSES:
Cost of sales 514 184
Selling, general and administrative 440 742
Impairment of long lived assets (365) -
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Total operating expenses 589 926
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Net loss from operations (146) (182)
OTHER INCOME (EXPENSE):
Interest income (expense), Net 6 (4)
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NET LOSS $ (140) $ (186)
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--------- ---------
Net loss per common share $ (.03) $ (.06)
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 5,510 3,139
--------- ---------
--------- ---------
The accompanying notes are an integral part of these financial statements
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INFONOW CORPORATION AND SUBSIDARY
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED)
For the three months ended March 31, 1997
(US Dollars in Thousands)
<TABLE>
Additional
Common Stock Paid-in Accumulated
Shares Amount 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 708 - 1 -
Retirement of common stock (153,562) (1) (364) -
Offering costs and expenses for
December 6, 1996 private placement - - (21) -
Net loss - - - (140)
--------- --- ------- --------
BALANCES, March 31, 1997 5,362,310 $ 5 $21,932 $(19,290)
--------- --- ------- --------
--------- --- ------- --------
</TABLE>
The accompanying notes are an integral part of these financial statements
5
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INFONOW CORPORATION AND SUBSIDARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(US Dollars in Thousands)
<TABLE>
FOR THE THREE MONTHS ENDED MARCH 31,
------------------------------------
1997 1996
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<S> <C> <C>
CASH FLOWS USED IN OPERATING ACTIVITIES:
Net loss $ (140) $ (186)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 121 107
Long-lived asset impairment (365) -
Changes in operating assets and liabilities:
Increase in accounts receivable (32) (41)
(Increase) decrease other assets and deferred charges 3 (26)
Increase (decrease) in other current assets (21) 26
Decrease in payables and accrued liabilities (20) (97)
Increase in payables to officers, directors
and related parties - 150
Decrease in unearned revenue (120) (47)
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Net cash flows used in operating activities (574) (114)
CASH FLOWS FROM(USED IN)INVESTING ACTIVITIES:
Purchase of property and equipment (49) (17)
Purchase of data (100) -
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Net cash flow used in investing activities (149) (17)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock (21) -
Proceeds from the exercise of options and warrants 1 20
Payment of capital lease obligations (1) (1)
Proceeds from notes payable - 150
Principal payment on debt obligations (25) (65)
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Net cash flows from financing activities (46) 104
Net increase (decrease) in cash and cash equivalents (769) (27)
CASH AND CASH EQUIVALENTS, beginning of period 2,050 232
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CASH AND CASH EQUIVALENTS, end of period $ 1,281 $ 205
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Supplemental Information:
Cash paid during period for interest $ 8 $ 5
</TABLE>
The accompanying notes are an integral part of these financial statements
6
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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. The 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 March 31, 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 three months ended March 31, 1997, there were no non-cash
transactions.
During the three months ended March 31, 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. All other terms and
conditions of the note remain unchanged including the right to convert the
principal balance of the note into common shares of the Company at $3.00 per
share.
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.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
GENERAL INFORMATION AND OVERVIEW OF THE FIRST QUARTER
The Company develops and markets products and services that are designed to
deliver teleservices via the Internet. InfoNow introduced its first teleservices
product called FindNow-SM- in July 1996. FindNow-SM-, is a mapping and locator
referral system which can be accessed through the Internet. 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. The FindNow-SM- technology is currently being used by
several major corporations including Visa International, Compaq Computers,
NationsBank, Apple Computers, American Airlines 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 viewing the
"Customers" section of InfoNow's home page at www.infonow.com.
During the first quarter of 1997, the Company's Internet Products Group
added five FindNow-SM- customers to backlog and expanded geographic coverage of
its FindNow-SM- service through an exclusive agreement for the use of Canadian
data with Compusearch Micromarketing Data & Systems. The Internet Products Group
also continued to expand the Company's technical and sales capabilities through
the addition of personnel in the first quarter of 1997. The Company hired
additional personnel to establish the infrastructure necessary to enable the
Company to deliver its FindNow-SM- service to a significant number of additional
customers, and such hires have resulted in a signifcant increase in operating
expenses.
The Company also provides business presentation and Web site development
services through its subsidiary, Cimarron International, Inc. ("Cimarron"). In
the three months ended March 31, 1997, Cimarron revenues showed a decline in
slide presentations business which is expected to continue as more clients shift
to electronic presentation format. However, Cimarron's recent sales in
interactive media have been improving and are expected to largely offset
declines in slide presentations.
RESULTS OF OPERATIONS
The results for the three months ended March 31, 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 statement of operations for the three months ended March 31, 1997, do
not include the operations of Navigist and are not comparable to the
consolidated operating results for the three months ended March 31, 1996. The
following proforma table shows the effect of excluding the results of Navigist
operations for the three months ended March 31, 1996, and will be used in the
following comparison discussion:
(dollars in thousands)
THREE MONTHS ENDED MARCH 31,
----------------------------
(proforma)
1997 1996
----- -----
Revenues $ 443 $ 383
Cost of Sales 514 96
Administrative & Selling 440 405
Impairment of Asset (365) -
Other 6 (3)
----- -----
Net Loss $(140) $(121)
----- -----
----- -----
8
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THREE MONTHS ENDED MARCH 31, 1997 COMPARED TO PROFORMA RESULTS FOR THE THREE
MONTHS ENDED MARCH 31, 1996
Total sales increased by 16% for the three months ended March 31, 1997,
when compared the proforma revenues in the prior year. This was due to an
increase of $130,000, or 135% in revenues from the Company's Internet Products
Group. This increase was offset by a 25% decline in revenues from Cimarron's
operations. Revenues in the three months ended March 31, 1996, in Internet
Products related to revenues recognized on a percentage of completion basis for
a prototype FindNow-SM- system built for a customer prior to implementation of
FindNow-SM- in July 1996. Internet Products revenues for the three months ended
March 31, 1997, consist primarily of setup and monthly fees from ongoing
contracts for the FindNow-SM- service.
The reported net loss of the Company for the three months ending March 31,
1997, increased by approximately 16% compared to the proforma results in the
prior year. The results for the current quarter include a non-cash gain of
$365,000. This gain relates to the retirement of common shares originally issued
in conjunction with the acquisition of Navigist, Inc. These shares were retired
in conjunction with an agreement reached with Michael Yates, the former
President of Navigist in the first quarter. Without this gain, the net loss of
the Company increased by $384,000, or 317% compared to the proforma results for
the three months ended March 31, 1997. This large increase in operating loss is
due primarily to additional cost of sales in the Company's Internet Product
Group which consist primarily of technical personnel payroll, depreciation and
amortization of server equipment and capitalized software development,
telecommunications and other costs related to operating the Company's data
center. While these costs currently exceed total current revenues, the Company
believes that the infrastructure currently built into its data center can
accommodate 50 to 100 additional FindNow-SM- client contracts with relatively
minor incremental costs to implement and maintain those new contracts. If this
assumption proves to be correct, operating losses are expected to be reduced
significantly as more client revenues are added to the current infrastructure.
Selling, general and administrative expenses of the Company for the three
months ended March 31, 1997, increased by $35,000 compared to the proforma
results in the prior year, primarily as a result of additional selling and
marketing expenses related to trade shows. However, these expenses decreased as
a percent of sales from 105% for the proforma three month period ending March
31, 1996, to 99% for the three month period ending March 31, 1997. These
expenses are expected to decline as a percent of sales as additional FindNow-SM-
client contracts and related revenues are added in future quarters.
LIQUIDITY AND CAPITAL RESOURCES; POSSIBLE NEED FOR ADDITIONAL FINANCING
The Company had cash and equivalents of $1,281,000 at March 31, 1997,
compared to $2,050,000 at December 31, 1996. Of this $769,000 decrease in cash,
$574,000 was utilized in the operations of the Company, $149,000 was utilized in
purchase of data and computer equipment, and approximately $46,000 was used to
service debt and pay financing acquisition costs.
The Company continues to make progress in commercializing its FindNow-SM-
service with 16 clients currently in backlog. However, the Company expects
continued operating losses during the second quarter at substantially the levels
incurred in the first quarter. In the second quarter, Company has maturing debt
obligations totaling approximately $287,000. For the remainder of 1997, the
projected capital requirements are approximately $400,000. 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 through 1997. These projections assume that the Company can
significantly reduce its cash used in its operations in the third and fourth
quarters of 1997 through additional revenues from new FindNow-SM- contracts. The
9
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Company is currently developing enhancements to its FindNow-SM- technology in
order to broaden market acceptance of its product and service offerings and
increase sales.
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, development of new products or enhancements to existing products
are costlier or slower than expected, or that 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 recently reached an agreement with Meyer Asia Ltd. to serve as
agent for an offshore private placement of the Company's securities that, if
completed, would raise between $1.0 million and $2.0 million. The proceeds will
be used to continue development of the FindNow-SM- system, increase sales and
customer support resources in the Internet Products Group, purchase computer
hardware and software to expand server capacity and provide for general
corporate working capital. However, no assurance can be given that this
financing will be completed. 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.
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 and the Securities Exchange
Act. 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 demand 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 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 and any
statements should not be regarded as are presentation by the Company or any
other person that the Company's objectives or plans will be achieved.
10
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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
The Company held its annual meeting of stockholders on April 25, 1997. All
of the Company's incumbent directors Michael Johnson, Nahum Rand, Donald Cohen
and Gene Copeland were re-elected to their positions to serve until the next
annual meeting or their successor is elected. The following votes were cast
with respect to election of directors:
For Withhold
Michael Johnson 4,148,157 804
Donald Cohen 4,148,157 804
Gene Copeland 4,148,157 804
Nahum Rand 3,533,156 615,805
The Company also submitted two additional proposals to the shareholders:
Proposal #2.
To amend the Company 1990 Stock Option Plan to (a) allow the Company to
grant non-statutory stock options to non-employee directors of the company and
(b) increase the number of shares of common stock available for purchase under
such plan from 1,000,000 to 1,700,000 shares.
For Against Abstain
3,150,250 944,345 54,366
Proposal #3
To ratify the selection of Hein + Associates LLP as the Company's
independent accountants for 1997.
For Against Abstain
4,146,321 2,640 -
Item 5. Other Information
On April 15, 1997, the Company's application for listing on the Vancouver
Stock Exchange was approved. The Company's common stock now trades on the
Vancouver Stock Exchange under the symbol INOU.V
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits-Included as exhibits are the items listed on the Exhibit Index.
The Registrant will furnish a copy of any of the exhibits listed upon payment of
$5.00 per exhibit to cover the costs to the Registrant of furnishing such
exhibit.
(b) Reports on Form 8-K
None
11
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Dated: May 12, 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)
12
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
3.1 -- Certificate of Incorporation of InfoNow Corporation. (Incorporated
by Reference to Exhibit 3.1 of Registration No.33-43035 on
Form S-1).
3.3 -- By-Laws of InfoNow Corporation (Incorporated by Reference to
Exhibit 3.3 of Registration No.33-43035 on Form S-1).
4.1 -- Form of Common Stock Certificate for the Registrant's common
stock, $0.01 par value per share (Incorporated by Reference to
Exhibit 4.1 of Registration No.33-43035 on Form S-1).
27.1* Financial Data Schedule
* FILED WITH THIS REPORT
13
<TABLE> <S> <C>
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<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from InfoNow's
Quarterly report to stockholders for the quarter ended March 31, 1997, and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 1,281
<SECURITIES> 0
<RECEIVABLES> 193
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,593
<PP&E> 1,190
<DEPRECIATION> 401
<TOTAL-ASSETS> 3,598
<CURRENT-LIABILITIES> 870
<BONDS> 0
0
0
<COMMON> 5
<OTHER-SE> 2,642
<TOTAL-LIABILITY-AND-EQUITY> 3,598
<SALES> 443
<TOTAL-REVENUES> 443
<CGS> 514
<TOTAL-COSTS> 589
<OTHER-EXPENSES> 14
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (8)
<INCOME-PRETAX> (140)
<INCOME-TAX> 0
<INCOME-CONTINUING> (140)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (140)
<EPS-PRIMARY> (.03)
<EPS-DILUTED> (.03)
</TABLE>
