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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
|X| QUARTERLY REPORT UNDER SECTION 13 OF 15 (D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2004
OR
|_| TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT
FOR THE TRANSITION PERIOD FROM TO .
COMMISSION FILE NO. 000-29299
CORVU CORPORATION
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1457090
(State of Incorporation) (IRS Employer ID #)
3400 WEST 66TH STREET
EDINA, MINNESOTA 55435
(Address of Principal Executive Offices)
952-944-7777
(Issuer's Telephone Number, Including Area Code)
Check whether the issuer (1) filed all reports required to be filed by Sections
13 or 15(d) of the Exchange Act during the past 12 months (or such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes [X] No [_]
State the number of shares outstanding of each of the issuer's classes of
common equity as of the latest practicable date.
CLASS: COMMON STOCK, PAR VALUE $.01 PER SHARE
OUTSTANDING SHARES AS OF JANUARY 31, 2005: 23,970,268
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CORVU CORPORATION
INDEX TO FORM 10-QSB
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets December 31, 2004 (Unaudited) and June
30, 2004
Consolidated Statements of Cash Flows (Unaudited) Six Month Periods
Ended December 31, 2004 and 2003
Consolidated Statements of Operations (Unaudited) Three and Six
Month Periods Ended December 31, 2004 and 2003
Notes to Unaudited Consolidated Financial Statements For the Three
and Six Month Periods Ended December 31, 2004 and 2003
Item 2. Management's Discussion and Analysis or Plan of Operations
Item 3. Controls and Procedures
PART II OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Default Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits
SIGNATURES
EXHIBITS
2
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CORVU CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
DECEMBER 31, JUNE 30,
2004 2004
------------ ------------
(UNAUDITED) (AUDITED)
ASSETS
Current assets:
Cash and cash equivalents $ 586,021 148,475
Trade accounts receivable, net of allowance for doubtful accounts of $130,000 and
$112,000, respectively 2,961,253 4,207,058
Deferred income taxes -- 727,000
Prepaid expenses and other 399,800 285,384
------------ ------------
Total current assets 3,947,074 5,367,917
Furniture, fixtures and equipment, net 246,730 262,619
Deferred income taxes 2,615,000 1,888,000
------------ ------------
$ 6,808,804 7,518,536
============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Line of credit $ 300,000 300,000
Accounts payable 2,076,758 1,489,123
Accrued compensation and related costs 3,127,212 2,425,730
Deferred revenue 5,635,064 4,948,118
Accrued interest 73,822 100,534
Other accrued expenses 856,688 911,966
------------ ------------
Total current liabilities 12,069,544 10,175,471
------------ ------------
Notes payable-stockholder 405,600 600,784
------------ ------------
Stockholders' deficit:
Undesignated capital stock, 23,400,000 shares at December 31, 2004 and 24,000,000 at
June 30, 2004 -- --
Series A convertible preferred stock, par value $10 per share; 1,000,000 shares
authorized; none issued and outstanding at December 31, 2004 and June 30, 2004,
respectively -- --
Series B convertible preferred stock, par value $0.01 per share; 600,000 shares
authorized; 600,000 and 0 outstanding at December 31, 2004 and June 30, 2004,
respectively, liquidation preference of $600,000 at December 31, 2004 6,000 --
Common stock, $0.01 par value; 75,000,000 shares authorized; 23,970,268 and 23,970,268
shares issued and outstanding at December 31, 2004 and June 30, 2004, respectively 239,703 239,703
Additional paid-in capital 18,847,848 18,026,955
Accumulated deficit (23,663,020) (20,792,143)
Deferred compensation (16,602) (23,616)
Other comprehensive loss (1,080,269) (708,618)
------------ ------------
Total stockholders' deficit (5,666,340) (3,257,719)
------------ ------------
Total liabilities and stockholders' deficit $ 6,808,804 7,518,536
============ ============
See accompanying notes to unaudited consolidated financial statements.
3
CORVU CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited)
Six Month Periods Ended December 31, 2004 and 2003
2004 2003
----------- -----------
Cash flows from operating activities:
Net loss $(2,641,632) (1,182,214)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation 70,560 67,857
Warrants and stock options vested 24,598 108,504
Changes in operating assets and liabilities:
Trade accounts receivable, net 1,155,714 (557,416)
Prepaid expenses and other (114,416) (59,138)
Accounts payable 482,115 95,076
Accrued compensation and related costs 601,482 (183,409)
Deferred revenue 586,946 647,391
Accrued interest (26,712) (58,241)
Other accrued expenses (14,417) 81,780
----------- -----------
Net cash provided by (used in) operating activities 124,238 (1,039,810)
----------- -----------
Cash flows from investing activities:
Capital expenditures (54,671) (69,503)
----------- -----------
Net cash used in investing activities (54,671) (69,503)
----------- -----------
Cash flows from financing activities:
Proceeds from sale of common stock, net -- 1,201,680
Proceeds from sale of Series B convertible preferred stock, net 343,776 --
Exercise of employee stock options -- 16,264
Repurchase of common stock -- (154,000)
Increase in line of credit -- 50,000
----------- -----------
Net cash provided by financing activities 343,776 1,113,944
Effect of exchange rate changes on cash 24,203 7,675
----------- -----------
Net increase in cash and cash equivalents 437,546 12,306
Cash and cash equivalents at beginning of period 148,475 643,346
----------- -----------
Cash and cash equivalents at end of period $ 586,021 655,652
=========== ===========
Supplemental cash flow disclosures:
Cash paid during the period for interest $ 62,777 104,993
Cash paid during the period for income taxes -- --
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Non-cash investing and financing activities:
Series B Convertible Preferred Stock issued for
cancellation of note payable-stockholder $ 240,000 --
Cancellation of stock subscription receivable -- (324,000)
=========== ===========
See accompanying notes to unaudited consolidated financial statements.
4
CORVU CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations (Unaudited)
Three and Six Month Periods Ended December 31, 2004 and 2003
THREE MONTHS ENDED SIX MONTHS ENDED
----------------------------- -----------------------------
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
2004 2003 2004 2003
------------- ------------- ------------- -------------
Revenues:
Software and license fees $ 1,264,293 1,784,213 2,302,539 3,178,619
Maintenance fees 1,380,289 1,192,107 2,582,633 2,451,022
Consulting and other 678,376 967,347 1,483,078 1,901,920
------------- ------------- ------------- -------------
Total revenues 3,322,958 3,943,667 6,368,250 7,531,561
------------- ------------- ------------- -------------
Operating costs and expenses:
Cost of maintenance, consulting, and other 836,503 853,931 1,788,203 1,666,569
Product development 570,533 448,926 1,098,458 893,767
Sales and marketing 1,838,592 2,074,984 3,802,877 3,744,555
General and administrative 1,132,657 1,341,504 2,262,607 2,367,216
------------- ------------- ------------- -------------
Total operating costs and expenses 4,378,285 4,719,345 8,952,145 8,672,107
------------- ------------- ------------- -------------
Operating loss (1,055,327) (775,678) (2,583,895) (1,140,546)
Interest expense, net (35,320) (21,359) (57,737) (41,668)
------------- ------------- ------------- -------------
Loss before income taxes (1,090,647) (797,037) (2,641,632) (1,182,214)
Benefit from income taxes -- -- -- --
------------- ------------- ------------- -------------
Net loss (1,090,647) (797,037) (2,641,632) (1,182,214)
Preferred stock dividends (229,245) -- (229,245) --
------------- ------------- ------------- -------------
Loss attributable to common stockholders $ (1,319,892) (797,037) (2,870,877) (1,182,214)
=============================================================
Net loss per common share--basic $ (0.05) (0.04) (0.11) (0.05)
Net loss attributable to common stockholders per
common share- basic $ (0.06) (0.04) (0.12) (0.05)
Weighted average shares outstanding--basic 23,970,268 22,448,705 23,970,268 22,369,380
Net loss per common share--diluted $ (0.05) (0.04) (0.11) (0.05)
Net loss attributable to common stockholders per
common share- diluted $ (0.06) (0.04) (0.12) (0.05)
Weighted average shares outstanding--diluted 23,970,268 22,448,705 23,970,268 22,369,380
See accompanying notes to unaudited consolidated financial statements.
5
CORVU CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTH
PERIODS ENDED DECEMBER 31, 2004 AND 2003
(1) UNAUDITED FINANCIAL STATEMENTS
The accompanying unaudited consolidated financial statements of CorVu
Corporation and Subsidiaries (the Company) have been prepared by the
Company in accordance with accounting principles generally accepted in the
United States of America for interim financial information, pursuant to
the rules and regulations of the Securities and Exchange Commission.
Pursuant to such rules and regulations, certain financial information and
footnote disclosures normally included in the consolidated financial
statements have been condensed or omitted. The results for the periods
indicated are unaudited, but reflect all adjustments (consisting only of
normal recurring adjustments) which management considers necessary for a
fair presentation of operating results.
Operating results for the three and six months ended December 31, 2004 are
not necessarily indicative of the results that may be expected for the
year ending June 30, 2005. These unaudited consolidated financial
statements should be read in conjunction with the consolidated financial
statements and footnotes thereto included in the Company's Annual Report
on Form 10-KSB for the year ended June 30, 2004.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) REVENUE RECOGNITION
Software license revenue is recognized when all of the following criteria
have been met: there is an executed license agreement, software has been
delivered to the customer, the license fee is fixed and payable within
twelve months, collection is deemed probable and product returns are
reasonably estimable. Revenues related to multiple element arrangements
are allocated to each element of the arrangement based on the fair values
of elements such as license fees, maintenance, and professional services.
Fair value is determined based on vendor specific objective evidence.
Maintenance revenues are recognized ratably over the term of the
maintenance contract, typically 12 to 36 months. Consulting and other
revenues are recognized when services are performed.
Deferred revenue represents payment received or amounts billed in advance
of services to be performed.
6
(B) NET LOSS PER COMMON SHARE
Basic net loss per common share is computed by dividing net loss by the
weighted average number of common shares outstanding during the period.
Diluted net loss per common share is computed by dividing net loss by the
weighted average number of common shares outstanding plus all additional
common stock that would have been outstanding if potentially dilutive
common stock related to stock options and warrants had been issued.
Dilutive common equivalent shares have not been included in the
computation of diluted net loss per common share for the three and six
month periods ended December 31, 2004 and 2003, respectively, because
their inclusion would be anti-dilutive.
Following is a reconciliation of basic and diluted net loss per common
share for the three and six months ended December 31, 2004 and 2003,
respectively:
THREE MONTHS ENDED SIX MONTHS ENDED
DECEMBER 31, DECEMBER 31,
--------------------------- ---------------------------
2004 2003 2004 2003
------------ ------------ ------------ ------------
Net loss attributable to common stockholders $ (1,319,892) (797,037) (2,870,877) (1,182,214)
Weighted average shares outstanding 23,970,268 22,448,705 23,970,268 22,369,380
Net loss attributable to common stockholders
per common share-- basic $ (0.06) (0.04) (0.12) (0.05)
Net loss per common share -- diluted:
Net loss attributable to common stockholders $ (1,319,892) (797,037) (2,870,877) (1,182,214)
Weighted average shares outstanding 23,970,268 22,448,705 23,970,268 22,369,380
Common stock equivalents 0 0 0 0
Weighted average shares and potential diluted
shares outstanding 23,970,268 22,448,705 23,970,268 22,369,380
Net loss attributable to common stockholders
per common share -- Diluted $ (0.06) (0.04) (0.12) (0.05)
The Company uses the treasury method for calculating the dilutive effect of the
stock options and warrants (using the average market price).
Options and warrants outstanding at December 31, 2004 and 2003 totaling
9,561,903 and 7,681,973, respectively were excluded from the computation of
common share equivalents for the three and six months ended December 31, 2004
and 2003 as they were anti-dilutive.
7
(C) STOCK-BASED COMPENSATION
In accordance with Accounting Principles Board (APB) Opinion No. 25 and related
interpretations, the Company uses the intrinsic value-based method for measuring
stock-based compensation cost which measures compensation cost as the excess, if
any, of quoted market price of the Company's common stock at the grant date over
the amount the employee must pay for the stock. The Company's general policy is
to grant stock options at fair value at the date of grant. Options and warrants
issued to non-employees are recorded at fair value, as required by Statement of
Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based
Compensation", using the Black Scholes pricing method.
Has compensation cost been recognized based on the fair value of options at the
grant dates consistent with the provisions of SFAS No. 123, the Company's loss
attributable to common stockholders and basic and diluted net loss per common
share would have been changed to the following pro forma amounts:
THREE MONTHS ENDED SIX MONTHS ENDED
DECEMBER 31, DECEMBER 31,
-------------------------- ---------------------------
2004 2003 2004 2003
------------- ---------- ------------ ------------
Loss attributable to common
stockholders:
As reported $ (1,319,892) (797,037) (2,870,877) (1,182,214)
Pro forma (1,369,192) (853,173) (3,067,189) (1,286,043)
Basic net loss per common share:
As reported (0.06) (0.04) (0.12) (0.05)
Pro forma (0.06) (0.04) (0.13) (0.06)
Diluted net loss per common share:
As reported (0.06) (0.04) (0.12) (0.05)
Pro forma (0.06) (0.04) (0.13) (0.06)
Stock based compensation:
As reported 0 97,516 0 108,504
Pro forma 49,300 56,136 196,312 103,829
In determining the compensation cost of options granted during the three
and six months ended December 31, 2004 and 2003, as specified by SFAS No.
123, the fair value of each option grant has been estimated on the date of
grant using the Black-Scholes pricing model and the weighted average
assumptions used in these calculations are summarized as follows:
THREE MONTHS ENDED SIX MONTHS ENDED
DECEMBER 31, DECEMBER 31,
----------------------- ------------------------
2004 2003 2004 2003
---------- ---------- ----------- ----------
Risk-free interest rate 3.375-3.50% 3.25% 3.375-3.625% 2.625-3.25%
Expected life of options granted 7 years 7 years 7 years 7 years
Expected volatility 122% 84% 122% 84%
Expected dividend yield 0% 0% 0% 0%
8
(D) RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In November 2004, FASB issued SFAS No. 151 "Inventory Costs" which amends the
guidance in ARB No. 43, Chapter 4 "Inventory Pricing," to clarify the accounting
for abnormal amounts of idle facility expense, freight, handling costs, and
wasted material (spoilage). Paragraph 5 pf ARB 43, Chapter 4, previously stated
that under some circumstances, items such as idle facility expense, excessive
spoilage, double freight, and rehandling costs may be so abnormal as to require
treatment as current period charges." SFAS No. 151 requires that those items be
recognized as current-period charges regardless of whether they meet the
criterion of "so abnormal." In addition, SFAS No, 151 requires that allocation
of fixed production overheads to the costs of conversion be based on the normal
capacity of the production facilities. SFAS No. 151 shall be effective for
inventory costs incurred during fiscal years beginning after June 15, 2005.
Earlier application is permitted for inventory costs incurred during fiscal
years beginning after the date SFAS No. 151 was issued. SFAS No. 151 shall be
applied prospectively. The Company does not expect the adoption of SFAS No. 151
to have a material effect on its consolidated financial statements.
In December 2004, FASB issued SFAS No. 153 "Exchanges of Nonmonetary Assets"
which amends APB Opinion No. 29, "Accounting for Nonmonetary Transactions." APB
No. 29 is based on the principle that exchanges of nonmonetary assets should be
measured based on the fair value of the assets exchanged. The guidance in that
Opinion, however, included certain exceptions to that principle. SFAS No. 153
amends APB No. 29 to eliminate the exception for nonmonetary exchanges of
similar productive assets and replaces it with a general exception for exchanges
of nonmonetary assets that do not have commercial substance. A nonmonetary
exchange has commercial substance if the future cash flows of the entity are
expected to change significantly as a result of the exchange. SFAS No. 153 will
be effective for nonmonetary asset exchanges occurring in fiscal periods
beginning after June 15, 2005. Earlier application is permitted for nonmonetary
asset exchanges occurring in fiscal periods beginning after the date SFAS No.
153 was issued. SFAS No. 153 shall be applied prospectively. The Company does
not expect the adoption of SFAS No. 153 to have a material effect on its
consolidated financial statements.
In December 2004, FASB issued SFAS No. 123 (revised 2004), "Share-Based
Payment", that focuses primarily on accounting for transactions in which an
entity obtains employee services in share-based payment transactions. This
statement replaces SFAS No. 123, "Accounting for Stock-Based Compensation", and
supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees."
Beginning with our quarterly period that begins January 1, 2006, we will be
required to expense the fair value of employee stock options and similar awards.
As a public company, we are allowed to select from two alternative transition
methods, each having different reporting implications. The impact of SFAS No.
123R on the Company has not been determined at this time.
(3) LIQUIDITY
The accompanying consolidated financial statements are prepared assuming the
Company will continue as a going concern. During the year ended June 30, 2004,
the Company generated an operating loss of $2,057,189. For the ensuing six month
period ended December 31, 2004, an additional operating loss of $2,583,895
occurred. As of December 31, 2004, the Company had an accumulated deficit of
$23,663,020 and total stockholders' deficit of $5,666,340.
During the six month period ended December 31, 2004, the Company sold 360,000
shares of Series B Convertible Preferred Stock that are convertible into
1,200,000 shares of the Company's common stock (at the option of the holder) to
several investors for $360,000. In addition, a note payable-stockholder in the
amount of $240,000 was converted into 240,000 shares of Series B Convertible
Preferred Stock, which is convertible into 800,000 shares of the Company's
common stock (at the option of the holder). As part of these sales, five-year
warrants to purchase up to 1,400,000 shares of the Company's common stock at an
exercise price of $0.20 per share were also granted (see Note 8).
Additionally, during the three month period ended December 31, 2004, the Company
reduced future quarterly operating expenses by approximately $600,000 per
quarter. Additional cost cuts were initiated subsequent to December 31, 2004.
Subsequent to December 31, 2004, the Company has raised additional equity and
debt financing totaling $6.5 million (see Note 9).
Management expects revenues to improve as sales and marketing initiatives
commenced within the last eighteen months allows the Company to more effectively
sell its products and services. In the event these initiatives do not
materialize at the expected rates, management would seek additional financing
through private equity placements or would conserve cash by reducing operating
expenses. There can be no assurance that the Company will be successful in
achieving these objectives. The Company's ability to continue as a going concern
is dependent on it achieving profitability and generating cash flow to fund
operations.
9
(4) COMPREHENSIVE LOSS
Comprehensive loss and its components consist of the following::
THREE MONTHS ENDED SIX MONTHS ENDED
----------------------------- -----------------------------
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
2004 2003 2004 2003
------------- ------------- ------------- -------------
Net loss $ (1,090,647) (797,037) (2,641,632) $ (1,182,214)
Other comprehensive loss:
Foreign currency translation adjustment (357,972) (281,460) (371,651) (308,126)
------------- ------------- ------------- -------------
Comprehensive loss $ (1,448,619) $ (1,078,497) $ (3,013,283) $ (1,490,340)
============= ============= ============= =============
(5) INCOME TAXES
Through December 31, 2004, the Company has U.S. net Federal and State
operating loss carryforwards of approximately $7,100,000 and $2,800,000,
respectively. The net operating loss carryforwards expire in the years
2010 through 2024. The Company recorded a deferred tax asset of $2,615,000
as of December 31, 2004 and June 30, 2004. A valuation allowance has been
provided for the remaining deferred tax assets related to certain foreign
net operating loss carryforwards as of December 31, 2004 and June 30,
2004, respectively.
Federal tax laws impose significant restrictions on the utilization of net
operating loss carryforwards in the event of a change in ownership of the
Company which constitutes an "ownership change," as defined by the
Internal Revenue Code, Section 382. The Company's net operating loss
carryforward may be subject to the above limitations.
The equity financing which occurred subsequent to quarter end may have an
impact on the utilization of net operating loss carryforwards. The Company
has not yet evaluated the impact of this ownership change (see Note 9).
(6) NOTES PAYABLE- STOCKHOLDER
The Company has received interest-bearing advances from a stockholder
under short-term notes. The notes bear interest at 8.5% and mature on
December 31, 2006, with the right to demand payment after September 30,
2005. The notes are collateralized by substantially all of the assets of
the Company. Interest expense was $12,314 and $15,384 for the three month
periods ended December 31, 2004 and 2003, respectively and was $25,297 and
$32,638 for the six month periods ended December 31, 2004 and 2003,
respectively.
In December 2004, one of the notes in the amount of $239,384, together
with $616 of accrued but unpaid interest, was converted by the stockholder
into 240,000 shares of the newly created Series B Preferred Stock (see
Note 8). Subsequent to December 31, 2004, in connection with the sale of
common stock discussed in Note 9, the remaining balance of note
payable-stockholder of approximately $400,000 was converted into shares of
the Company's common stock at a price of $0.25 per share.
10
(7) LINE OF CREDIT AGREEMENTS
In April 2003, the Company entered into a one-year revolving line of
credit agreement with a bank with a credit limit of $300,000. The line of
credit carried an interest rate based on the prime rate plus 2% and was
secured by the assets of its wholly-owned subsidiary CorVu North America,
Inc. and was guaranteed by the Company. In April 2004, the due date of the
line of credit was extended to July 2004 and was subsequently repaid.
In July 2004, the Company entered into a one-year financing agreement with
a bank that provided financing based on eligible receivables up to a
maximum amount of $800,000. The financing agreement carried an interest
rate based on the prime rate plus 2.5% and was collateralized by
substantially all assets of its wholly-owned subsidiary CorVu North
America, Inc. and was guaranteed by the Company. In addition, the Company
paid an additional fee equal to 0.5% per month of the outstanding balance
on each financed receivable. The financing agreement also called for an
up-front loan fee equal to 1% of the maximum facility ($8,000). In
connection with this agreement, the Company issued a seven-year warrant to
purchase up to 38,867 shares of common stock at a price of $0.6175 per
share that expires in July 2011. The fair value of the warrants at the
date of grant were estimated to be approximately $21,000 using the
Black-Scholes pricing model, which will be charged to operations on a
straight-line basis over the term of the facility. The following
assumptions were used to calculate the fair value of the warrants:
dividend yield of 0%; expected volatility of 122%; risk-free interest rate
of 3.625%; and an expected life of seven years. In December 2004, this
agreement was terminated.
In December 2004, the Company entered into a ninety-day revolving line of
credit agreement with a bank with a credit limit of $300,000. The line of
credit carries an interest rate based on the prime rate plus 3% (8.25% as
of December 31, 2004) and is secured by the assets of its wholly-owned
subsidiary CorVu North America, Inc. and is guaranteed by the Company and
an officer of the Company. The agreement is subject to financial covenants
and borrowing base restrictions. In addition, the Company is required to
maintain cash collateral with the bank in the amount of not less than
$100,000. The amount outstanding as of December 31, 2004 of $300,000 is
included in the accompanying consolidated balance sheet. Subsequent to
December 31, 2004, the outstanding balance was paid with proceeds of the
financing discussed in Note 9 and this agreement was terminated.
Interest expense for all facilities for the three and six month periods
ended December 31, 2004 and 2003 was $6,779 and $2,933, respectively, and
$18,929 and $6,252, respectively, which is included in interest expense in
the accompanying consolidated statements of operations. Interest expense
for the three and six month periods ended December 31, 2004 includes
$5,349 and $10,698, respectively, of non-cash charges related to the
warrants issued.
(8) PREFERRED STOCK
During the three month period ended December 31, 2004, the Company
authorized and sold 600,000 shares of Series B Convertible Preferred Stock
at a par value of $0.01 per share. A total of 360,000 shares were sold at
a price of $1.00 per share, resulting in proceeds to the Company of
$360,000. The Company incurred $16,224 of financing costs associated with
the preferred stock offering. The remaining 240,000 were issued as a
result of the conversion of an existing note payable- stockholder (see
Note 6). Under the terms of these shares, holders of the Series B
Convertible Preferred Stock (1) are entitled to a liquidation preference
equal to $1.00 per share in the event of any liquidation or dissolution of
the Company, (2) are entitled to receive a dividend of 6% per annum,
payable quarterly in either cash or common stock, at the option of the
Company and (3) received piggyback registration rights. Shares of the
Series B Convertible Preferred Stock are convertible into shares of the
Company's common stock, at the option of the holder, at a rate of $0.30
per share, or a total of 2,000,000 shares. The conversion price is subject
to adjustment under certain conditions such as stock dividends, stock
splits and reclassifications. In addition, shares of the Series B
Convertible Preferred Stock participate on an as-if converted basis in any
dividends paid of common stock and are entitled to voting rights together
with the common stock, on an as-if converted basis. In addition, the
investors also received five-year warrants to purchase up to 1,400,001
shares of the Company's common stock at an exercise price of $0.20 per
share. The fair value of the warrants at the date of grant was estimated
to be approximately $360,000 using the Black-Scholes pricing model. The
following assumptions were used to calculate the fair value of the
warrants: dividend yield of 0%; expected volatility of 122%; risk-free
interest rate of 3.375%; and an expected life of five years.
The proceeds of the Series B Convertible Preferred Stock of $360,000 and
the conversion of the note payable-stockholder of $240,000 were allocated
between preferred stock, the fair value of the warrants based on using
Black-Scholes pricing model and the beneficial conversion of the preferred
stock. As defined in EITF 00-27 "Application of Issue No. 98-5 to Certain
Convertible Instruments", the resulting beneficial conversion of the
Series B Convertible Preferred Stock of approximately $225,000 was
accounted for as preferred stock dividends during the three month period
ended December 31, 2004.
For their efforts in securing this financing, the Company's placement
agent received a five-year warrant to purchase up to 100,000 shares of the
Company's common stock at an exercise price of $0.20 per share.
11
(9) SUBSEQUENT EVENT
On December 20, 2004, the "Company and ComVest Investment Partners II LLC
("ComVest") signed a term sheet for a financing transaction under which
the Company would have issued 20 million shares of its common stock in
exchange for $5 million. In addition, ComVest would have received
immediately exercisable warrants to purchase 6,000,000 shares of the
Company's common stock at $0.50 per share.
Subsequently, on February 1, 2005, the Company and ComVest signed an
amended term sheet which provided financing as follows: (1) an equity
investment of $3,300,000 in exchange for 22,000,000 shares of the
Company's common stock; (2) a preferred stock and warrant investment of
$1,700,000 in exchange for 17,000 shares of a Series C Convertible
Preferred Stock ("Series C Preferred Stock") yet to be designated, plus
five-year warrants to purchase up to 3,400,000 shares of the Company's
common stock at an exercise price of $0.50 per share, and (3) a
collateralized loan in the principal amount of $1,500,000.
Each share of Series C Preferred Stock will have a par value of $100 and
will convert into 200 shares of the Company's common stock, subject to
customary anti-dilution provisions. The Series C Preferred Stock will
accrue cumulative quarterly dividends of $1.50 per share during the first
year after issuance, $2.25 per share during the second year after
issuance, and $3.00 per share during the third year after issuance. The
Company will have the right to redeem Series C Preferred Stock at any time
upon 10 business days prior written notice upon payment of $100 per share
plus accumulated but unpaid dividends; holders of Series C Preferred Stock
may elect to convert the stock at any time. Upon liquidation of the
Company, each share of Series C Preferred Stock entitles its holder to
receive an amount of $150, prior and in preference to holders of common
stock and any other preferred stock.
The collateralized loan will be secured by substantially all of the assets
of the Company and shall rank senior to any existing or future
indebtedness of the Company. The interest rate for the loan will be 6%
during the first year of the loan, 9% during the second year and 12% for
the third year. The loan becomes immediately due and payable upon the
earlier of (i) 36 months from the date of issuance, (ii) a merger or
combination of the Company or a sale of all or substantially all of the
assets of the Company, or (iii) the acquisition of more than 50% of the
voting power or interest in the Company by a single entity or person.
The Company shall covenant for a period equal to the shorter of (i) three
years from the closing and (ii) such time as ComVest owns less than
5,000,000 shares of the Company's common stock, not to issue any shares of
common stock, or any securities convertible into common stock for an
effective per share price of less than $0.25 per share, without the
approval of ComVest. The Company shall also agree not to incur any
indebtedness for borrowed money other than an asset-based senior line of
credit without the prior approval of ComVest. The Company will have the
obligation to use 50% of any proceeds it may receive in the future upon
the sale of certain equity or debt securities to redeem outstanding Series
C Preferred Stock or to retire the loan.
At the closing of the transaction, ComVest will also receive warrants to
purchase another 2,000,000 shares at $0.50; however, these warrants will
become exercisable only if less than two ComVest designees are members of
the Company's board of directors while ComVest owns more than 5,000,000
shares of the Company's common stock.
All warrants will be subject to anti-dilution protection and contain
cashless exercise provisions.
At closing, the Company will have to pay a cash fee of $240,000 to
ComVest. The closing of the financing is subject to ComVest finishing its
due diligence of the Company and the parties reaching a final agreement
that includes customary closing conditions. Without ComVest's approval,
the Company may not maintain a cash balance of less than $750,000. The
Company is obligated to pay a financial advisory and structuring fee of
$500,000 to ComVest, payable in cash or shares of the Company valued at
$0.25 per share at ComVest's election, if the financing does not close on
or before February 11, 2005 due to the Company's election not to proceed
with the financing without cause or the Company's failure to proceed with
the financing in good faith.
Upon the closing of the financing transaction with ComVest, Delia
MacIntosh, the spouse of the Company's Chief Executive Officer, will
convert the remaining outstanding debt of the Company in the aggregate
amount of approximately $400,000 into shares of Common Stock at the same
terms as the equity financing.
The equity financing which occurred subsequent to quarter end may have an
impact on the utilization of net operating loss carryforwards. The Company
has not yet evaluated the impact of this ownership change.
This transaction was completed on February 11, 2005.
12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
FOR THE THREE AND SIX MONTH PERIODS ENDED DECEMBER 31, 2004
VERSUS DECEMBER 31, 2003
REVENUES:
Total revenue decreased 16% and 15% for the three and six month periods ended
December 31, 2004, respectively, compared to the same periods a year ago.
Software revenues decreased $519,920 (29%) and $876,080 (28%) for the three and
six month periods ended December 31, 2004, respectively, from the same periods
last year. Sales of new software license fees continue to lag behind
expectations. This was caused by several factors, most notably a continued
lengthening of the sales cycles. Management has made, and is currently making
adjustments to the salesforce (see Operating Costs and Expenses below).
Maintenance revenues increased $188,182 (16%) and $131,611 (5%) for the three
and six month periods ended December 31, 2004, respectively, from the same
periods last year. These results reflect continued improvement of maintenance
contract renewals and collections.
Consulting and other revenues decreased $288,971 (30%) and $418,842 (22%), for
the three and six month periods ended December 31, 2004, respectively, from the
same periods last year. Revenues in this area are clearly impacted by the result
in software revenues discussed above. Lower levels of software revenues mean
fewer implementation services revenue.
OPERATING COSTS AND EXPENSES:
Operating expenses decreased $341,060 (7%) for the three month period and
increased $280,038 (3%) for the six month period ended December 31, 2004,
respectively, from the same periods last year.
Generally, operating costs and expenses (with the exception of product
development costs) were lower for the three month period ended December 31, 2004
when compared to the previous periods due to an initiative of expense reduction
that was implemented during the December quarter. This initiatve will result in
future quarterly expenses being reduced by approximately $600,000. This is
coming off a period in which we were aggressively expanding our sales and
marketing efforts during most of fiscal 2004. Subsequent to December 31, 2004,
additional expenses were reduced in an effort to further reduce operating costs.
Cost of maintenance, consulting and other expenses decreased $17,428 (2%) for
the three month period and increased $121,634 (7%) for the six month period
ended December 31, 2004, respectively. The increase reflected for the six month
period ended December 31, 2004 was incurred in the first three months of the
period. We had increased our staffing levels in this area in anticipation of
increased new software revenue activity. When this did not appear to be coming
to fruition, we made immediate cuts in this area to get costs back in line with
sustainable revenue. Costs in this area for the next two fiscal quarters will be
stabilized until new software revenues improve.
Product development costs increased $121,607 (27%) and $204,691 (23%) for the
three and six month period ended December 31, 2004, respectively, from the same
periods last year. We continue to invest in product development initiatives.
Staffing levels have been increased by 10% during the current period when
compared to last fiscal year. Subsequent to December 31, 2004, three positions
were eliminated as part of our cost reduction initiative.
Sales and marketing expenses decreased $236,392 (11%) for the three month period
and increased $58,322 (2%) for the six month period ended December 31 2004,
respectively, from the same periods last year. The reduction in expenses for the
three month period ended December 31, 2004 reflects the cost cuts which occurred
during that period. The cuts included a reduction in headcount (4 salespeople),
as well as reductions in travel and marketing expenses. We expect further
expense reductions in this area for the next fiscal quarter which would be
followed by a stabilization of costs until new software revenues improve.
General and administrative expenses decreased $208,847 (16%) and $104,609 (4%)
for the three and six month periods ended December 31, 2004, respectively, from
the same periods last year. During the period, we terminated all investor
relations contracts which contributed to these results.
INTEREST EXPENSE, NET:
Interest expense, net increased $13,961 (65%) and $16,069 (39%) for the three
and six month period ended December 31, 2004, respectively, reflecting increases
in interest on short-term indebtedness.
13
NET LOSS:
CorVu Corporation reported net losses of $1,090,647 and $2,641,632 for the three
and six month periods ended December 31, 2004, respectively, compared to net
losses of $797,037 and $1,182,214 for the three and six month periods ended
December 31, 2003, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Total cash and cash equivalents increased by $437,546 during the six month
period ended December 31, 2004 from $148,475 as of June 30, 2004 to $586,021 as
of December 31, 2004. Net cash provided by operating activities was $124,238 for
the six month period ended December 31, 2004. Net cash used in investing
activities was $54,671, reflecting the acquisition of capital assets during the
period. Net cash provided by financing activities was $343,776 for the six month
period ended December 31, 2004, the result of proceeds from the sale of 360,000
shares of Series B Convertible Preferred stock, net of expenses. In addition, a
note payable-stockholder in the amount of $240,000 was converted into 240,000
shares of Series B Convertible Preferred stock.
Additionally, during the three month period ended December 31, 2004, the Company
reduced future quarterly operating expenses by approximately $600,000 per
quarter. Additional cost cuts were initiated subsequent to December 31, 2004.
Subsequent to December 31, 2004, the Company has raised additional equity and
debt financing totaling $6.5 million (see Note 9).
Management expects revenues to improve as sales and marketing initiatives
commenced within the last eighteen months allows the Company to more effectively
sell its products and services. The Company has initiated other measures in an
effort to improve operating results. In the event these initiatives do not
result in an improvement to quarterly operating results, management would
conserve cash by further reducing operating expenses. There can be no assurance
that the Company will be successful in achieving this. The Company's ability to
continue as a going concern is dependent on it achieving profitability and
generating cash flow to fund operations. We believe that we will generate
sufficient cash flow from operations to meet our operating cash requirements for
the next 12 months.
(1) CRITICAL ACCOUNTING POLICIES AND ESTIMATES-
Our significant accounting policies are described in Note 1 to the consolidated
financial statements included in our annual report for the year ended June 30,
2004. The accounting policies used in preparing our interim 2005 consolidated
financial statements are the same as those described in our annual report, and
are as follows:
We believe the critical accounting policies listed below affect significant
judgments and estimates used in the preparation of our consolidated financial
statements.
Revenue Recognition. We recognize revenues in accordance with the
provisions of the American Institute of Certified Public Accountants' Statement
of Position (SOP) 97-2, "Software Revenue Recognition," as amended by SOP 98-4
and SOP 98-9, as well as Technical Practice Aids issued from time to time by the
American Institute of Certified Public Accountants, and in accordance with the
Securities and Exchange Commission Staff Accounting Bulletin No. 104, "Revenue
Recognition." We license software under non-cancelable license agreements and
provide related professional services, including consulting, training, and
implementation services, as well as ongoing customer support and maintenance.
Consulting, training and implementation services are not essential to the
functionality of our software products, are sold separately and also are
available from a number of third-party service providers. Accordingly, revenues
from these services are generally recorded separately from the license fee. Our
specific revenue recognition policies are as follows:
Software License Fees -- Software license fee revenues from end-users and
resellers are generally recognized when there is an executed license
agreement, software has been delivered to the customer, the license fee is
fixed and payable within 12 months, collection is deemed probable and
product returns are reasonably estimable. Revenues related to multiple
element arrangements are allocated to each element of the arrangement
based on the fair values of elements such as license fees, maintenance,
and professional services. Fair value is determined based on vendor
specific objective evidence.
Maintenance, Consulting and other - Revenues from training and
consulting services are recognized as services are provided to
customers. Revenues from maintenance contracts are deferred and
recognized ratably over the term of the maintenance agreements.
Software Development Costs. Software development costs are expensed as incurred
until technological feasibility is established. Software development costs
incurred subsequent to establishing technological feasibility are capitalized
and amortized over their estimated useful lives. Management is required to use
professional judgment in determining whether development costs meet the criteria
for immediate expense or capitalization.
Allowance for Doubtful Accounts. We maintain allowances for doubtful accounts
for estimated losses resulting from the inability of our customers to make
required payments. If the financial condition of our customers were to
deteriorate, resulting in an impairment of their ability to make payments,
additional allowances may be required or revenue could be deferred until
collectibility becomes probable.
Contingencies. We are subject to the possibility of various loss contingencies
in the normal course of business. We accrue for loss contingencies when a loss
is estimable and probable.
14
CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS
This Quarterly Report on Form 10-QSB, including the information incorporated by
reference herein and the exhibits hereto, and other written and oral statements
made from time to time by us may include "forward-looking" statements.
Forward-looking statements broadly involve our current expectations for future
results. Any statement that is not a historical fact, including estimates,
projections, future trends and the outcome of events that have not yet occurred,
are forward-looking statements. Our forward-looking statements generally relate
to our financing plans, trends affecting our financial condition or results of
operations, our growth and operating strategy, product development, competitive
strengths, the scope of our intellectual property rights, sales efforts, and the
declaration and payment of dividends. Words such as "anticipates," "believes,"
"could" "estimates," "expects," "forecast," "intend," "may," "plan," "possible,"
"project," "should," "will" and similar expressions generally identify our
forward-looking statements. You must carefully consider forward-looking
statements and understand that such statements involve a variety of assumptions,
risks and uncertainties, known and unknown, and may be affected by a number of
factors, including, among others, the factors discussed in our Annual Report on
Form 10-KSB for the year ended June 30, 2004.
We also caution you that forward-looking statements speak only as of the date
made. We undertake no obligation to update any forward-looking statement, but
investors are advised to consult any further disclosures by us on this subject
in our filings with the Securities and Exchange Commission, especially on Forms
10-KSB, 10-QSB, and 8-K (if any), in which we discuss in more detail various
important factors that could cause actual results to differ from expected or
historic results. We intend to take advantage of the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995 regarding our
forward-looking statements, and are including this sentence for the express
purpose of enabling us to use the protections of the safe harbor with respect to
all forward-looking statements.
ITEM 3. CONTROLS AND PROCEDURES
Management of the Company has evaluated, with the participation of the Chief
Executive Officer and Chief Financial Officer of the Company, the effectiveness
of the Company's disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) as of the end of the fiscal quarter covered by this
Quarterly Report on Form 10-QSB. Based on that evaluation, the Chief Executive
Officer and Chief Financial Officer of the Company have concluded that the
Company's disclosure controls and procedures as of the end of the fiscal quarter
covered by this Quarterly Report on Form 10-QSB are effective to provide
reasonable assurance that information required to be disclosed by the Company in
the reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
rules and forms of the Securities and Exchange Commission. Management of the
Company has also evaluated, with the participation of the Chief Executive
Officer and Chief Financial Officer of the Company, any change in the Company's
internal control over financial reporting (as defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act) that occurred during the fiscal quarter
covered by this Quarterly Report on Form 10-QSB. There was no change in the
Company's internal control over financial reporting identified in that
evaluation that occurred during the fiscal quarter covered by this Quarterly
Report on Form 10-QSB that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial reporting.
Management is aware that there is a lack of segregation of duties due to the
small number of employees dealing with general administrative and financial
matters. However, management has decided that considering the employees involved
and the control procedures in place, risks associated with such lack of
segregation of duties are insignificant and the potential benefits of adding
employees to clearly segregate duties do not justify the expenses associated
with such increases.
15
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
See Item 3 of Part II of Form 10-KSB for the year ended June 30, 2004.
Item 2. Changes in Securities.
Item 3. Default Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
(a) The Annual Meeting of the Company's shareholders was held on
December 9, 2004.
(b) At the Annual Meeting a proposal to set the number of directors at
six was adopted by a vote of 20,348,826 shares in favor, with 49,947
shares against, 14,400 shares abstaining, and no shares represented
by broker nonvotes.
(c) Proxies for the Annual Meeting were solicited pursuant to Regulation
A under the Securities Exchange Act of 1934, there was no
solicitation in opposition to management's nominees, and the
following persons were elected directors of the Company to serve
until the next annual meeting of shareholders and until their
successors shall have been duly elected and qualified:
Nominee Number of Votes
For Number of Votes Against Number of Votes Abstained
------------------------- ------------------------- -------------------------
David C. Carlson 20,384,565 28,608 0
Daniel Fishback 20,391,565 21,608 0
Ismail Kurdi 20,384,565 28,608 0
Justin M. MacIntosh 20,375,589 37,584 0
James L. Mandel 20,384,565 28,608 0
(d) The selection of Virchow, Krause & Company, LLP, as the Company's
independent auditors for the current fiscal year was approved by a
vote of 20,347,526 shares in favor, with 14,850 shares against,
50,797 shares abstaining and no shares represented by broker
nonvotes.
Item 5. Other Information.
None
Item 6. Exhibits.
(a) Exhibits: See Exhibit Index on page following Certifications the
signature page of this Form 10-QSB.
16
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.
CORVU CORPORATION
Date: February 14, 2005 By /s/ David C. Carlson
----------------------------------
David C. Carlson
Chief Financial Officer
16
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17
EXHIBIT INDEX
Exhibit
Number Description
3.1 Articles of incorporation of the Company as amended to date,
incorporated by reference to Form 8-K filed on
November 17, 2004
10.1 Promissory Note dated December 2, 2004 from CorVu
North America, Inc. to Commerce Bank
10.2 CorVu Corporation Guaranty Agreement with Commerce Bank
10.3 CorVu Corporation Debt Subordination Agreement with Commerce
Bank
10.4 Letter of Intent dated December 20, 2004 between CorVu
Corporation and ComVest Investment Partners II LLC
10.5 Letter of Intent dated January 31, 2005 between CorVu
Corporation and ComVest Investment Partners II LLC
31.1 Certification of CEO Pursuant to Section 302 of Sarbanes-Oxley
Act of 2002
31.2 Certification of CFO Pursuant to Section 302 of Sarbanes-Oxley
Act of 2002
32.1 Certification of CEO Pursuant to Section 906 of Sarbanes-Oxley
Act of 2002
32.2 Certification of CFO Pursuant to Section 906 of Sarbanes-Oxley
Act of 2002
18