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, 1998
/ / 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
(State of incorporation) (I.R.S. Employer Identification No.)
1875 Lawrence Street, Suite 1100, Denver, Colorado, 80202
(Address of principal executive offices) (Zip Code)
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 May 11, 1998, there were 5,853,679 shares of the Registrant's common
stock outstanding.
INFONOW CORPORATION
INDEX
Page No.
PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
Balance Sheets - March 31, 1998 (Unaudited)
and December 31, 1997 3
Unaudited Statements of Operations - For the Three Months
Ended March 31, 1998 and March 31, 1997 4
Statement of Stockholders Equity (Deficit) - For the Three
Months Ended March 31, 1998 5
Unaudited Statements of Cash Flows - For the Three Months
Ended March 31, 1998 and March 31, 1997 6
Notes to Unaudited Consolidated
Financial Statements 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS 7
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 10
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 10
SIGNATURES 11
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
INFONOW CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(US Dollars in Thousands)
<TABLE>
<CAPTION>
Assets March 31, 1998 December 31, 1997
(Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 972 $ 325
Accounts receivable, net 254 177
Other current assets 38 20
______ ______
Total current assets 1,264 522
Property and Equipment, net 566 647
Software development costs, net of accumulated
amortization of $450 and $384 at March 31, 1998
and December 31, 1997 respectively 80 146
Other assets and deferred charges 9 9
_______ _______
Total assets $ 1,919 $ 1,324
_______ _______
_______ _______
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 443 $ 402
Notes payable-current portion 205 204
Deferred compensation 32 5
Unearned revenue and prepaid service fees 262 263
Capital lease obligation-current 5 5
_______ ______
Total current liabilities 947 879
CAPITAL LEASE OBLIGATION 4 5
NOTES PAYABLE 31 42
STOCKHOLDER'S EQUITY
Common stock, $.001 par value; 15,000,000 shares
authorized, 5,816,179 and 5,364,179 shares issued
and outstanding at March 31 1998 and
December 31, 1997 respectively 6 5
Additional paid-in capital 22,739 21,904
Accumulated deficit (21,808) (21,511)
_______ ______
Total stockholder's equity 937 398
_______ _______
Total liabilities and stockholder's equity $ 1,919 $ 1,324
_______ _______
_______ _______
</TABLE>
The accompanying notes are an integral part of these financial statements
INFONOW CORPORATION AND SUBSIDARY
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
For the Three Months Ended March 31,
1998 1997
<S> <C> <C>
SALES $ 442 $ 226
OPERATING EXPENSES:
Cost of sales 405 353
Selling and marketing 131 137
General and administrative 208 237
Impairment of long lived assets - (365)
_____ _____
Total operating expenses 744 362
_____ _____
Net loss from operations (302) (136)
OTHER INCOME (EXPENSE):
Interest income (expense), Net - 6
Other Non-operating income 5 -
______ ______
5 6
Net loss from continuing operations (297) (130)
Discontinued operations
Income from operations of
Cimarron International - (10)
_______ ________
NET LOSS $ (297) $ (140)
_______ ________
Basic and diluted EPS per common share:
Continued operations $ (.06) $ (.03)
Discontinued operations - -
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 5,363,886 5,509,786
_________ _________
_________ _________
</TABLE>
The accompanying notes are an integral part of these financial statements
INFONOW CORPORATION AND SUBSIDARY
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
For the three months ended March 31, 1998
(US Dollars in Thousands)
<TABLE>
<CAPTION>
Common Stock Additional Accumulated
Shares Amount Paid-in Capital Deficit
_____________ _______________ ________
<S> <C> <C> <C> <C>
BALANCES, December 31, 1997 5,364,179 $ 5 $ 21,904 $(21,511)
Issuance of common stock
in exchange for note 2,000 - 1 -
Common shares valued at US$1.75
per share for cash in March 27, 1998
private placement 450,000 1 787 -
Non-cash charges related to the
issuance of warrants to purchase
common stock issued to a
consultant - - 47 -
Net loss - - - (297)
________ ____ _______ ________
BALANCES, March 31, 1997 5,816,179 $ 6 $ 22,739 $ (21,808)
_________ ____ _________ _________
</TABLE>
The accompanying notes are an integral part of these financial statements
INFONOW CORPORATION AND SUBSIDARY
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
(US Dollars in Thousands)
<TABLE>
<CAPTION>
For the Three Months Ended March 31,
<S> <C> <C>
1998 1997
CASH FLOWS USED IN OPERATING ACTIVITIES:
Net loss $ (297) $ (140)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 161 121
Impairment of long-lived assets - (365)
Allowance for bad debt 7 -
Compensation expense recognized in
connection with stock warrant issuance 47 -
Gain on debt extingquishment (1) -
Changes in operating assets and liabilities:
Increase in accounts receivable (85) (32)
Increase in other assets and deferred charges - 3
Increase in other current assets (16) (21)
Increase (decrease) in payables and accrued liabilities 69 (20)
Decrease in unearned revenue - (120)
Net cash flows used in operating activities (115) (574)
CASH FLOWS FROM(USED IN)INVESTING ACTIVITIES:
Purchase of property and equipment (14) (49)
Purchase of data - (100)
Net cash flow used in investing activities (14) (149)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock 788 (21)
Proceeds from the exercise of options and warrants - 1
Payment of capital lease obligations (1) (1)
Proceeds from notes payable 9 -
Principal payment on debt obligations (20) (25)
Net cash flows from financing activities 776 (46)
Net increase (decrease) in cash and cash equivalents 647 (769)
CASH AND CASH EQUIVALENTS, beginning of period 325 2,050
CASH AND CASH EQUIVALENTS, end of period $ 972 $ 1,281
Supplemental Information:
Cash paid during period for interest $ 4 $ 8
</TABLE>
The accompanying notes are an integral part of these financial statements
INFONOW CORPORATION AND SUBSIDARY
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. Certain amounts for the three
months ending March 31, 1997 have been reclassified to conform with the
current year classifications. Such reclassifications had no effect on net
loss.
The financial statements as of December 31, 1997, 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-KSB for the fiscal year ended December 31, 1997. The
results of operations for the three months ended March 31, 1998 are not
necessarily indicative of the results that will be achieved for the entire
fiscal year ending December 31, 1998.
Note 2. SUPPLEMENTAL CASH FLOW DISCLOSURES
During the three months ended March 31, 1998, there were no non-cash
transactions.
Note 3. EQUITY TRANSACTIONS
On March 27, 1998, the Company completed a private placement of 450,000
shares of its common stock at $1.75 per share, which was above the market
price of the Company's common stock at the date of the transaction. Total
gross proceeds from the sale of stock were $787,500. The Company served as
its own placement agent and no significant transaction costs were incurred in
the placement other than incidental legal fees.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
General Information and Overview of the First Quarter
The Company develops and markets a suite of teleservices applications and
services called FindNow (R) RMS that are designed to help corporations reliably
and cost-effectively tell current and prospective customers where they can
find their nearest reseller, branch, or service center. InfoNow introduced
the FindNow RMS in July 1996. FindNow locator referral system can be accessed
through a Company's web site or call center. FindNow captures the user's
address automatically or through keyboard input from the user. The FindNow
search engine can then locate the client's nearest sales or service location(s)
and can also provide the user a map showing their location and the
nearest sales or service locations as well as other customized information.
InfoNow's customers include six of the eight largest banks in North America,
six of the 10 largest global computer and networking firms, as well as other
industry leaders such as American Airlines, FedEx, Goodyear, Shell and United
Healthcare. Additional information about the Company can be viewed on the
World Wide Web at www.infonow.com.
Although the Company has experienced a significant increase in its backlog
and revenues from sales of its FindNow service, the Company has not
experienced corresponding significant increases in its operating expenses. The
Company believes that most of its 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 in the near future. In addition, 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. The Company's success in achieving profitability is primarily
dependent on market acceptance and future sales of its FindNow service to
additional customers to offset operating costs. Although significant selling
efforts are under way to add new customer contracts, the limited operating
history of the Company makes it difficult or impossible to predict the exact
timing and amount of these future sales.
Results of Operations
The results from continuing operations for the three months ended March 31,
1998 and 1997 reflect the revenues and expenses of the Company's FindNow RMS
operations. The Company sold all the assets of its Cimarron subsidiary, which
produced interactive media and other business presentations, on December 11,
1997. The results of Cimarron's business have been classified as discontinued
operations for the three months ended March 31, 1997.
Three Months Ended March 31, 1998 compared to the results for the Three
Months Ended March 31, 1997
Net Revenues. The Company's revenues from continuing operations consist
primarily of setup and monthly service fees from ongoing contracts for its
FindNow service. Total sales increased by $216,000, or 96% for the three
months ended March 31, 1997, compared to the revenues in the prior year.
The increased revenues were generated by additional contracts sold and
implemented during the prior year. The number of active contracts at March
31, 1998 was 52 as compared with 11 on March 31, 1997.
Cost of Sales. The cost of sales decreased from 156% of sales in the
three month period ended March 31, 1997, to 92% of sales for the three month
period ended March 31, 1998. This decrease is primarily due to the increased
revenues generated by additional contracts sold and implemented during the
prior year. The total cost of sales rose by 15% or $52,000. This increase is
mainly due to an increase in depreciation expense on equipment put into
service and an increase in the salaries and related benefits of additional
employees hired during the prior year.
Selling and Marketing. Selling and marketing expenses, as a percent of
revenues, decreased from 61% for the three months ended March 31, 1997, to 30%
for the three months ended March 31, 1998. This decrease is primarily due to
the increased revenues generated by additional contracts sold and implemented
during the prior year. Total selling and marketing expenses decreased by
$6,000, or 4% for the three months ended March 31, 1998, as compared to the
three month period ended March 31, 1997. This is primarily due to an increase
in the salaries, commission costs and benefits of additional sales personnel
which were offset by the decrease in trade show and advertising and promotion
expenses. Selling and Marketing expenses, especially sales commission
expenses, which are based on a percentage of new contracted sales, are
expected to increase in relation to increases in revenues
General and Administrative. General and administrative expenses
decreased from 105% of sales for the three months ended March 31, 1997, to 47%
of sales for the three months ended March 31, 1998. This decrease is
primarily due to increased revenues generated by additional contracts sold and
implemented during the prior year while the total amount of general and
administrative expenses has decreased by 12%, or $29,000. This decrease is
primarily due to reduced salaries and related costs compared to the prior
year's quarter. These expenses not expected to increase significantly as
additional client contracts and related revenues are added for the remainder
of the current year.
Non-Operating Income (expense). Net non-operating income was $6,000 for
the three months ended March 31, 1997 compared to a net non-operating income
of $5,000 for the three months ended March 31, 1998. The decrease is mainly
due to reduced interest income on cash and cash equivalents partially offset
by small gains due to sales of assets and gains from debt extinguishment.
Net Loss from Continuing Operations. The reported net loss of the Company
for the three months ended March 31, 1998 increased by approximately $167,000
or 128%, as compared to the results of the three months ended March 31, 1997.
The results of the three months ended March 31, 1997 include a non-cash gain
of $364,710 related to the retirement of common shares originally issued in
conjunction with the acquisition of Navigist. Without the non-cash gain in the
three months ended March 31, 1997, the net loss of the Company for the three
months ended March 31, 1998 decreased by 40% or $198,000 compared to the prior
year period. This decrease is primarily due to increased revenues generated by
additional contracts sold and implemented during the prior year without
corresponding increases in operating expenses.
Liquidity and Capital Resources
The Company had cash and equivalents of $972,000 at March 31, 1998,
compared to $325,000 at December 31, 1997, or a net increase of $647,000.
This increase was largely due to a private equity financing on March 27, 1998
which resulted in gross proceeds of $787,500. This increase was offset by
$115,000 of cash utilized in the operations of the Company, $14,000 used to
purchase of data and computer equipment and $12,000 net debt service costs.
The Company has made significant progress in commercializing its FindNow
service with 52 contracts in backlog as of March 31, 1998. Cash utilized in
operations was $115,000 for the three months ended March 31, 1997 compared to
$524,000 used for operations in the three months ended March 31, 1997. This
improvement is due to additional sales of its FindNow RMS without corresponding
increases in operating expenses of the Company.
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 1998 without additional external financing. These
projections assume that the Company does not substantially increase cash used
in its current operations and that overall operating costs of the Company will
not change significantly as new client contracts are added.
IMPACT OF THE YEAR 2000 ISSUE
The Year 2000 Issue is the result of certain computer programs being
written using two digits rather than four
to indicate the applicable year. As a result, computer programs with
date-sensitive software may incorrectly recognize
a date using "00" as the year 1900 rather than the year 2000. Such an error
could result in a system failure or
miscalculations resulting in disruptions of operations, including a temporary
inability to process normal business
transactions.
The Company has recently examined its production and internal
administrative systems for year 2000 issues. As
a result of that review, the Company has determined that no significant
modifications will be required to make their
systems year 2000 compliant and does not expect that any modifications
required will have a material impact on its
business, operations or financial condition.
FORWARD LOOKING STATEMENTS
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. 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
service, (ii) market acceptance of the
FindNow service, (iii) success of the Company in forecasting and meeting the
demand of the customers of the
FindNow service, including maintaining technical performance of the system
as new FindNow customers are
added, (iv) ability to obtain financing to purchase equipment needed to
provide service to additional FindNow
customers, (v) ability to maintain pricing and adequate profit margins on its
products and services (vi) ability to retain
qualified technical personnel (vii) ability to control development costs of
FindNow service within current budgeted levels, (viii) and the ability of the
Company to raise additional capital, if needed.
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 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. Additional disclosure of
factors that could cause actual results to differ materially from those in the
forward-looking statements may be found in the Company's documents on file with
the Commission, including its Form 10-KSB for the year ended December 31, 1997.
PART II. OTHER INFORMATION
ITEM 2. Changes in Securities and Use of Proceeds
(c) The Company sold the following unregistered securities during the quarter
ended March 31, 1998:
(1) On January 23, 1998, the Company issued warrants to purchase 30,000
shares of Common Stock to a consultant who performed recruiting consulting
services for the Company. The warrant has an exercise price of $.29 per
share and expires January 23, 2001.
The Company believes this transaction was private in nature and was exempt
from the registration requirements of Section 5 of the Securities Act by
virtue of the exemption contained in Section 4(2) of the Securities Act.
(2) On February 19, 1998, the Company issued warrants to purchase 75,000 shares
of Common Stock to a consultant who performs investor relations services
for the Company. The warrants are exercisable at prices ranging from $0.55
per share to $1.20 per share. All warrants become fully vested on February
19, 1999 and expire on February 19, 2001.
The Company believes this transaction was private in nature and was exempt
from the registration requirements of Section 5 of the Securities Act by
virtue of the exemption contained in Section 4(2) of the Securities Act.
(3) On March 27, 1998, the company sold an aggregate of 450,000 shares of
Common Stock to two accredited investors for an aggregate purchase price
of $787,500.
The Company believes this transaction was private in nature and was exempt
from the registration requirements of Section 5 of the Securities Act by
virtue of the exemptions provided by Regulation D of the Securities Act.
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
No reports were filed on Form 8-K during the three months ended March 31, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: May 14, 1998
INFONOW CORPORATION
(Registrant)
/s/ Kevin D. Andrew
Kevin D. Andrew
Chief Financial Officer, Treasurer and Secretary
(Principal Financial and Accounting Officer)
EXHIBIT INDEX
Exhibit Sequential
Number Description Page No.
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.
10.14 InfoNow Corporation 1990 Stock Plan as amended.(A)
10.27 Opus Agreements to Provide Financial Advisory Services dated May 23,
1995, July 17, 1995, August 2, 1995 and October 10, 1995.(E)
10.29 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 Wertzberger 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)
10.35 Asset Sale Agreement for sale of assets to Cimarron Dog and Pony
Company, Inc. dated December 11, 1997.(F)
10.36 Michael W. Johnson employment agreement dated January 1, 1998.(F)
10.37 Agreement dated October 23, 1997 between the Company and Michael W.
Johnson regarding sale of the Company.(F)
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 Annual Report on Form
10-KSB for the year ended December 31, 1997.
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from InfoNow's
Quarterly report to stockholders for the quarter ended March 31, 1998, and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<MULTIPLIER> 1,000
<PERIOD-TYPE> QUARTER
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-1-1998
<PERIOD-END> MAR-31-1998
<CASH> 972
<SECURITIES> 0
<RECEIVABLES> 254
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1264
<PP&E> 1211
<DEPRECIATION> 645
<TOTAL-ASSETS> 1919
<CURRENT-LIABILITIES> 947
<BONDS> 0
0
0
<COMMON> 6
<OTHER-SE> 931
<TOTAL-LIABILITY-AND-EQUITY> 1919
<SALES> 442
<TOTAL-REVENUES> 442
<CGS> 405
<TOTAL-COSTS> 744
<OTHER-EXPENSES> 9
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (4)
<INCOME-PRETAX> (297)
<INCOME-TAX> 0
<INCOME-CONTINUING> (297)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (297)
<EPS-PRIMARY> (.06)
<EPS-DILUTED> (.06)
</TABLE>
