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): April 21, 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 April 21, 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 furnished under Item 7 of this Form 8-K includes pro forma operating results and a reconciliation of pro forma operating results to accounting principles generally accepted in the United States of America. Interwoven, Inc. (the “Company” or “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 underling trends in 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 April 21, 2004, the Company released its consolidated financial results for the quarter ended March 31, 2004 in a conference call with shareholders, investors and analysts. The conference call was announced on April 5, 2004, and was available to the public through live teleconference and audio Webcast and will continue to be available for a limited time through audio replay or Webcast replay. During this conference call, Interwoven 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)	Mar. 31, 2004			Dec. 31, 2003			Sept. 30, 2003			June 30, 2003			Mar. 31, 2003
Net loss as reported	$	(6,984	)	$	(12,397	)	$	(18,840	)	$	(7,194	)	$	(9,100	)
Add back of certain charges:
Amortization of purchased technology		2,589			1,962			—			—			—
Amortization of stock-based compensation		2,605			866			475			493			514
Amortization of intangible assets		1,207			803			657			444			444
In-process research and development		—			4,575			—			599			—
Restructuring and excess facilities charges		—			3,112			13,324			1,311			1,066
Pro forma net loss	$	(583	)	$	(1,079	)	$	(4,384	)	$	(4,347	)	$	(7,076	)
Basic and diluted pro forma net loss per share	$	(0.01	)	$	(0.03	)	$	(0.17	)	$	(0.17	)	$	(0.28	)
Shares used in computing basic and diluted net loss per share		40,137			32,742			26,398			25,659			25,541

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.
April 21, 2004	By:	/s/ JOHN E. CALONICO, JR.
		John E. Calonico, Jr. Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

99.1 Press release dated April 21, 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 First Quarter 2004 Results

Revenues Increase 46% Year-Over-Year;

69 New Customers Purchase Interwoven ECM in Q1

SUNNYVALE, Calif., - April 21, 2004 - Interwoven, Inc. (Nasdaq: IWOV), the world’s next-generation enterprise content management (ECM) company, today announced its financial results for the first quarter ended March 31, 2004.

Interwoven reported total revenues of $37.4 million for the first quarter, an increase of 11% sequentially from the $33.7 million posted in the quarter ended December 31, 2003, and an increase of 46% from total revenues of $25.6 million for the same period last year. Net loss for the first quarter of 2004 calculated in accordance with generally accepted accounting principles was $7.0 million, or $0.17 per share, as compared to a net loss of $9.1 million, or $0.36 per share, for the same period last year. On a pro forma basis, Interwoven reported a net loss of $583,000 for the first quarter of 2004, or $0.01 per share versus a pro forma net loss of $7.1 million, or $0.28 per share, last year. Pro forma results exclude restructuring charges and amortization of stock-based compensation and intangible assets. For the first quarter, Interwoven was cash flow positive, with cash and investments of $143.0 million, an increase of $2.5 million from the $140.5 million at December 31, 2003.

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. 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 underlying trends in 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. “In this, our first full post-merger quarter, we’ve produced excellent results. We are delivering on the promise of the merger, and we have the numbers and customer traction to prove it,” said Martin Brauns, chairman and CEO of Interwoven. “I’m very encouraged to see the momentum of the business, and I’m equally excited about the outlook for 2004 and beyond.”

Customer Highlights

Interwoven continued its customer momentum with the addition of 69 new customers in the first quarter:

• New customers include: City of Raleigh, North Carolina; DigitalThink; Epson Singapore; Euskaltel; First National Bank of Arizona; King & Wood; Konica Minolta; Lockheed Martin; Max Re; Merrill Lynch; New York State Department of Labor; Public Works and Government Services of Canada; Sovereign Bank and Thomas Weisel Partners.

• Interwoven also received significant customer re-orders that include: Air France; Allianz Life Insurance; Cox Communications; DuPont; Fannie Mae; General Motors; Intuit; Johnson & Johnson; Motorola; Novartis Pharmaceuticals and Siebel Systems.

Interwoven continued to extend its technology leadership in a number of different product and solution areas, and demonstrated market traction with several industry awards and accolades.

Products

• WorkSite 8.0 – The first major WorkSite release after the merger of Interwoven and iManage, WorkSite 8.0 was released for customer delivery in Q1. The industry’s first platform designed specifically for matter centric collaboration in law firms, accounting firms, and other professional services organizations, WorkSite 8.0 allows these businesses to effectively consolidate all relevant content for any given matter—documents, e-mails, billing information, and contacts—in a single electronic matter file that can be accessed globally.

• Interwoven TeamSite 6.0 Content Server software – TeamSite, the industry’s leading Web content management product, has been adopted by double the number of customers when compared to the prior release. Much of the rapid adoption is driven by the world-class user interfaces introduced in TeamSite 6.0 that enable business-focused individuals anywhere in the enterprise to participate in the content publishing and review processes.

Solutions

In Q1, Interwoven also introduced several new solutions targeting business challenges encountered by many enterprises today.

• Deal Management Solution – With WorkSite MP Collaboration and Document Server at its core, the Interwoven Deal Management Solution enables deal teams distributed around the globe comprised of enterprise professionals—bankers, account executives, financiers, brokers and dealers—to collaborate on document-intensive deals from inception, execution and ultimately archival. With this solution, leading companies like Bear Stearns and Rothschild have dramatically accelerated the deal cycle, increased employee productivity, and met regulatory compliance challenges.

• Marketing Content Management Solution – At one of the largest US content management conferences, AIIM International, Interwoven launched the industry’s first suite of truly effective solutions for Marketing Content Management (MCM) – which provides customers a more efficient way to create, manage, distribute, and publish marketing content. At the heart of this MCM solution suite is Interwoven’s digital asset management (DAM) product, used by marketing teams across the globe.

• Corporate Legal Solution – Based on the market-leading Interwoven WorkSite Server software suite, Interwoven announced a new solution designed for the specific challenges of corporate legal departments (CLDs). The Interwoven CLD solution addresses five key pain points experienced by today’s corporate legal departments: managing the matter file; managing external counsel; board of directors’ compliance; policy publication and monitoring; and contract management.

Awards and Accolades

• In recognition of its leading DAM product, Frost & Sullivan recognized Interwoven with its 2004 Business Development Strategy Award for the World Digital Asset Management Market. This award commended Interwoven for being an early mover in the ECM market, and for leveraging its MediaBin offering to meet customers’ needs.

• Interwoven announced that its flagship product, TeamSite, won the Gold Performer Award in the Content Management category in the annual Asia Computer Weekly (ACW) Readers’ Choice Survey. ACW is a well-read information technology trade magazine reaching out primarily to readers in the Asia Pacific region.

• During the quarter, Interwoven announced that it has reached a critical leadership milestone in the legal market with 51% of AmLaw 100 firms (the definitive ranking of the largest American law firms) adopting the company’s WorkSite product suite. In 2003, Interwoven added more than 100 new law firm clients from around the globe, which included more than 30 firms representing over 20,000 users switching from competitive systems.

Conference Call Information

Interwoven’s first quarter results and its business outlook for the second quarter of 2004 will be discussed today, April 21, 2004 at 2:00 p.m. PT/5:00 p.m. ET.

Conference Call Details:

Date:	Wednesday, April 21, 2004
Time:	2:00 p.m. PT (5:00 p.m. ET)
Live Dial-in #:	(719) 867-0700
Replay #:	(719) 457-0820
Pass code:	531649

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, end-to-end content management for more than 2,800 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. Actual results could differ materially from our current expectations as a result of many factors, including the possibility that development of certain products and services may not proceed as planned; that customer acceptance of our enterprise content management solution and new product releases may be slower than we anticipate; that customer spending on enterprise content management initiatives may decline; that Interwoven may not successfully integrate the business of iManage with its own, transition iManage customers or achieve planned synergies; and that the introduction of new products or services by competitors and the ongoing consolidation in our market place could delay or reduce sales. These and other risks and uncertainties associated with our business are described in our most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 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.

INTERWOVEN, INC.

Consolidated Statements of Operations

(In thousands, except per share data)

	Three Months Ended March 31,
	2004			2003
	(Unaudited)
Revenues:
License	$	16,676		$	9,151
Support and service		20,718			16,435
Total revenues		37,394			25,586
Cost of revenues:
License		3,159			702
Support and service		9,438			8,400
Total cost of revenues		12,597			9,102
Gross profit		24,797			16,484
Operating expenses:
Sales and marketing		17,728			14,923
Research and development		7,574			5,922
General and administrative		2,937			3,173
Amortization of stock-based compensation		2,605			514
Amortization of intangible assets		1,207			444
Restructuring and excess facilities charges		—			1,066
Total operating expenses		32,051			26,042
Loss from operations		(7,254	)		(9,558	)
Interest income and other, net		513			899
Loss before provision for income taxes		(6,741	)		(8,659	)
Provision for income taxes		243			441
Net loss	$	(6,984	)	$	(9,100	)
Basic and diluted net loss per common share	$	(0.17	)	$	(0.36	)
Shares used in computing basic and diluted net loss per common share		40,137			25,541

INTERWOVEN, INC.

Impact of Pro Forma Adjustments on Reported Net Loss

(In thousands, except per share data)

(Unaudited)

	Three Months Ended March 31, 2004									Three Months Ended March 31, 2003
	As reported			Adjustments*			Pro forma			As reported			Adjustments*			Pro forma
Revenues:
License	$	16,676		$	—		$	16,676		$	9,151		$	—		$	9,151
Support and service		20,718			—			20,718			16,435			—			16,435
Total revenues		37,394			—			37,394			25,586			—			25,586
Cost of revenues:
License		3,159			(2,589	)		570			702			—			702
Support and service		9,438			—			9,438			8,400			—			8,400
Total cost of revenues		12,597			(2,589	)		10,008			9,102			—			9,102
Gross profit		24,797			2,589			27,386			16,484			—			16,484
Operating expenses:
Sales and marketing		17,728			—			17,728			14,923			—			14,923
Research and development		7,574			—			7,574			5,922			—			5,922
General and administrative		2,937			—			2,937			3,173			—			3,173
Amortization of stock-based compensation		2,605			(2,605	)		—			514			(514	)		—
Amortization of intangible assets		1,207			(1,207	)		—			444			(444	)		—
Restructuring and excess facilities charges		—			—			—			1,066			(1,066	)		—
Total operating expenses		32,051			(3,812	)		28,239			26,042			(2,024	)		24,018
Loss from operations		(7,254	)		6,401			(853	)		(9,558	)		2,024			(7,534	)
Interest income and other, net		513			—			513			899			—			899
Loss before income taxes		(6,741	)		6,401			(340	)		(8,659	)		2,024			(6,635	)
Provision for income taxes		243			—			243			441			—			441
Net loss	$	(6,984	)	$	6,401		$	(583	)	$	(9,100	)	$	2,024		$	(7,076	)
Net loss per share	$	(0.17	)				$	(0.01	)	$	(0.36	)				$	(0.28	)
Shares used in computing pro forma net loss per share		40,137						40,137			25,541						25,541

* The adjustments represent the reversal of restructuring and excess facilities charges and the amortization of stock-based compensation and intangible assets.

INTERWOVEN, INC.

Consolidated Balance Sheets

(In thousands)

	March 31, 2004			December 31, 2003
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	57,853		$	43,566
Short-term investments		85,113			96,921
Accounts receivable, net		25,563			33,834
Prepaid expenses and other current assets		10,459			8,629
Total current assets		178,988			182,950
Property and equipment, net		7,055			7,403
Goodwill		186,208			185,991
Other intangible assets, net		39,386			43,134
Other assets		2,347			2,347
Total assets	$	413,984		$	421,825
Liabilities and Stockholders’ Equity
Current liabilities:
Bank borrowings	$	904		$	1,213
Accounts payable		3,690			4,576
Accrued liabilities		17,638			22,961
Restructuring and excess facilities accrual		14,721			15,733
Deferred revenues		48,018			44,066
Total current liabilities		84,971			88,549
Accrued liabilities		2,340			912
Restructuring and excess facilities accrual		27,779			31,430
Total liabilities		115,090			120,891
Commitments and contingencies
Stockholders’ equity:
Common stock		40			40
Additional paid-in capital		696,155			693,773
Deferred stock-based compensation		(6,959	)		(9,564	)
Accumulated other comprehensive income (loss)		(18	)		25
Accumulated deficit		(390,324	)		(383,340	)
Total stockholders’ equity		298,894			300,934
Total liabilities and stockholders’ equity	$	413,984		$	421,825