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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 MARCH 31, 2005
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 APRIL 30, 2005: 49,483,268
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CORVU CORPORATION
INDEX TO FORM 10-QSB
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets March 31, 2005 (Unaudited) and June 30, 2004
Consolidated Statements of Cash Flows (Unaudited) Nine Month Periods Ended
March 31, 2005 and 2004
Consolidated Statements of Operations (Unaudited) Three and Nine Month
Periods Ended March 31, 2005 and 2004
Notes to Unaudited Consolidated Financial Statements For the Three and
Nine Month Periods Ended March 31, 2005 and 2004
Item 2. Management's Discussion and Analysis or Plan of Operation
Item 3. Controls and Procedures
PART II OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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
MARCH 31, 2005 JUNE 30, 2004
-------------- --------------
(UNAUDITED) (AUDITED)
ASSETS
Current assets:
Cash and cash equivalents $ 3,069,591 148,475
Trade accounts receivable, net of allowance for doubtful accounts
of $129,000 and $112,000, respectively 3,451,603 4,207,058
Deferred income taxes -- 727,000
Prepaid expenses and other 305,034 285,384
-------------- --------------
Total current assets 6,826,228 5,367,917
Furniture, fixtures and equipment, net 234,103 262,619
Deferred income taxes 2,615,000 1,888,000
-------------- --------------
$ 9,675,331 7,518,536
============== ==============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Line of credit $ -- 300,000
Accounts payable 1,126,231 1,489,123
Accrued compensation and related costs 1,970,034 2,425,730
Deferred revenue 5,534,324 4,948,118
Accrued interest 12,082 100,534
Other accrued expenses 848,555 911,966
-------------- --------------
Total current liabilities 9,491,226 10,175,471
-------------- --------------
Long-term debt 1,500,000 --
Notes payable-stockholder -- 600,784
-------------- --------------
Total Liabilities 10,991,226 10,776,255
-------------- --------------
Stockholders' deficit:
Undesignated capital stock, 23,383,000 shares at March 31, 2005
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
March 31, 2005 and June 30, 2004, respectively -- --
Series B convertible preferred stock, par value $0.01 per share;
600,000 shares authorized; 360,000 and 0 outstanding at March 31, 2005 and
June 30, 2004, respectively, liquidation preference of $360,000 at March
31, 2005 3,600 --
Series C convertible preferred stock, par value $100 per share;
17,000 shares authorized; 17,000 and 0 outstanding at March 31, 2005 and
June 30, 2004, respectively, liquidation preference of $2,550,000 at March
31, 2005 1,782,500
Common stock, $0.01 par value; 75,000,000 shares authorized; 49,474,268 and
23,970,268 shares issued and outstanding at
March 31, 2005 and June 30, 2004, respectively 494,743 239,703
Additional paid-in capital 22,011,550 18,026,955
Accumulated deficit (24,505,662) (20,792,143)
Deferred compensation (17,900) (23,616)
Other comprehensive loss (1,084,726) (708,618)
-------------- --------------
Total stockholders' deficit (1,315,895) (3,257,719)
-------------- --------------
Total liabilities and stockholders' deficit $ 9,675,331 7,518,536
============== ==============
See accompanying notes to unaudited consolidated financial statements.
3
CORVU CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited)
Nine Month Periods Ended March 31, 2005 and 2004
2005 2004
----------- -----------
Cash flows from operating activities:
Net loss $(3,381,117) (1,508,733)
Adjustments to reconcile net loss to net cash provided by operating
activities:
Depreciation 121,029 103,089
Warrants and stock options vested 25,900 138,654
Changes in operating assets and liabilities:
Trade accounts receivable, net 655,455 (978,690)
Prepaid expenses and other (19,650) (65,825)
Accounts payable (462,892) 572,071
Accrued compensation and related costs (555,696) 135,021
Deferred revenue 486,206 345,810
Accrued interest (88,452) (76,461)
Other accrued expenses (62,275) 31,276
----------- -----------
Net cash used in operating activities (3,281,492) (1,303,788)
----------- -----------
Cash flows from investing activities:
Capital expenditures (92,513) (101,919)
----------- -----------
Net cash used in investing activities (92,513) (101,919)
----------- -----------
Cash flows from financing activities:
Proceeds from sale of common stock, net 3,007,335 1,396,667
Proceeds from sale of Series B convertible preferred stock, net 344,583 --
Proceeds from sale of Series C convertible preferred stock 1,700,000 --
Exercise of employee stock options -- 46,229
Repurchase of common stock -- (154,000)
Payments on notes payable-stockholder -- (210,605)
Borrowings on long-term debt 1,500,000 --
Repayment of line of credit (300,000) --
Borrowings on line of credit -- 50,000
----------- -----------
Net cash provided by financing activities 6,251,918 1,128,291
Effect of exchange rate changes on cash 43,203 (39,867)
----------- -----------
Net increase (decrease) in cash and cash equivalents 2,921,116 (317,283)
Cash and cash equivalents at beginning of period 148,475 643,346
----------- -----------
Cash and cash equivalents at end of period $ 3,069,591 326,063
=========== ===========
Supplemental cash flow disclosures:
Cash paid during the period for interest $ 189,356 142,258
Cash paid during the period for income taxes -- 43,869
=========== ===========
Non-cash investing and financing activities:
Series B Convertible Preferred Stock issued for cancellation of note
payable-stockholder, subsequently converted into common stock $ 240,000 --
Common stock issued for cancellation of note payable-stockholder 405,600 --
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 Nine Month Periods Ended March 31, 2005 and 2004
THREE MONTHS ENDED NINE MONTHS ENDED
---------------------------------- ----------------------------------
MARCH 31, 2005 MARCH 31, 2004 MARCH 31, 2005 MARCH 31, 2004
--------------- --------------- --------------- ---------------
Revenues:
Software and license fees $ 1,213,434 1,947,935 3,515,973 5,126,554
Maintenance fees 1,492,390 1,630,643 4,075,023 4,081,665
Consulting and other 867,616 894,931 2,350,694 2,796,851
--------------- --------------- --------------- ---------------
Total revenues 3,573,440 4,473,509 9,941,690 12,005,070
--------------- --------------- --------------- ---------------
Operating costs and expenses:
Cost of maintenance, consulting,
and other 883,518 902,967 2,671,721 2,569,536
Product development 552,681 464,785 1,651,139 1,358,552
Sales and marketing 1,676,198 2,190,074 5,479,075 5,934,629
General and administrative 1,165,692 1,228,769 3,428,299 3,595,985
--------------- --------------- --------------- ---------------
Total operating costs and expenses 4,278,089 4,786,595 13,230,234 13,458,702
--------------- --------------- --------------- ---------------
Operating loss (704,649) (313,086) (3,288,544) (1,453,632)
Interest expense, net (34,836) (13,433) (92,573) (55,101)
--------------- --------------- --------------- ---------------
Loss before income taxes (739,485) (326,519) (3,381,117) (1,508,733)
Benefit from income taxes -- -- -- --
--------------- --------------- --------------- ---------------
Net loss (739,485) (326,519) (3,381,117) (1,508,733)
Preferred stock dividends (103,157) -- (332,402) --
--------------- --------------- --------------- ---------------
Loss attributable to common
stockholders $ (842,642) (326,519) (3,713,519) (1,508,733)
========================================================================
Net loss per common share--basic $ (0.02) (0.01) (0.12) (0.07)
Net loss attributable to common
stockholders per common share- basic $ (0.02) (0.01) (0.13) (0.07)
Weighted average shares
outstanding--basic 37,855,779 23,631,776 28,531,202 22,785,381
Net loss per common share--diluted $ (0.02) (0.01) (0.12) (0.07)
Net loss attributable to common
stockholders per common share-
diluted $ (0.02) (0.01) (0.13) (0.07)
Weighted average shares
outstanding--diluted 37,855,779 23,631,776 28,531,202 22,785,381
See accompanying notes to unaudited consolidated financial statements.
5
CORVU CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE
MONTH PERIODS ENDED MARCH 31, 2005 AND 2004
(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 nine months ended March 31, 2005 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.
Following is a reconciliation of basic and diluted net loss attributable
to common stockholders per common share for the three and nine months
ended March 31, 2005 and 2004, respectively:
THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31, MARCH 31,
---------------------------- ----------------------------
2005 2004 2005 2004
------------ ------------ ------------ ------------
Net loss attributable to common
stockholders $ (842,642) (326,519) (3,713,519) (1,508,733)
Weighted average shares outstanding 37,855,779 23,631,776 28,531,202 22,785,381
Net loss attributable to common
stockholders per common share--
basic $ (0.02) (0.01) (0.13) (0.07)
Net loss per common share -- diluted:
Net loss attributable to common
stockholders $ (842,642) (326,519) (3,713,519) (1,508,733)
Weighted average shares outstanding 37,855,779 23,631,776 28,531,202 22,785,381
Common stock equivalents 0 0 0 0
Weighted average shares and
potential diluted shares
outstanding 37,855,779 23,631,776 28,531,202 22,785,381
Net loss attributable to common
stockholders per common share --
Diluted $ (0.02) (0.01) (0.13) (0.07)
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 March 31, 2005 and 2004 totaling 14,388,964
and 7,859,890, respectively, were excluded from the computation of common share
equivalents for the three and nine months ended March 31, 2005 and 2004 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.
Had 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 NINE MONTHS ENDED
MARCH 31, MARCH 31,
------------------------------ ------------------------------
2005 2004 2005 2004
------------- ------------- ------------- -------------
Loss attributable to common stockholders:
As reported $ (842,642) (326,519) (3,713,519) (1,508,733)
Pro forma (872,574) (585,707) (3,939,763) (1,871,750)
Basic net loss per common share:
As reported (0.02) (0.01) (0.13) (0.07)
Pro forma (0.02) (0.02) (0.14) (0.08)
Diluted net loss per common share:
As reported (0.02) (0.01) (0.13) (0.07)
Pro forma (0.02) (0.02) (0.14) (0.08)
Stock based compensation:
As reported 0 30,150 0 138,654
Pro forma 29,932 259,188 226,244 363,017
In determining the compensation cost of options granted during the three and
nine months ended March 31, 2005 and 2004, 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 NINE MONTHS ENDED
MARCH 31, MARCH 31,
---------------------------------- ----------------------------------
2005 2004 2005 2004
--------------- --------------- --------------- ---------------
Risk-free interest rate 3.375-3.50% 2.625-3.25% 3.375-3.625% 2.625-3.25%
Expected life of options granted 7 years 5-7 years 5-7 years 5-7 years
Expected volatility 122% 122% 122% 122%
Expected dividend yield 0% 0% 0% 0%
8
(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 nine month period ended March 31, 2005, an additional operating
loss of $3,288,544 occurred. As of March 31, 2005, the Company had an
accumulated deficit of $24,505,662 and total stockholders' deficit of
$1,315,895.
During the nine month period ended March 31, 2005, the Company has raised
approximately $6.9 million in debt and equity financing (see Notes).
Proceeds are being used to fund operating losses and to retire its line of
credit. In addition, the existing notes payable-stockholder have been
converted into approximately 3.5 million shares of the Company's common
stock at prices ranging from $0.15-0.30 per share.
Over the past six months, because revenues have not improved to the extent
anticipated, management has initiated expense reductions in all areas.
Additional expense reductions can be expected to occur in future periods
until profitable operations are achieved. If management is not successful
in achieving this, the Company may seek additional financing through
private equity or debt placements or additional expense reductions would
be initiated to conserve cash. 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.
(4) COMPREHENSIVE LOSS
Comprehensive loss and its components consist of the following:
THREE MONTHS ENDED NINE MONTHS ENDED
---------------------------------- ----------------------------------
MARCH 31, 2005 MARCH 31, 2004 MARCH 31, 2005 MARCH 31, 2004
--------------- --------------- --------------- ---------------
Net loss $ (739,485) (326,519) (3,381,117) $ (1,508,733)
Other comprehensive loss:
Foreign currency translation
adjustment (4,457) (96,637) (376,108) (404,763)
--------------- --------------- --------------- ---------------
Comprehensive loss $ (743,942) $ (423,156) $ (3,757,225) $ (1,913,496)
=============== =============== =============== ===============
(5) INCOME TAXES
Through March 31, 2005, the Company has U.S. Federal and State operating
loss carryforwards of approximately $7,800,000 and $2,800,000,
respectively. The net operating loss carryforwards expire in the years
2010 through 2024. The Company has recorded a deferred tax asset of
$2,615,000 as of March 31, 2005 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 March 31, 2005 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.
9
(6) NOTES PAYABLE- STOCKHOLDER
The Company had received interest-bearing advances from a stockholder
under short-term notes. The notes carried an interest rate of 8.5% per
year and were scheduled to mature on December 31, 2006, with the right to
demand payment after September 30, 2005. The notes were collateralized by
substantially all of the assets of the Company. Interest expense was
$6,542 and $14,221 for the three month periods ended March 31, 2005 and
2004, respectively and $29,060 and $46,859 for the nine month periods
ended March 31, 2005 and 2004, 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 Convertible Preferred
Stock (see Note 8). In February 2005, 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 2,704,000
shares of the Company's common stock at a price of $0.15 per share and the
240,000 shares of Series B Convertible Preferred Stock were converted into
800,000 shares of common stock at a price of $0.30 per share.
(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 March 2005, the warrants issued in connection
with this financing agreement were cancelled.
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 carried an interest rate based on the prime rate plus 3% and was
secured by the assets of its wholly-owned subsidiary CorVu North America,
Inc. and was guaranteed by the Company and an officer of the Company. The
agreement was subject to financial covenants and borrowing base
restrictions. In addition, the Company was required to maintain cash
collateral with the bank in the amount of not less than $100,000. In
February 2005, 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 nine month periods
ended March 31, 2005 and 2004 was $2,903 and $4,720, respectively, and
$11,134 and $10,972, respectively, which is included in interest expense
in the accompanying consolidated statements of operations.
10
(8) SERIES B CONVERTIBLE PREFERRED STOCK
During the nine month period ended March 31, 2005, 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 $15,417 of financing costs associated with the preferred
stock offering. The remaining 240,000 shares were issued as a result of
the conversion of an existing note payable-stockholder (see Note 6).
Subsequently, in February 2005, these 240,000 shares were converted into
800,000 shares of the Company's common stock at a price of $0.30 per
share.
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 1,200,000 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 the three and nine month periods ended March
31, 2005, the Company has recorded accrued dividends of $7,057 and
$10,769, respectively.
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) DEBT AND EQUITY FINANCING TRANSACTION
In February 2005, the Company and ComVest Investment Partners LLC
(ComVest) completed a debt and equity financing which included: (1) an
equity investment of $3,300,000 in exchange for 22,000,000 shares of the
Company's common stock at a price of $0.15 per share; (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"),
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 Convertible Preferred Stock has a par value of $100
and is convertible into 200 shares of the Company's common stock, subject
to customary anti-dilution provisions. The Series C Convertible Preferred
Stock accrues 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 has the right to redeem Series C Convertible 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
Convertible Preferred Stock may elect to convert the stock at any time.
Upon liquidation of the Company, each share of Series C Convertible
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. In accordance with Staff Accounting Bulletin Topic 5, "Increasing
Rate Preferred Stock", the Company has increased the carrying value of the
Series C Convertible Preferred stock by $90,000, represented as the net
present value of the difference between the actual stated value of
dividends payable in the first two years after issuance and the effective
dividends based on a 12% market rate during those periods. For the three
and nine month periods ended March 31, 2005, the Company has amortized
$7,500 of the effective dividend discussed above. In addition, the Company
has recorded accrued dividends of $13,600 as of March 31, 2005.
The collateralized loan is secured by substantially all of the assets of
the Company and ranks senior to any existing or future indebtedness of the
Company. The interest rate for the loan is 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 has recorded accrued
interest in the amount of $12,082, which is included in interest expense
in the accompanying statement of operations for the three and nine month
periods ended March 31, 2005. The collateralized loan balance in the
amount of $1.5 million is included as long-term debt in the accompanying
balance sheet as of March 31, 2005.
The Company shall covenant for a period equal to the shorter of (i) three
years from the closing or (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 Convertible Preferred Stock or to retire the loan.
At the closing of the transaction, ComVest also received 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 paid ComVest a cash fee of $240,000. Without
ComVest's approval, the Company may not maintain a cash balance of less
than $750,000.
Upon the closing of the financing transaction with ComVest, Delia
MacIntosh, the spouse of the Company's Chief Executive Officer, converted
the remaining outstanding debt of the Company in the aggregate amount of
approximately $400,000 into 2,704,000 shares of Common Stock at the same
terms as the equity financing.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
FOR THE THREE AND NINE MONTH PERIODS ENDED MARCH 31, 2005
VERSUS MARCH 31, 2004
REVENUES:
Total revenue decreased 20% and 17% for the three and nine month periods ended
March 31, 2005, respectively, compared to the same periods a year ago.
Software revenues decreased $734,501 (38%) and $1,610,581 (31%) for the three
and nine month periods ended March 31, 2005, 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. In addition, since the first quarter of this
year, we have reduced our salesforce by approximately 40% due to the lack of new
software revenues.
Maintenance revenues decreased $138,253 (8%) and $6,642 (1%) for the three and
nine month periods ended March 31, 2005, respectively, from the same periods
last year. Timing of the collection of maintenance contracts affects quarter to
quarter recognition since the Company does not recognize maintenance revenue
until the cash is collected. For the nine month period ended March 31, 2005, we
have been able to maintain our maintenance revenue stream in spite of the lack
of new software revenues as discussed above.
Consulting and other revenues decreased $27,315 (3%) and $446,157 (16%), for the
three and nine month periods ended March 31, 2005, respectively, from the same
periods last year. Revenues in this area are clearly impacted by the result in
software revenues discussed above.
OPERATING COSTS AND EXPENSES:
Operating expenses decreased $508,506 (11%) and $228,468 (2%) for the three and
nine month periods ended March 31, 2005, respectively, from the same periods
last year.
Cost of maintenance, consulting and other expenses decreased $19,449 (2%) for
the three month period and increased $102,185 (4%) for the nine month period
ended March 31, 2005, respectively. Most of the increase experienced for the
nine month period occurred during our first quarter of this year when we were
anticipating demand for services to increase as new software sales were closed.
Since that time, due to the lack of new software revenues, we have been reducing
staffing levels in this area from a peak of 32 employees as of the end of the
first quarter (September 30, 2004) to a current level of 26 employees.
Subsequent to the end of March 2005, three additional staff positions were
eliminated which will further reduce quarterly costs by approximately $75,000.
We will continue to monitor the effectiveness of expenses in this area until
revenues improve.
Product development costs increased $87,896 (19%) and $292,587 (22%) for the
three and nine month period ended March 31, 2005, respectively, from the same
periods last year. We continue to invest in product development initiatives and,
had actually increased staffing levels in this area early in this fiscal year.
However, since that time, we reduced the number of employees in this area by
approximately 15% (4 positions) which will reduce costs in future quarters. We
will continue to monitor the effectiveness of expenses in this area until
revenues improve.
Sales and marketing expenses decreased $513,876 (23%) and $455,554 (8%) for the
three and nine month periods ended March 31, 2005, respectively, from the same
periods last year. As discussed above, new software revenues have been below
expectations, requiring us to reduce headcount in this area by approximately
40%. This reduction in workforce will have the effect of reducing other related
expenses such as travel and marketing activities. During the three month period
ended March 31, 2005, a total of 11 positions were eliminated. Costs included in
that quarter, including one-time severance costs, that will not be included in
our next fiscal quarter are approximately $360,000. Subsequent to March 31,
2005, additional costs were reduced by approximately $100,000. We will continue
to monitor the effectiveness of expenses in this area until revenues improve.
13
General and administrative expenses decreased $63,077 (5%) and $167,686 (5%) for
the three and nine month periods ended March 31, 2005, respectively, from the
same periods last year. Expense reductions have occurred in several areas of
operating expenses but, primarily were the result of the curtailment of investor
relations activities. In addition, at the end of the three month period ended
March 31, 2005, the Company terminated its relationship with an executive due to
certain changes in the Company's personnel structure. Included in the expenses
incurred for the three month period ended March 31, 2005, is approximately
$220,000 of expenses, including severance pay, which will not be incurred in
future quarters. We will continue to monitor the effectiveness of expenses in
this area until revenues improve.
INTEREST EXPENSE, NET:
Interest expense, net increased $21,403 (159%) and $37,472 (68%) for the three
and nine month period ended March 31, 2005, respectively, reflecting increases
in interest on indebtedness. Our level of indebtedness has increased over the
past twelve months from approximately $900,000 as of March 31, 2004 to $1.5
million as of March 31, 2005.
NET LOSS:
CorVu Corporation reported net losses of $739,485 and $3,381,117 for the three
and nine month periods ended March 31, 2005, respectively, compared to net
losses of $326,519 and $1,508,733 for the three and nine month periods ended
March 31, 2004, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Total cash and cash equivalents increased by $2,921,116 during the nine month
period ended March 31, 2005 from $148,475 as of June 30, 2004 to $3,069,591 as
of March 31, 2005. Net cash used by operating activities was $3,281,492 for the
nine month period ended March 31, 2005 which reflects our continuing operating
losses. Net cash used in investing activities was $92,513, reflecting the
acquisition of capital assets during the period. Net cash provided by financing
activities was $6,251,918 for the nine month period ended March 31, 2005, the
result of proceeds from the sale of 360,000 shares of Series B Convertible
Preferred stock for $360,000 (net of expenses) and the closing of a $6.5 million
debt and equity financing transaction with ComVest Investment Partners LLC. In
addition, notes payable-stockholder were converted into approximately 3.5
million shares of common stock in connection with the financing transaction with
ComVest.
Over the past six months, because revenues have not improved to the extent
anticipated, management has initiated expense reductions in all areas.
Additional expense reductions can be expected to occur in future periods until
profitable operations are achieved. If management is not successful in achieving
this, the Company may seek additional financing through private equity or debt
placements or additional expense reductions would be initiated to conserve cash.
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.
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.
14
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.
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
15
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.
16
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
As reported in Form 8-K filed with the SEC on February 16, 2005, under
a signed Securities Purchase Agreement with ComVest Investment Partners
II LLC (ComVest) dated February 11, 2005, the Company issued a total of
22,000,000 shares of common stock for a purchase price of $3,300,000
and 17,000 shares of Series C Convertible Preferred Stock plus
five-year warrants to purchase up to 3,400,000 shares of the common
stock at an exercise price of $0.50 per share for an aggregate purchase
price of $1,700,000. In addition, the Company granted additional
warrants to ComVest to purchase up to 2,000,000 shares of common stock
at an exercise price of $0.50 per share; however, these warrants become
exercisable only if less than two ComVest designees are members of the
Company's board of directors and ComVest owns less than 5,000,000
shares of the Company's common stock.
For the issuance of securities to ComVest, the Company relied upon
Section 4(2) of the Securities Act for an exemption for transactions
not involving a public offering.
Item 3. Default Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information.
None
Item 6. Exhibits.
See Exhibit Index on page following Certifications the signature page
of this Form 10-QSB.
17
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: May 11, 2005 By /s/ David C. Carlson
--------------------------
David C. Carlson
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
3.1* Articles of incorporation of CorVu Corporation, as amended to date
4.1 Rights of Holders of Series C Convertible Preferred Stock (Contained
in Exhibit 3.1)
4.2* Registration Rights Agreement dated February 11, 2005 between CorVu
Corporation and ComVest Investment Partners II LLC
10.1*+ Separation Agreement dated March 22, 2005 with Alan Missroon
10.2* Lease dated March 24, 2005 between 3 Furzeground (No. 1) Limited and
3 Furzeground (No. 2) Limited and CorVu plc
10.3*+ Amendment No. 4 to Employment Agreement dated February 11, 2005
between CorVu Corporation and Justin MacIntosh
10.4* Securities Purchase Agreement dated as of February 11, 2005 among
CorVu Corporation, ComVest Partners II LLC and the Subsidiaries
10.5* Security Agreement dated February 11, 2005 among CorVu Corporation,
CorVu North America, Inc. and ComVest Investment Partners II LLC
10.6* Stockholders' Agreement dated as of February 11, 2005 among certain
stockholders and ComVest Investment Partners II LLC
10.7* Senior Secured Promissory Note dated February 11, 2005 payable to
ComVest Investment Partners II LLC
10.8* Protective Warrant dated February 11, 2005 issued to ComVest
Investment Partners II LLC
10.9* Preferred Warrant dated February 11, 2005 issued to 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
* Filed herewith
+ Management contract or compensatory plan required to be filed as an exhibit.
19