UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 00-19813
InfoNow Corporation
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(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)
303-293-0212
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(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 November 13, 2000, there were 8,146,244 shares of the Registrant's common
stock outstanding.
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INFONOW CORPORATION
INDEX
Page No.
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Unaudited Balance Sheets - September 30, 2000
and December 31, 1999..............................................3
Unaudited Statements of Operations - For the Three Months and Nine
Months Ended September 30, 2000 and September 30, 1999.............4
Unaudited Statement of Stockholders Equity - For the
Nine Months Ended September 30, 2000...............................5
Unaudited Statements of Cash Flows - For the Nine Months
Ended September 30, 2000 and September 30, 1999....................6
Notes to Unaudited 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....................................14
SIGNATURES..........................................................15
2
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PART I - FINANCIAL INFORMATION
------------------------------
ITEM 1. FINANCIAL STATEMENTS
INFONOW CORPORATION
BALANCE SHEETS
(US Dollars in Thousands)
(Unaudited)
September 30, 2000 December 31, 1999
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<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 5,207 $ 5,356
Restricted cash 76 76
Accounts receivable, net 1,831 867
Prepaids and other current assets 172 88
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Total current assets 7,286 6,387
Property and equipment, net 2,087 1,062
Other assets and deferred charges 46 30
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Total assets $ 9,419 $ 7,479
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CURRENT LIABILITIES:
Notes payable - current portion $ 122 $ 81
Accounts payable and accrued expenses 1,080 1,172
Unearned revenue and prepaid service fees 491 462
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Total current liabilities 1,693 1,715
NOTES PAYABLE, net of current portion 307 38
STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value; 1,962,335 shares
authorized, 250,000 shares issued and outstanding at
September 30, 2000 and December 31, 1999 of Series B
Convertible Preferred Stock (liquidation preference
of $5,000,000) -- --
Common stock, $.001 par value; 15,000,000 shares
authorized, 8,146,244 and 7,189,183 shares issued
and outstanding at September 30, 2000 and
December 31, 1999 respectively 8 7
Additional paid-in capital 33,789 28,440
Accumulated deficit (26,378) (22,721)
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Total stockholders' equity 7,419 5,726
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Total liabilities and stockholders' equity $ 9,419 $ 7,479
======== ========
The accompanying notes are an integral part of these financial statements
3
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INFONOW CORPORATION
STATEMENTS OF OPERATIONS
(UNAUDITED)
(In thousands, except per share amounts)
Three Months Ended Nine Months Ended
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September 30 September 30
------------ ------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUES $ 2,001 $ 1,553 $ 5,617 $ 3,977
COST OF REVENUES 1,286 761 3,416 1,933
----------- ----------- ----------- -----------
Gross profit 715 792 2,201 2,044
----------- ----------- ----------- -----------
OPERATING EXPENSES:
Selling and marketing 1,233 437 3,538 1,183
Product development 399 55 1,063 139
General and administrative 542 238 1,533 728
----------- ----------- ----------- -----------
Total operating expenses 2,174 730 6,134 2,050
----------- ----------- ----------- -----------
Operating income (loss) (1,459) 62 (3,933) (6)
OTHER INCOME:
Interest income, net 98 13 276 37
Other non-operating income 0 0 0 23
----------- ----------- ----------- -----------
98 13 276 60
NET INCOME (LOSS) $ (1,361) $ 75 $ (3,657) $ 54
=========== =========== =========== ===========
Earnings (Loss) per common share:
Basic $ (.17) $ .01 $ (.47) $ .01
=========== =========== =========== ===========
Diluted $ (.17) $ .01 $ (.47) $ .01
=========== =========== =========== ===========
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING
Basic 8,144,000 7,046,000 7,815,000 7,032,000
=========== =========== =========== ===========
Diluted 8,144,000 8,513,000 7,815,000 8,502,000
=========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements
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<CAPTION>
INFONOW CORPORATION
STATEMENT OF STOCKHOLDERS' EQUITY
(UNAUDITED)
For the nine months ended September 30, 2000
(In thousands, except share and per share amounts)
Preferred Shares Common Shares Additional Accumulated
Shares Amount Shares Amount Paid-In-Capital Deficit
--------- --------- --------- --------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
BALANCES, December 31, 1999 250,000 -- 7,189,183 $ 7 $ 28,440 $ (22,721)
Common shares issued at $9.50 per share for
cash on March 30, 2000 private placement,
net of cash financing costs of $355 -- -- 526,316 1 4,644 --
Common shares issued upon exercise of
warrants and options at prices ranging from
$0.79 to $5.99 per share -- -- 428,626 -- 687 --
Common shares & options issued for contract
services -- -- 2,119 -- 18 --
Net Loss -- -- -- -- -- (3,657)
--------- --------- --------- --------- --------- ---------
BALANCES, September 30, 2000 250,000 -- 8,146,244 $ 8 $ 33,789 $ (26,378)
========= ========= ========= ========= ========= =========
The accompanying notes are an integral part of these financial statements
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INFONOW CORPORATION
STATEMENTS OF CASH FLOWS
(UNAUDITED)
(US Dollars in Thousands)
Nine Months Ended
September 30
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2000 1999
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(3,657) $ 54
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 557 400
Allowance for bad debt -- 32
Stock compensation expense 18 --
Changes in operating assets and liabilities:
Accounts receivable (964) (274)
Other assets and deferred charges (14) (21)
Other current assets (86) (264)
Payables and accrued liabilities (91) 288
Unearned revenue and prepaid service fees 27 220
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Net cash provided by (used in) operating activities (4,210) 435
CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchase of property and equipment (1,198) (541)
Data acquisition costs (5) (13)
------- -------
Net cash flow used in investing activities (1,203) (554)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock 4,645 --
Proceeds from the exercise of options and warrants 688 219
Payment of capital lease obligations -- (38)
Proceeds from notes payable -- --
Principal payment on debt obligations (69) (57)
------- -------
Net cash flows provided by financing activities 5,264 124
Net increase in cash and cash equivalents (149) 5
CASH AND CASH EQUIVALENTS, beginning of period 5,356 1,303
------- -------
CASH AND CASH EQUIVALENTS, end of period $ 5,207 $ 1,308
======= =======
Supplemental Information:
Cash paid during the period for interest $ 6 $ 13
Non cash financing and investing activities:
Acquisition of property through capital leases $ 310 $ 0
The accompanying notes are an integral part of these financial statements
6
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INFONOW CORPORATION
NOTES TO 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, 1999, have been derived from
audited financial statements. The financial statements should be read in
conjunction with the financial statements and accompanying notes contained in
InfoNow's Form 10-KSB for the fiscal year ended December 31, 1999. The results
of operations for the three and nine month periods ended September 30, 2000 are
not necessarily indicative of the results that will be achieved for the entire
fiscal year ending December 31, 2000.
Note 2. EQUITY TRANSACTIONS
On March 30, 2000 InfoNow sold 526,316 shares of common stock in a private
placement to Putnam Information Sciences Trust, NR Ventures, Ltd., and RIT
Capital Partners, PLC. Putnam purchased 105,263 shares of common stock, and NR
Ventures and RIT Capital Partners collectively purchased 421,053 shares of
common stock. The private placement resulted in gross proceeds of $5,000,000, or
$9.50 per share. Net cash proceeds of $4,645,000 were realized after a deduction
of $355,000 of cash issuance costs.
On January 28, 2000, we issued 47,500 shares of common stock in conjunction
with a cashless exercise of warrants issued to Environmental Systems Research
Institute, Inc., as a settlement of a contract dispute. The remaining warrants
not exercised were canceled. The value of the warrants, $164,000, was
capitalized in April 1996 as software development cost and subsequently
amortized over 2 years.
During the first, second and third quarters of 2000, we issued 381,100
shares of common stock as a result of the exercise of options and warrants by
employees and the 47,500 cashless exercise of warrants discussed above. The
per-share price range of $0.79 to $5.99 resulted in gross proceeds of $688,000.
7
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
The following discussion and analysis of the financial condition and
results of operations for InfoNow should be read in conjunction with our
financial statements and related notes appearing elsewhere in this report. This
discussion contains statements that are not historical fact. These
forward-looking statements are based on our current expectations, assumptions,
estimates and projections about our industry and our business including
statements about markets for our services, planned development of products and
anticipated expense and revenue levels. These forward-looking statements contain
words such as "anticipate", "believe", "plan", "expect" or similar language.
These forward-looking statements are subject to business and economic risks. Our
actual results could differ materially from those anticipated in such
forward-looking statements as a result of many factors including those set forth
in this discussion and in documents we have filed with the Securities and
Exchange Commission, including our annual report on Form 10-KSB.
General Information and Overview
InfoNow provides Enterprise Channel Management solutions that enable
channel dependent companies to solve channel conflict by enabling manufacturers
to sell online through their existing channels and channel partners. A recent
Forrester Research survey identified conflict with existing sales channels as
the single biggest obstacle keeping manufacturers from selling online. InfoNow's
Global Enterprise Channel Management solution, consisting of the iChannel suite
of eBusiness services, resolves channel conflict and maximizes sales success by
providing referrals, leads, e-commerce and customer relationship management
(CRM) capabilities to the channel partners best aligned to close the sale.
Channel partners for our clients can include their product dealers,
distributors, value-added resellers and agents. We provide these services to our
clients over the Internet or via secure, private extranets and intranets. Our
server centers house proprietary software, databases, and systems that respond
to inquiries received across a client's enterprise, including Internet sites,
interactive voice response systems and call centers.
As of September 30, 2000, we had 54 clients. Most of our clients are large
multinational companies who have extensive branch or reseller networks. Our
clients include American Airlines, Apple, Allstate, Bank of America, Citibank,
Citicorp Diners Club, Compaq, 3Com, FedEx, First Union, Hewlett Packard, IBM,
Intel, Lucent, Maytag, Motorola, Novell, Red Hat, Sony, UPS, Visa and Vision
Service Plan.
Our services are sold on the basis of multi-year service contracts. The
initial term of these contracts is one to three years and are renewable upon
mutual agreement. A typical contract fee includes two components, a setup fee
and a recurring service fee. The setup fee covers the initial development of a
customized, client-specific access to our service, and the design and
implementation of client databases. The recurring monthly service fee covers
hosting of the service and performance of recurring maintenance to the client
databases and core applications. In the fourth quarter, we plan to launch our
iCommerce product line. We expect that our fees will be based on a percentage of
the transactions conducted via our services or based on the number of
participating channel partners.
Currently, the combined fees for the initial year of service typically
range from $30,000 for a simple installation to greater than $750,000 for a
complex application involving multiple services across several customer "touch
points" and geographies. These ranges exclude revenue sharing fees, which would
be based on a percentage of the transaction value flowing through our iChannel
Enterprise Channel Management services. The actual setup and monthly service
fees are determined based on a variety of factors, including the type(s) of
service selected, the number of client locations supported, anticipated
transaction volumes, geographic coverage of the service and the level of service
customization requested by the client. We also may charge transaction fees for
some elements of our services depending upon the specific client configuration
such as fax transactions, voice recordings and dedicated telecommunication
lines. Our services are modular and all, or a portion of the services can be
selected depending on client requirements.
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We recognize revenues from setup fees for implementation of our services on
the percentage of completion method using project milestones. Monthly service
fees are recognized as services are rendered over the term of the contract. We
market our services through our direct sales force.
Our success in achieving profitability is primarily dependent on market
acceptance and future sales of our services to additional customers as well as
growing services with existing customers to offset operating costs. We have
significantly increased our spending in sales, marketing and product development
in order to increase our market presence and broaden our product offerings, and
we expect to generate operating losses during the year ending December 31, 2000.
In addition, we plan to make significant expenditures on capital equipment and
licensed software to implement and deploy our new iChannel services. We are also
growing our management team and have hired a President and Executive Vice
President of Sales. We have further plans to increase staffing in the areas of
investor relations, sales and strategic alliances. The added depth and industry
experience expected as a result of these new positions will add to the existing
management team as we continue to grow our organization.
Our limited operating history makes it difficult or impossible to predict
our revenues and operating results. We believe that our prospects should be
considered in light of the risks and difficulties encountered by companies at an
early stage of development. We may not be successful in addressing these risks
and difficulties.
Results of Operations
Comparison of the Three Months Ended September 30, 2000 to the Three Months
Ended September 30, 1999
--------------------------------------------------------------------------------
Net Revenues. Our revenues consist primarily of setup fees from new
contracts and monthly service fees from ongoing contracts for our services.
Total revenues increased by $448,000, or 29% for the three months ended
September 30, 2000, compared to the same period in the previous year. The
increased revenues were generated by additional contracts sold and implemented
during the last twelve months. Setup fees increased by 67%, from $365,000 to
$610,000. Service Fees increased by 29%, from $1,006,000 to $1,300,000. The
increase in fees was due to the implementation of new contracts and higher
average monthly service fees per contract. Miscellaneous revenues decreased by
50% from $182,000 to $91,000. The decrease in miscellaneous revenues is
associated with efforts that did not reoccur during the three months ending
September 2000.
Cost of Revenues. The cost of revenues increased from 49% of revenues for
the three-month period ended September 30, 1999, to 64% of revenues for the
three-month period ended September 30, 2000. The total cost of revenues, over
the same period, increased by 69% or $525,000. This increase is a result of
increased costs in creating and expanding an infrastructure for delivering our
services. These costs include technical personnel payroll, recruiting fees, data
royalties, depreciation and amortization for server equipment and capitalized
software development, telecommunications and other costs related to operating
our data center. We experienced a 19% increase in staff during the quarter and
have incurred increased expenditures for payroll and recruiting efforts. We
expect that the growth in this area will stabilize near our current levels and
that we will be able to maintain the expanded infrastructure at these levels.
Gross margins are expected to increase after we build our infrastructure to
serve our existing clients as well as anticipated iCommerce services.
Product Development. Product Development expenses consist of time spent on
development not specifically associated with a client contract. To date, product
development costs have been comprised of subcontracted costs and salaries and
related costs. Historically a majority of product development expenses have been
incurred in conjunction with delivery of our services to customers and were
classified in the cost of revenues. We have significantly increased investment
in personnel dedicated to product development. Most of the effort for this group
during the Quarter has been directed towards developing the iCommerce portion of
our iChannel suite. We have completed development of the initial release of the
iCommerce suite. We expect future efforts to add additional functionality to
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existing products. Growth in expenditures is expected to decrease relative to
sales. Total product development costs, not related to specific clients,
increased from $55,000 to $399,000 for the three month period ended September 30
1999 compared to the three month period ended September 30, 2000. Most of the
increased costs in the 3rd quarter are associated with the development of the
iCommerce portion of our iChannel suite, and relate to increased salaries and
related costs, contract labor and consulting costs, and personnel support costs.
The development of the initial release of the iCommerce suite is now complete.
Development costs are expected to moderate as we focus on enhancing
functionality of the existing product.
Selling and Marketing Expenses. Selling and marketing expenses, which
consist of payroll costs, sales commissions, travel and promotion expenses
increased from 28% of revenues for the three-month period ended September 30,
1999, to 62% of revenues for the three-month period ended September 30, 2000.
The total amount of selling and marketing expenses increased by 182%, or
$796,000. The overall increase is primarily the result of the addition of sales
personnel, marketing and promotion costs, recruiting, contract labor and
consulting, and depreciation. We have been able to increase spending on selling
and marketing activities with proceeds received from financing, completed in
December 1999 and March 2000.
General and Administrative Expenses. General and administrative expenses
consist primarily of payroll costs for InfoNow's executive, accounting and
administrative personnel, facilities costs, insurance and other general
corporate expenses. General and administrative expenses increased from 15% of
revenues for the three-month period ended September 30, 1999, to 27% of sales
for the three-month period ended September 30, 2000. The total amount of general
and administrative expenses increased by 128%, or $304,000. The overall increase
is the result of additional administrative costs, such as increased salaries,
rent, contract labor/consulting and business insurance, related to growth in
business activity. Staffing expenditures have increased due to hiring of our
President during the Quarter. This was necessary to support existing and planned
growth.
Provision for Income Taxes. InfoNow has paid no income taxes since its
inception and has not recorded a provision for income taxes, due to valuation
allowances provided against net deferred tax assets, which consist primarily of
operating loss carryforward.
Non-Operating Income (Expense). Net non-operating income was $13,000 for
the three months ended September 30, 1999 compared to $98,000 for the three
months ended September 30, 2000. A combination of an increase in cash and cash
equivalents and higher interest rates has driven non-operating income up. Cash
and cash equivalents increased from $1,308,000 at September 30, 1999, compared
to $5,207,000 at September 30, 2000. $5,000,000 of financing proceeds were
deposited on December 31, 1999 and an additional $5,000,000 of financing
proceeds were deposited on March 31, 2000.
Net Loss. Net income for the period ended September 30, 1999, was $75,000
compared to $1,361,000 net loss for the period ended September 30, 2000, a
$1,436,000 decrease. This decrease is the result of a 132% increase in total
expenses and a 29% increase in total revenues for the Quarter ended September
30, 2000, as compared to the Quarter ended September 30, 1999, as discussed
further above.
Comparison of the Nine Months Ended September 30, 2000 to the Nine Months
Ended September 30, 1999
------------------------------------------------------------------------------
Net Revenues. The Company's revenues consist primarily of setup fees from
new contracts and monthly service fees from ongoing contracts for our services.
Total revenues increased by $1,640,000, or 41% for the nine months ended
September 30, 2000, compared to the same period in the previous year. The
increased revenues were generated by additional contracts sold and implemented
during the last twelve months. Setup fees increased by 29%, from $1,103,000 to
$1,426,000. Service Fees increased by 55%, from $2,551,000 to $3,961,000. The
increase in fees was due to the implementation of new contracts and higher
average monthly service fees per contract as discussed earlier. Miscellaneous
revenues decreased by 29% from $323,000 to $230,000. The reduction in
miscellaneous revenues was associated with efforts that did not reoccur during
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the nine months ending September 2000. No bad debt expense was incurred for the
nine months ended September 30, 2000, as compared to $32,000 for the nine months
ended September 30, 1999.
Cost of Revenues. The cost of revenues increased from 49% of revenues for
the nine-month period ended September 30, 1999, to 61% of revenues for the
nine-month period ended September 30, 2000. The total cost of revenues, over the
same period, increased by 77% or $1,483,000. This increase is a result of
increased costs in creating and expanding an infrastructure for delivering our
services, discussed above. These costs include technical personnel payroll,
recruiting fees, data royalties, depreciation and amortization for server
equipment and capitalized software development, telecommunications and other
costs related to operating our data center. Gross margins are expected to
increase as we build our infrastructure to serve our existing clients as well as
anticipated iCommerce services.
Product Development. Product Development expenses consist of time spent on
development not specifically associated with a client contract. To date, product
development costs have been comprised of subcontracted costs, salaries and
related costs. A majority of product development expenses have been incurred in
conjunction with delivery of our services to customers and are classified in the
cost of revenues. Total product development costs not related to specific
clients increased from $139,000 to $1,063,000 for the nine month period ended
September 30 1999, compared to the nine month period ended September 30, 2000.
This increase is a result of increased salaries, contract labor and consulting
costs, and personnel support costs. We have accelerated spending on project
development, not directly associated with specific customer contracts, with
proceeds received from the financing completed in December 1999 and March 2000.
Selling and Marketing Expenses. Selling and marketing expenses, which
consist of payroll costs, sales commissions, travel and promotion expenses
increased from 30% of revenues for the nine-month period ended September 30,
1999, to 63% of revenues for the nine-month period ended September 30, 2000. The
total amount of selling and marketing expenses increased by 199%, or $2,355,000.
The overall increase is primarily the result of the addition of sales personnel,
marketing and promotion costs, recruiting, contract labor and consulting, and
depreciation. We have been able to increase spending on selling and marketing
activities with proceeds received from financing, completed in December 1999 and
March 2000.
General and Administrative Expenses. General and administrative expenses
consist primarily of payroll costs for InfoNow's executive, accounting and
administrative personnel, facilities costs, insurance and other general
corporate expenses. General and administrative expenses increased from 18% of
revenues for the nine-month period ended September 30, 1999, to 27% of sales for
the nine-month period ended September 30, 2000. The total amount of general and
administrative expenses increased by 111%, or $805,000. The overall increase is
the result of additional administrative costs, such as increased salaries, rent,
legal fees, and business insurance, related to growth in business activity.
Non-Operating Income (Expense). Net non-operating income was $60,000 for
the nine months ended September 30, 1999 compared to $276,000 for the nine
months ended September 30, 2000. The increase is due to additional interest
income on cash and cash equivalents. Cash and cash equivalents increased from
$1,308,000 at September 30, 1999 compared to $5,207,000 at September 30, 2000.
$5,000,000 of financing proceeds were deposited on December 31, 1999 and an
additional $5,000,000 of financing proceeds were deposited on March 31, 2000.
Net Loss. The net income for the period ended September 30, 1999 was
$54,000 compared to $3,657,000 net loss for the period ended September 30, 2000,
a $3,711,000 decrease. This decrease is due to increased operating expenses
associated with our planned growth and small corresponding increases in
revenues, as discussed earlier.
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Liquidity and Capital Resources
InfoNow has financed its operations through private placement of equity
securities and through borrowing arrangements. We have received a total of
approximately $14,815,000 from private offerings and an additional $2,656,000
from the exercise of stock options and warrants since we began marketing our
enterprise channel management services in 1996.
We had cash and cash equivalents of $5,207,000 at September 30, 2000,
compared to $5,356,000 at December 31, 1999. The decrease is associated with the
increased spending on product development, marketing, and capital investments as
well as increased staffing needs to meet our current growth demands. With a
planned reduction in cash needs over the next several quarters, we do not
currently plan to seek additional investment capital based on current cash
balances and projected revenues.
Net cash provided from operating activities during the nine months ended
September 30, 1999 was $435,000, compared to net cash used in operating
activities of $4,210,000 during the nine months ended September 30, 2000. This
decrease is primarily due to an increase in net loss, and an increase in
accounts receivable.
Cash used in investing activities increased to $1,203,000 from $554,000 for
the nine-month period ended September 30, 2000 compared to the nine-month period
ended September 30, 1999. This increase is related to the purchase of computer
hardware and software for our data centers and additional personnel, as well as
for leasehold improvements. We have spent $949,000 on technology (computers,
software and network related equipment) and $401,000 on equipment and leasehold
improvements over the past nine months. These costs are directly related to
facilities and support equipment for additional staff.
Net cash generated from financing activities during the nine months ended
September 30, 2000 was $5,264,000 that included $5,000,000 of cash received from
issuance of common stock and $688,000 from the exercise of stock options net of
$355,000 of costs incurred related to the common stock issuance.
The proceeds received from the March 31, 2000 funding of $5,000,000 cash
are being used in the following areas:
o Increased product development expenditures
o Hire additional executive level staff, sales personnel and product
development personnel
o Increase marketing expenditures; specifically hire additional
marketing personnel and increase marketing programs
o Increase operational and administrative personnel to handle
anticipated increases in our business and further increases of our
infrastructure
o Expansion of facilities space and addition of furniture and equipment
to support our growing staffing needs
We currently project that available cash balances, together with projected
cash flow from recurring service fees and anticipated new sales, will be
sufficient to fund our operations for at least the next twelve months. These
projections assume that revenues from new sales and from recurring service fees
will continue to provide cash from operations and that our overall operating
costs will decrease as a percent of operating revenues.
We expect that our anticipated revenue growth during the next several
quarters will offset increases in operating costs before the end of our fiscal
year 2001.
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No.101 "Revenue Recognition in Financial Statements" (SAB
101). SAB 101 provides guidance on the recognition, presentation, and disclosure
of revenue in financial statements of all public registrants. InfoNow has not
fully assessed the impact of the adoption of SAB 101, and have not yet
determined if implementation of SAB 101 will have a material impact on the
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existing revenue recognition policies or its reported results of operations for
the year ending December 31, 2000. SFAS 133 establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
imbedded in other contracts, and for hedging activites. InfoNow does not believe
that the adoption of SFAS 133 will have a material impact on its current
operations.
Risks of Forward Looking Statements
Our actual results may vary materially from the forward-looking statements
made above. We intend that such statements be subject to the safe harbor
provision of the Securities Act. Our forward-looking statements include the
plans and objectives of management for future operations and relate to a variety
of factors, including management's assumptions about our ability to:
o Gain market acceptance of our services
o Accurately forecast and meet demands for our services, including our
ability to maintain technical performance of the system as new clients
are added
o Maintain our ability to serve our existing customers
o Improve our operational and financial systems in order to address
planned growth in our operations
o Maintain pricing and adequate profit margins on our products and
services
o Retain and attract qualified technical personnel
o Develop future enhancements to our services and control development
costs of those enhancements
o Respond to competitive threats
o Raise additional capital, if needed.
Our 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 our ability to control.
We believe that the assumptions underlying our forward-looking statements
are reasonable. However, our assumptions may prove to be inaccurate and
therefore there can be no assurance that the results contemplated in
forward-looking statements will be realized. You should not regard any
statements made in this Report as a representation by InfoNow or any other
person that we will achieve our objectives.
13
<PAGE>
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
14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: November 13, 2000
INFONOW CORPORATION
(Registrant)
/s/ Michael W. Johnson
------------------------------------------------
Michael W. Johnson
Chairman 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)
15
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
3.1 Certificate of Incorporation of the Company, as amended (A)
3.1.1 Certificate of Designation, Preferences and Rights of Series B
Convertible Participating Preferred Stock of InfoNow Corporation (B)
3.2 Bylaws of the Company, as amended (C)
4.1 Form of Common Stock certificate for the Company's Common Stock,
$.001 par value per share (C)
4.4 Form of Class C Warrant (D)
4.5 Form of Series B Convertible Preferred Stock Certificate (B)
10.14 InfoNow 1990 Stock Option Plan, as amended and restated January 23,
1998 (E)
10.15 InfoNow 1999 Stock Option Plan (F)
10.30 Employment Agreement between the Company and Kevin D. Andrew dated
March 1, 1996 (G)
10.36 Employment Agreement between the Company and Michael W. Johnson
dated January 1, 1998 (H)
10.37 Agreement dated October 23, 1997 between the Company and Michael W.
Johnson regarding sale of the Company (H)
10.38 Letter Agreement between the Company and Michael Basch dated
September 21, 1998 (A)
10.40 Office Lease between Crescent Real Estate Equities Limited
Partnership and InfoNow Corporation dated March 2, 1999 (B)
10.41 Letter Agreement between the Company and Peter Bryant dated June 14,
2000
27.1 Financial Data Schedule
---------------------------
(A) Incorporated by reference from the Company's Annual Report filed on
Form 10-KSB for the year ended December 31, 1998.
(B) Incorporated by reference from the Company's Annual Report filed on
Form 10-KSB for the year ended December 31, 1999.
(C) Incorporated by reference from the Company's Registration Statement
33-43035 on Form S-1 dated February 14, 1992.
(D) Incorporated by reference from the Company's to the Post-Effective
Amendment No. 2 to Registration Statement No. 33-43035 on Form S-1
dated July 13, 1993.
(E) Incorporated by reference from the Company's Proxy Statement filed
on Form 14A for the year ended December 31, 1999.
(F) Incorporated by reference from the Company's Proxy Statement filed
on Form 14A for the year ended December 31, 2000.
(G) Incorporated by reference from the Company's Annual Report filed on
Form 10-K for the year ended December 31, 1995.
(H) Incorporated by reference from the Company's report on Form 8-K
dated January 27, 1997.
16
