8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 29, 2004

INTERWOVEN, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-27389	77-0523543
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

803 11^TH Avenue

Sunnyvale, CA 94089

(Address of principal executive offices)

Registrant’s telephone number, including area code: (408) 774-2000

Not Applicable

(Former name or former address, if changed since last report)

Item 7.	Financial Statements, Pro Forma Financial Information and Exhibits.
(c)	Exhibits.

Exhibit No.	Description
99.1	Press Release dated January 29, 2004*

* This exhibit is furnished with this Current Report on Form 8-K and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, and is not incorporated by reference into any filing of Interwoven, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in the filing.

Item 12. Results of Operations and Financial Condition

The press release includes pro forma operating results and a reconciliation of pro forma operating results to generally accepted accounting principles is provided in the schedules to the attached press release. Interwoven, Inc. (the “Company”) provides pro forma results as additional information to its consolidated results of operations. These pro forma measures are not in accordance with, or an alternative for, generally accepted accounting principles and may be different from pro forma measures used by other companies. Interwoven believes that the presentation of pro forma results provides useful information to management and investors regarding certain additional financial and business trends relating to its consolidated financial condition and results of operations. Readers of Interwoven’s consolidated financial statements are advised to review and consider carefully the financial information prepared in accordance with generally accepted accounting principles contained in this press release and Interwoven’s periodic filings with the Securities and Exchange Commission.

On January 29, 2004, the Company presented its consolidated financial results for the year ended December 31, 2003 in a conference call with shareholders, investors and analysts. The conference call was announced on January 5, 2004, and was available to the public through live teleconference and audio webcast and will continue to be available through audio replay or webcast replay. During this conference call, Interwoven, Inc. presented a slide in its webcast containing previously reported net loss per share over the current and the previous four quarters, on a basis of generally accepted accounting principles and on a pro forma basis. This information, along with a reconciliation to comparable financial measures in accordance with generally accepted accounting principles, is presented below.

	Three Months Ended
(in thousands, except for per share amounts)	Dec. 31, 2002			Mar. 31, 2003			June 30, 2003			Sept. 30, 2003			Dec. 31, 2003
Net loss as reported	$	(32,538	)	$	(9,100	)	$	(7,194	)	$	(18,840	)	$	(12,397	)
Add back of certain charges:
Amortization of purchased technology		—			—			—			—			1,962
Amortization of stock-based compensation		595			514			493			475			866
Amortization of intangible assets		444			444			444			657			803
In-process research and development		—			—			599			—			4,575
Restructuring and excess facilities charges		28,441			1,066			1,311			13,324			3,112
Pro forma net loss	$	(3,058	)	$	(7,076	)	$	(4,347	)	$	(4,384	)	$	(1,079	)
Basic and diluted pro forma net loss per share	$	(0.12	)	$	(0.28	)	$	(0.17	)	$	(0.17	)	$	(0.03	)
Shares used in computing basic and diluted net loss per share		25,452			25,541			25,659			26,398			32,742

The information contained in this Item 12 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, and is not incorporated by reference into any filing of Interwoven, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in the filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INTERWOVEN, INC.
January 29, 2004	By:	/s/ DAVID M. ALLEN
		David M. Allen
		Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

99.1 Press Release dated January 29, 2004.*

* This exhibit is furnished with this Current Report on Form 8-K and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, and is not incorporated by reference into any filing of Interwoven, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in the filing.

EX-99.1

EXHIBIT 99.1

Interwoven Announces Fourth Quarter and Year-End 2003 Results

78 New Customers Purchase Interwoven in Q4; The New Interwoven Now Provides the

Best-Integrated ECM Platform in the Industry

SUNNYVALE, Calif., - January 29, 2004 - Interwoven, Inc. (Nasdaq: IWOV), the world’s next-generation enterprise content management (ECM) company, today announced its financial results for the fourth quarter and year ended December 31, 2003.

Interwoven reported total revenues of $33.7 million for the fourth quarter, an increase of 29% sequentially from the $26.1 million posted in the quarter ended September 30, 2003, and an increase of 8% from total revenues of $31.1 million for the same period last year. Net loss for the fourth quarter of 2003 calculated in accordance with generally accepted accounting principles was $12.4 million, or $0.38 per share, as compared to a net loss of $32.5 million, or $1.28 per share, for the same period last year. On a pro forma basis, Interwoven reported a net loss of $1.1 million for the fourth quarter of 2003, or $0.03 per share versus a pro forma net loss of $3.1 million, or $0.12 per share, last year. Pro forma results exclude merger-related costs, amortization of stock-based compensation and intangible assets and restructuring charges.

For the year ended December 31, 2003, Interwoven reported total revenues of $111.5 million as compared to $126.8 million for the year ended 2002, a decrease of 12%. Net loss for the year calculated in accordance with generally accepted accounting principles was $47.5 million, or $1.72 per share, as compared to a net loss of $148.6 million, or $5.80 per share, for 2002. On a pro forma basis, excluding the impact of merger-related costs, amortization of stock-based compensation and intangible assets, restructuring charges and a charge for the impairment of goodwill in 2002, Interwoven reported a net loss of $16.9 million, or $0.61 per share, for the 2003 full year versus a pro forma net loss of $25.5 million, or $1.00 per share, for the year ended December 31, 2002.

A reconciliation of net loss calculated in accordance with generally accepted accounting principles and pro forma net loss, is provided in the tables immediately following the

consolidated statements of operations below. Interwoven provides pro forma results as additional information to its consolidated results of operations. These pro forma measures are not in accordance with, or an alternative for, generally accepted accounting principles and may be different from pro forma measures used by other companies. Interwoven believes that the presentation of pro forma results provides useful information to management and investors regarding certain additional financial and business trends relating to its consolidated financial condition and results of operations. Readers of Interwoven’s consolidated financial statements are advised to review and consider carefully the financial information prepared in accordance with generally accepted accounting principles contained in this press release and Interwoven’s periodic filings with the Securities and Exchange Commission.

“We had a great fourth quarter, and I’m excited about the prospects for the coming year,” said Martin Brauns, chairman and CEO of Interwoven. “With the iManage merger completed, we now offer the best-integrated ECM platform in the industry. Looking forward, we have a stellar team poised to execute worldwide and lead in the ECM marketplace.”

Customer Highlights

Interwoven continued its new customer momentum with the addition of 78 new customers in the fourth quarter:

• A partial list of new customers includes: American Family Insurance; Atari; AXA Financial/The Equitable; Crowe Chizek & Company LLC; DLA; Dechert, LLP; First National Bank of Omaha; Intesa Mediofactoring; Peet’s Coffee & Tea; Queensland Health; Starz Encore Media Group; TaylorMade-adidas Golf Company; Thai Airways; and Time Warner Cable.

• Interwoven also received significant customer re-orders that include: AT&T Wireless; Baker & Daniels; Electronic Arts; Fleet National Bank; British Telecommunications; SmithKline Beecham; Hyundai Motors Company; Jackson National Life; Kaiser Foundation Health Plan; and Motorola.

Technology Leadership

Interwoven continued to extend its technology leadership in a number of different product and solution areas:

• Interwoven unveiled a bold new vision for the future of content management, “Content Networks” in the fourth quarter. Representing an entirely new paradigm for managing content within and beyond the enterprise, Content Networks anticipates future content challenges and prescribes a path to prepare and meet those challenges in the coming years. Content Networks envisions empowering business users, who understand the needs of their customers best, with the ability to control and develop content-rich applications in real-time with decreased reliance on already over-extended IT resources. Content Networks will deliver increased productivity, better customer service and cost reduction.

• In 2003, Interwoven added leading digital asset management software with the MediaBin acquisition in June, and collaboration, document management, and e-mail management software from the iManage merger in November. Interwoven now offers the industry’s most complete, best-integrated ECM platform, providing customers end-to-end content lifecycle management through six integrated pillars: collaboration, e-mail management, document management, Web content management, digital asset management, and records management. Customers are deploying Interwoven products for enterprise initiatives such as brand management, enterprise portals, global Web content management, Web change management, content distribution, corporate governance and compliance, deal management, and online self-service.

• Additionally, in 2003, Interwoven launched the Interwoven 6 ECM Platform and introduced TeamSite 6.0 Content Server software - a major release of Interwoven’s award-winning content management offering based on the industry’s only Service Oriented Architecture. TeamSite 6.0 was made generally available at the end of September, and in less than four months nearly 250 customers have taken delivery of the new product.

Merger & Acquisition Activity

Interwoven announced its proposed merger with iManage in the third quarter of 2003 and completed the merger in the fourth quarter. More recently, Interwoven closed its acquisition of Component Insights India Private Limited.

• Merger with iManage: On November 18, 2003, Interwoven closed the merger with iManage, Inc. whose key product set included collaboration, document management, and e-mail management. The combined company now provides the best-integrated ECM platform to manage the complete content lifecycle — from content collaboration and creation, through management, distribution, re-use, archival, and disposition. The new platform also offers innovative capabilities such as content intelligence, content distribution, and content integration.

• Acquisition of Component Insights: In December 2003, Interwoven closed the acquisition of Component Insights India Private Limited, a software development company based in Bangalore, India. The acquisition was completed for a purchase price of approximately $400,000 in cash.

Conference Call Information

Interwoven’s fourth quarter and year end results for the period ended December 31, 2003 and its business outlook will be discussed today, January 29, 2004 at 2:00 p.m. PST/5:00 p.m. EST.

Live Dial-in #: (913) 981-4900

Replay #: (719) 457-0820 or (888) 203-1112

Pass code: 371681

Audio Webcast instructions will be available on Interwoven’s Website at

http://www.interwoven.com/investors.

About Interwoven

Interwoven, Inc. is the world’s next-generation enterprise content management (ECM) company. Interwoven’s patented, award-winning ECM platform integrates the six pillars of content management: collaboration, e-mail management, document management, Web content management, digital asset management, and records management. Allied with the leading enterprise application providers, the Interwoven ECM platform provides complete content lifecycle management for more than 2,700 organizations worldwide including Air France, Citibank, Ford, General Electric, Jones Day, Pfizer, Procter & Gamble, and Yamaha. For more information visit www.interwoven.com.

###

Contact:
Jennifer Lee	Mary Ellen Ynes
Investor Relations	Public Relations
(408) 530-5801	(408) 530-7043
jlee@interwoven.com	mynes@interwoven.com

Financial Tables Appended

# # #

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This press release contains “forward-looking” statements, including statements about historical results that may suggest trends for our business. These statements are based on estimates and information available to us at the time of this press release and are not guarantees of future performance. All statements other than statements of historical fact are statements that could be deemed as forward-looking statements including: material in quotations from executives; references to customer momentum, new customer and re-orders; references to technology leadership, the most complete, best-integrated ECM platform and the future of content management and Content Networks. Interwoven’s actual results could differ materially from the results that may be anticipated in our forward-looking statements as a result of many factors, including the following: because planned product integration may go more slowly than we anticipate or because new competitive products may be released, we may not be able to maintain what we believe is the technological edge that our platform offers; customer acceptance of our new products may be slower than we anticipate as a result of continued limitations on customer information technology budgets or otherwise; Interwoven may not successfully integrate the iManage business with its own, transition iManage customers or achieve planned synergies; and competitors may introduce new products or services that would harm our position in the ECM market or our sales; and consolidation in the enterprise software market place could strengthen competitors or create new competitors. These and other risks and uncertainties associated with our business are described in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Forms 10-Q and Current Reports on Forms 8-K, which are on file with the Securities and Exchange Commission and available through www.sec.gov.

Certain reclassifications have been made in the accompanying financial statements to conform to current year presentation.

INTERWOVEN, INC.

Consolidated Statements of Operations

(In thousands, except per share data)

	Three Months Ended December 31,						Year Ended December 31,
	2003			2002			2003			2002
	(Unaudited)
Revenues:
License	$	16,210		$	14,038		$	45,936		$	57,309
Support and service		17,448			17,073			65,576			69,523
Total revenues		33,658			31,111			111,512			126,832
Cost of revenues:
License		2,775			667			5,368			3,283
Support and service		8,434			9,161			32,276			39,319
Total cost of revenues		11,209			9,828			37,644			42,602
Gross profit		22,449			21,283			73,868			84,230
Operating expenses:
Sales and marketing		16,441			16,418			57,959			73,712
Research and development		6,551			5,814			24,613			26,599
General and administrative		3,128			3,221			12,474			14,299
Amortization of stock-based compensation		866			595			2,348			4,880
Amortization of intangible assets		803			444			2,348			3,722
In-process research and development		4,575			—			5,174			—
Restructuring and excess facilities charges		3,112			28,441			18,813			38,084
Impairment of goodwill		—			—			—			76,431
Total operating expenses		35,476			54,933			123,729			237,727
Loss from operations		(13,027	)		(33,650	)		(49,861	)		(153,497	)
Interest income and other, net		888			1,285			3,401			5,958
Loss before provision for income taxes		(12,139	)		(32,365	)		(46,460	)		(147,539	)
Provision for income taxes		258			173			1,071			1,077
Net loss	$	(12,397	)	$	(32,538	)	$	(47,531	)	$	(148,616	)
Basic and diluted net loss per common share	$	(0.38	)	$	(1.28	)	$	(1.72	)	$	(5.80	)
Shares used in computing basic and diluted net loss per common share		32,742			25,452			27,585			25,607

INTERWOVEN, INC.

Impact of Pro Forma Adjustments on Reported Net Loss

(In thousands, except per share data)

(Unaudited)

	Three Months Ended December 31, 2003									Three Months Ended December 31, 2002
	As reported			Adjustments*			Pro forma			As reported			Adjustments*			Pro forma
Revenues:
License	$	16,210		$	—		$	16,210		$	14,038		$	—		$	14,038
Support and service		17,448			—			17,448			17,073			—			17,073
Total revenues		33,658			—			33,658			31,111			—			31,111
Cost of revenues:
License		2,775			(1,962	)		813			667			—			667
Support and service		8,434			—			8,434			9,161			—			9,161
Total cost of revenues		11,209			(1,962	)		9,247			9,828			—			9,828
Gross profit		22,449			1,962			24,411			21,283			—			21,283
Operating expenses:
Sales and marketing		16,441			—			16,441			16,418			—			16,418
Research and development		6,551			—			6,551			5,814			—			5,814
General and administrative		3,128			—			3,128			3,221			—			3,221
Amortization of stock-based compensation		866			(866	)		—			595			(595	)		—
Amortization of intangible assets		803			(803	)		—			444			(444	)		—
In-process research and development		4,575			(4,575	)		—			—			—			—
Restructuring and excess facilities charges		3,112			(3,112	)		—			28,441			(28,441	)		—
Total operating expenses		35,476			(9,356	)		26,120			54,933			(29,480	)		25,453
Loss from operations		(13,027	)		11,318			(1,709	)		(33,650	)		29,480			(4,170	)
Interest income and other, net		888			—			888			1,285			—			1,285
Loss before income taxes		(12,139	)		11,318			(821	)		(32,365	)		29,480			(2,885	)
Provision for income taxes		258			—			258			173			—			173
Net loss	$	(12,397	)	$	11,318		$	(1,079	)	$	(32,538	)	$	29,480		$	(3,058	)
Net loss per share	$	(0.38	)				$	(0.03	)	$	(1.28	)				$	(0.12	)
Shares used in computing pro forma net loss per share		32,742						32,742			25,452						25,452

* The adjustments represent the reversal of restructuring and excess facilities charges, in-process research and development and the amortization of stock-based compensation, purchased technology and intangible assets.

INTERWOVEN, INC.

Impact of Pro Forma Adjustments on Reported Net Loss

(In thousands, except per share data)

(Unaudited)

	Year Ended December 31, 2003									Year Ended December 31, 2002
	As reported			Adjustments*			Pro forma			As reported			Adjustments*			Pro forma
Revenues:
License	$	45,936		$	—		$	45,936		$	57,309		$	—		$	57,309
Support and service		65,576			—			65,576			69,523			—			69,523
Total revenues		111,512			—			111,512			126,832			—			126,832
Cost of revenues:
License		5,368			(1,962	)		3,406			3,283			—			3,283
Support and service		32,276			—			32,276			39,319			—			39,319
Total cost of revenues		37,644			(1,962	)		35,682			42,602			—			42,602
Gross profit		73,868			1,962			75,830			84,230			—			84,230
Operating expenses:
Sales and marketing		57,959			—			57,959			73,712			—			73,712
Research and development		24,613			—			24,613			26,599			—			26,599
General and administrative		12,474			—			12,474			14,299			—			14,299
Amortization of stock-based compensation		2,348			(2,348	)		—			4,880			(4,880	)		—
Amortization of intangible assets		2,348			(2,348	)		—			3,722			(3,722	)		—
In-process research and development		5,174			(5,174	)		—			—			—			—
Restructuring and excess facilities charges		18,813			(18,813	)		—			38,084			(38,084	)		—
Impairment of goodwill		—			—			—			76,431			(76,431	)		—
Total operating expenses		123,729			(28,683	)		95,046			237,727			(123,117	)		114,610
Loss from operations		(49,861	)		30,645			(19,216	)		(153,497	)		123,117			(30,380	)
Interest income and other, net		3,401			—			3,401			5,958			—			5,958
Loss before income taxes		(46,460	)		30,645			(15,815	)		(147,539	)		123,117			(24,422	)
Provision for income taxes		1,071			—			1,071			1,077			—			1,077
Net loss	$	(47,531	)	$	30,645		$	(16,886	)	$	(148,616	)	$	123,117		$	(25,499	)
Net loss per share	$	(1.72	)				$	(0.61	)	$	(5.80	)				$	(1.00	)
Shares used in computing pro forma net loss per share		27,585						27,585			25,607						25,607

* The adjustments represent the reversal of restructuring and excess facilities charges, in-process research and development, the amortization of deferred stock-based compensation, purchased technology and intangible assets and the impairment of goodwill.

INTERWOVEN, INC.

Consolidated Balance Sheets

(In thousands)

	December 31, 2003			December 31, 2002
Assets
Current assets:
Cash and cash equivalents	$	43,566		$	58,855
Short-term investments		96,921			122,814
Accounts receivable, net		33,834			22,151
Prepaid expenses and other current assets		8,629			7,277
Total current assets		182,950			211,097
Property and equipment, net		7,403			11,694
Goodwill and other intangible assets, net		229,125			73,872
Other assets		2,347			1,994
Total assets	$	421,825		$	298,657
Liabilities and Stockholders’ Equity
Current liabilities:
Bank lines of credit	$	1,213		$	—
Accounts payable		4,576			3,438
Accrued liabilities		22,961			13,319
Restructuring and excess facilities accrual		15,733			10,564
Deferred revenues		44,066			36,331
Total current liabilities		88,549			63,652
Accrued liabilities		912			2,070
Restructuring and excess facilities accrual		31,430			29,210
Total liabilities		120,891			94,932
Commitments and contingencies
Stockholders’ equity:
Common stock		40			26
Additional paid-in capital		691,849			541,351
Deferred stock-based compensation		(7,639	)		(2,166	)
Accumulated comprehensive income		25			323
Accumulated deficit		(383,341	)		(335,809	)
Total stockholders’ equity		300,934			203,725
Total liabilities and stockholders’ equity	$	421,825		$	298,657