-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KJnkoRd4AwR4GwOKQia6+ligMxrKEUhQwIiQh6PVuGGi2ybUbegnZjJJjQ96iGAD qdYYZi68iiOfQI0f+xOFUw== 0001157523-03-005978.txt : 20031029 0001157523-03-005978.hdr.sgml : 20031029 20031029081448 ACCESSION NUMBER: 0001157523-03-005978 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031028 ITEM INFORMATION: FILED AS OF DATE: 20031029 FILER: COMPANY DATA: COMPANY CONFORMED NAME: I MANY INC CENTRAL INDEX KEY: 0001104017 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 010524931 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30883 FILM NUMBER: 03962232 BUSINESS ADDRESS: STREET 1: 537 CONGRESS STREET STREET 2: 5TH FLOOR CITY: PORTLAND STATE: ME ZIP: 04101 BUSINESS PHONE: 2077743244 MAIL ADDRESS: STREET 1: 537 CONGRESS STREET CITY: PORTLAND STATE: ME ZIP: 04101 8-K 1 a4504009.txt I-MANY 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): October 28, 2003 I-many, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 000-30883 01-0524931 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 399 Thornall Street, 12th Floor Edison, NJ 08837 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (207) 774-3244 Not Applicable (Former Name or Former Address, if Changed Since Last Report) ________________________________________________________________________________ ________________________________________________________________________________ Item 12. Disclosure of Results of Operations and Financial Condition On October 28, 2003, I-many, Inc. announced its financial results for the quarter ended September 30, 2003. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K. ________________________________________________________________________________ SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. I-MANY, INC. Date: October 28, 2003 By: /s/ Robert G. Schwartz, Jr. --------------------------------- Robert G. Schwartz, Jr. VP, General Counsel and Secretary ________________________________________________________________________________ EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press Release, dated October 28, 2003. EX-99 3 a4504009_ex991.txt I-MANY EXHIBIT 99.1 Exhibit 99.1 I-many, Inc. Reports Third Quarter 2003 Results; Strong New License Sales, Decreasing Costs vs. Q2 2003 Highlight Quarter EDISON, N.J.--(BUSINESS WIRE)--Oct. 28, 2003--I-many, Inc. (NASDAQ: IMNY): Highlights: -- Quarterly revenue of $7.3 million, excluding $3.7 million of new deferred license revenue -- Pro forma operating expense reduction of approximately $1.8 million versus Q2 2003 -- Cash increases by $1.2 million from Q2 2003 to $29.0 million -- Customers include Purdue Pharma, Gensia, Kellogg's, Bosch, and Warner Chilcott I-many, Inc. (NASDAQ:IMNY), the leader in enterprise contract management solutions, has announced financial results for the third quarter ended September 30, 2003. Net revenues for the third quarter totaled $7.3 million, with license revenue of $1.2 million and service revenue of $6.1 million, representing 17% and 83% of revenue, respectively. These numbers do not include $3.7 million of new license revenue booked in the quarter that has been deferred and for which payment has been received. GAAP loss for the third quarter was ($0.16) per share with a pro forma loss of ($0.14) per share on a basic and fully diluted basis. Pro forma net loss per share differs from GAAP loss per share as it excludes non-cash charges for amortization of purchased intangibles of $0.3 million, restructuring charges of $0.4 million and stock based compensation of $0.5 million. A more detailed reconciliation of the differences between pro forma and GAAP results is included in the financial tables which are part of this press release. "I am extremely pleased with our performance in the third quarter," commented I-many CEO and President A. Leigh Powell. "On a consecutive quarter basis, we reduced cash operating expenses by $1.8 million, grew cash by $1.2 million to over $29 million, and posted an enormous increase in deferred revenue. Including $3.7 million of new license revenue that was deferred from Q3, license sales in the quarter totaled $4.9 million, which represents a 26% increase over license sales of $3.9 million in Q2 2003. In addition, we released significant new versions of key products, including I-many ECM Foundation, I-many Contract Manager, I-many Integration Manager, I-many Report Manager and I-many CARS. These significant new product releases reflect our investment and commitment to leadership in the Enterprise Contract Management marketplace and continued focus on the needs of our customers." For the quarter ended September 30, 2003, total net revenue decreased 46% to $7.3 million from $13.5 million for the quarter ended September 30, 2002 and 29% from $10.2 million for the second quarter of 2003. License revenue decreased 84% to $1.2 million in the quarter ended September 30, 2003 from $7.9 million in the quarter ended September 30, 2002. Non-healthcare revenue accounted for 38% of total revenue, or approximately $2.8 million, for the quarter ended September 30, 2003, compared to $5.1 million, or 38% for the same period in 2002. Non-healthcare license revenue accounted for 29% and service revenue was 71% of total non-healthcare revenue in the third quarter. Gross margin for the third quarter of 2003 was 44% of revenue as compared with 74% of revenue for the third quarter 2002. The reduced gross margin resulted primarily from the deferral of $3.7 million in license revenue in this quarter. The Company recorded a GAAP net loss in the third quarter of 2003 of $6.6 million, or ($0.16) per share, compared to a GAAP net loss of $4.2 million or ($0.10) per share, for the same period in 2002. Included in the third quarter 2003 GAAP results were a non-cash charge of $0.3 million for amortization of acquired intangibles, $0.4 million of charges associated with the consolidation of I-many's offices and non-cash option charges of $0.5 million associated with the granting of stock options. Third quarter 2002 GAAP charges included $1.3 million for amortization of acquired intangibles and $0.8 million for restructuring charges associated with asset write downs. Excluding these items, the Company recorded a pro forma net loss for the third quarter of 2003 of $5.5 million, or ($0.14) per share, compared to pro forma net loss of $2.0 million, or ($0.05) per share, in the third quarter of 2002. I-many will be holding a conference call tomorrow at 10:00 A.M. EST / 7:00 A.M. PST. The webcast of the call may be accessed at I-many's Web site at www.imany.com. Use of Non-GAAP Financial Information To supplement our GAAP financial statements, the Company uses non-GAAP, or pro forma measures of operating results. This non-GAAP financial information is provided as additional information for investors and is not in accordance with or an alternative to GAAP. These adjusted results exclude certain costs, expenses, gains and losses we believe should be excluded in order to enhance an overall understanding of our past financial performance and also our prospects for the future. These adjustments to our GAAP results are made with the intent of providing both management and investors a more complete understanding of the operating performance of the Company as opposed to GAAP results, which may include non-recurring, infrequent or other non-cash charges associated with restructuring, amortization of purchased intangibles or impairment losses that are not material to the ongoing performance of the Company's business. Company management uses these non-GAAP results as a basis for planning and forecasting core business activity in future periods. The presentation of this additional information is not meant to be considered in isolation or as a substitute for net earnings or diluted earnings per share prepared in accordance with generally accepted accounting principles in the United States. About I-many I-many (NASDAQ: IMNY) is the leading provider of enterprise contract management solutions. The company's solutions automate contracting processes, ensure contract compliance and track contract performance resulting in higher contract revenues and reduced operating costs. More than 250 life science, consumer goods, food service and manufacturing companies use I-many solutions. On July 21, 2003, the Company announced that it has entered into an agreement to sell its health and life science business to Neoforma, Inc. for $20 million in cash and stock. For more information, visit the Company at http://www.imany.com. This news release contains forward-looking statements, and actual results may vary from those expressed or implied herein. Factors that could affect these results include: the possibility that current economic conditions will not improve as anticipated; the risk that the length of the sales cycle for the Company's products will make the market for the Company's products more unpredictable; the risk that the Company's historical dependence on the healthcare market will make it difficult grow its business in the ECM market following the sale of its health and life science business to Neoforma; the risk that the Company will not be successful in opening new markets for its products; and other risk factors set forth from time to time in the Company's filings with the Securities and Exchange Commission. (tables to follow) I-MANY, INC. Condensed Consolidated Statements of Operations (in thousands, except per share amounts) (Unaudited) Three months Nine months ended September 30, ended September 30, 2003 2002 2003 2002 ---------- -------- --------- --------- Net Revenues: Product $1,227 $7,863 $9,996 $24,452 Services 6,056 5,633 18,624 18,612 ---------- -------- --------- --------- Total net revenues 7,283 13,496 28,620 43,064 Cost of revenue 4,111 3,490 11,757 11,148 ---------- -------- --------- --------- Gross profit 3,172 10,006 16,863 31,916 Operating expenses: Sales and marketing 3,287 5,559 12,689 16,184 Research and development 4,169 4,192 12,840 12,717 General and administrative 1,291 1,780 4,533 4,857 Depreciation 438 594 1,615 1,754 Amortization of goodwill and other intangible assets 331 1,340 1,656 3,723 In-process research and development 0 0 0 1,000 Impairment of goodwill and acquired intangible assets 0 0 16,786 0 Restructuring and other charges 359 780 1,981 780 ---------- -------- --------- --------- Total operating expenses 9,875 14,245 52,100 41,015 ---------- -------- --------- --------- Loss from operations (6,703) (4,239) (35,237) (9,099) Other income, net 77 70 202 185 ---------- -------- --------- --------- Net loss ($6,626) ($4,169) ($35,035) ($8,914) ========== ======== ========= ========= Basic and diluted net loss per common share ($0.16) ($0.10) ($0.87) ($0.23) ========== ======== ========= ========= Weighted average shares outstanding 40,451 40,344 40,424 39,549 ========== ======== ========= ========= I-MANY, INC. Condensed Consolidated Balance Sheets (in thousands) September 30, December 31, 2003 2002 --------------- --------------- (Unaudited) Assets Current Assets: Cash and cash equivalents $27,461 $35,979 Restricted cash 1,127 772 Accounts receivable 8,299 12,557 Other current assets 1,031 1,052 --------------- --------------- Total current assets 37,918 50,360 Property and equipment, net 2,207 3,438 Restricted cash 414 348 Other assets 517 292 Acquired intangible assets, net 3,153 6,828 Goodwill 8,531 23,298 --------------- --------------- Total assets $52,740 $84,564 =============== =============== Liabilities and Stockholder's Equity Current liabilities: Accounts payable and accrued expenses $8,134 $9,915 Deferred revenue 10,401 7,550 Current portion of capital lease obligations 722 433 --------------- --------------- Total current liabilities 19,257 17,898 Capital Lease Obligations, net of current portion 186 375 Other long-term liabilities 761 75 Redeemable Convertible Preferred Stock 0 - Stockholders' Equity 32,536 66,216 --------------- --------------- Total liabilities and stockholders' equity $52,740 $84,564 =============== =============== I-MANY, INC. Pro Forma Condensed Consolidated Statements of Operations (1) (in thousands, except per share amounts) (unaudited) Three months Nine months ended September 30, ended September 30, 2003 2002 2003 2002 ----------- --------- ---------- -------- Net Revenues: Product $1,227 $7,863 $9,996 $24,452 Services 6,056 5,633 18,624 18,612 ----------- --------- ---------- -------- Total net revenues 7,283 13,496 28,620 43,064 Cost of revenue 3,996 3,490 11,642 11,148 ----------- --------- ---------- -------- Gross profit 3,287 10,006 16,978 31,916 Proforma operating expenses: Sales and marketing 3,187 5,559 11,794 16,184 Research and development 3,981 4,192 12,652 12,717 General and administrative 1,242 1,780 4,484 4,857 ----------- --------- ---------- -------- Total proforma operating expenses 8,410 11,531 28,930 33,758 ----------- --------- ---------- -------- EBITDA (5,123) (1,525) (11,952) (1,842) Other proforma income and (expense): Depreciation (438) (594) (1,615) (1,754) Other income, net 77 70 202 185 ----------- --------- ---------- -------- Proforma net income (loss) ($5,484) ($2,049) ($13,365) ($3,411) =========== ========= ========== ======== Proforma net income (loss) per common share ($0.14) ($0.05) ($0.33) ($0.09) =========== ========= ========== ======== Weighted average common shares outstanding 40,451 40,344 40,424 39,549 =========== ========= ========== ======== (1) These pro forma amounts exclude charges for: amortization of goodwill and other intangibles, and in process research and development. Reconciliation to GAAP Net Income (Loss): Proforma net loss ($5,484) ($2,049) ($13,365) ($3,411) Less acquisition-related and other non- cash GAAP charges: Impairment of goodwill and acquired intangible assets 0 0 (16,786) 0 Non-cash option and warrant charges (452) 0 (1,247) 0 Amortization of other acquired intangible assets (331) (1,340) (1,656) (3,723) Restructuring and other charges (359) (780) (1,981) (780) In-process research and development 0 0 0 (1,000) ----------- -------- ----------- -------- GAAP net loss ($6,626) ($4,169) ($35,035) ($8,914) =========== ======== =========== ======== CONTACT: I-many, Inc. Kevin Harris, 732-516-2690 Kharris@imany.com -----END PRIVACY-ENHANCED MESSAGE-----