-----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, UYHQNxvCqiJZdsWJaRw2pkpDQeyKEDG+pnXkPVCnq49QZ3gL2E61VCxD63POxSQq Y62p1LlZJwaKrH6Vmuvg+Q== 0001144204-03-005833.txt : 20030925 0001144204-03-005833.hdr.sgml : 20030925 20030925165513 ACCESSION NUMBER: 0001144204-03-005833 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030925 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030925 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL MICROCOMPUTER SOFTWARE INC /CA/ CENTRAL INDEX KEY: 0000814929 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942862863 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15949 FILM NUMBER: 03910412 BUSINESS ADDRESS: STREET 1: 75 ROWLAND WAY CITY: NOVATO STATE: CA ZIP: 94945 BUSINESS PHONE: 4158784000 MAIL ADDRESS: STREET 1: 75 ROWLAND WAY CITY: NOAVTAO STATE: CA ZIP: 94945 8-K 1 form8k.txt 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) September 25, 2003 Commission File Number 0-15949 INTERNATIONAL MICROCOMPUTER SOFTWARE, INC. (Exact name of registrant as specified in its charter) California 94-2862863 (State or other jurisdiction of (I.R.S. Employer identification No.) incorporation or organization) 75 Rowland Way, Novato, CA 94945 (Address of principal executive offices) (Zip code) (415) 878-4000 -------------- (Registrant's telephone number including area code) ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. - -------------------------------------------------------------------------- (a) Not applicable. (b) Not applicable. (c) Exhibits. Exhibit No. Description of Exhibit ----------- ---------------------- 99.1 Press release dated September 25, 2003. ITEM 9. REGULATION FD DISCLOSURE (INFORMATION FURNISHED PURSUANT TO ITEM 12, "DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION"). - -------------------------------------------------------------------------------- On September 25, 2003, International Microcomputer Software, Inc. (the "Company") announced its financial results for the three and twelve months ended June 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. In accordance with the procedural guidance in SEC Release Nos. 33-8216 and 34-47583, the information in this Form 8-K and the Exhibit attached hereto is being furnished under "Item 9. Regulation FD Disclosure" rather than under "Item 12. Disclosure of Results of Operations and Financial Condition." The information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. SIGNATURE 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. INTERNATIONAL MICROCOMPUTER SOFTWARE, INC. Dated: September 25, 2003 By: /s/ MARTIN WADE, III --------------------------------------- Name: Martin Wade, III Title: Chief Executive Officer EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press release dated September 25, 2003, 2003. EX-99.1 3 ex99_1.txt Exhibit No. 99.1 NEWS RELEASE COMPANY CONTACT: Bill Bush International Microcomputer Software, Inc. 415.878.4039 E-mail: bbush@imsisoft.com IMSI(R) ANNOUNCES ANNUAL RESULTS NOVATO, Calif., September 25, 2003 - IMSI(R) (OTC "Bulletin Board": IMSI), a leading developer and publisher of visual content, design, and business applications software, today announced financial results for the three and twelve months ended June 30, 2003. For the twelve months ended June 30, 2003, IMSI reported net revenues of $8.9 million which resulted in net income of $10.7 million including a gain, net of income tax, of $12.2 million from the sale of IMSI's wholly owned subsidiary ArtToday, Inc. to Jupitermedia Corporation. Net revenues from continuing operations increased by $448,000 or 5%, for the twelve month period ended June 30, 2003 as compared to the same period from the previous fiscal year. Net revenues from continuing operations for the three months ended June 30, 2003 were $2.0 million, which was a decrease of $100,000 or 5%, as compared to the same period from the previous fiscal year. IMSI reported net income of $10.9 million for the three month period ended June 30, 2003 as compared to $1.9 million from the same period in the prior year. The results for the quarter and year were positively impacted by the sale of ArtToday. The subsidiary was sold for a combination of $13 million in cash, 250,000 shares of Jupitermedia Corporation common stock and an earn-out which could result in an additional $4 million of proceeds in the next two fiscal years. The transaction, which closed on June 30, 2003, resulted in a net gain of $12,237,000 which was included in the results for the fourth quarter that ended June 30, 2003. In accordance with Generally Accepted Accounting Principles ("GAAP") in the United States, ArtToday's operating results have been accounted for as discontinued operations in our income statement included in the Form 10-KSB filed for the period ended June 30, 2003. The following table presents net revenues and operating income included in continuing operations and discontinued operations:
- ---------------------------------- --------------------------------------------------- Fiscal Year - ---------------------------------- -------------------------- ------------------------ 2003 2002 - ---------------------------------- -------------------------- ------------------------ Net Revenue - ---------------------------------- -------------------------- ------------------------ Continuing Operations $8,932 $8,484 - ---------------------------------- -------------------------- ------------------------ Discontinued Operations 5,249 4,152 - ---------------------------------- -------------------------- ------------------------ $14,181 $12,636 - ---------------------------------- -------------------------- ------------------------ Operating income (loss) - ---------------------------------- -------------------------- ------------------------ Continuing Operations ($2,610) ($1,803) - ---------------------------------- -------------------------- ------------------------ Discontinued Operations 1,265 1,271 - ---------------------------------- -------------------------- ------------------------ ($1,345) ($532) - ---------------------------------- -------------------------- ------------------------
"The cash generated by the sale of ArtToday allowed us to significantly strengthen our balance sheet and provided us with investment capital for new and core products" said Martin Wade, IMSI CEO. "We plan on continuing to strengthen our product line by increasing investments in our key brands such as TurboCAD(R) and FloorPlan(R) and expanding our offerings through acquisition and licensing arrangements". "The sale of ArtToday was the culmination of two years of restructuring activity," said Gordon Landies, President for IMSI. "With the close of the sale, we have embarked on an exciting path of product acquisition and development as demonstrated by our recent acquisition of the DesignCAD product line from Upperspace, the proposed acquisition of the assets of CADKEY Corporation and the launch of NetAccelerator 4 (TM) in September". The following table sets forth selected financial data for the three and twelve months ended June 30, 2003 and 2002. The net revenue information excludes amounts attributable to ArtToday as they have been accounted for as discontinued operations.
- --------------------------------- ----------------------------------------- ----------------------------------------- Summarized Financial Statistics Twelve Months ended June 30 Three Months ended June 30 - --------------------------------- ----------------------------------------- ----------------------------------------- 2003 2002 Change 2003 2002 Change --------- --------- --------------------- --------- --------- --------------------- $ % $ % - --------------------------------- --------- --------- ---------- ---------- --------- --------- ---------- ---------- Consolidated Net Revenues $8,932 $8,484 $448 5% $2,011 $2,111 ($100) -5% - --------------------------------- --------- --------- ---------- ---------- --------- --------- ---------- ---------- Net Income 10,668 9,117 $1,551 17% 10,958 1,896 $9,062 478% - --------------------------------- --------- --------- ---------- ---------- --------- --------- ---------- ----------
About IMSI Founded in 1982, IMSI has established a tradition of providing the professional and home user with innovative technology and easy-to-use, high-quality software products at affordable prices. The company maintains two business divisions. The Precision Design division, anchored by IMSI's flagship product, TurboCAD(R) and the recently acquired DesignCAD(TM) line, also develops and markets other visual content and design software such as FloorPlan(R) 3D. The Business Applications division provides businesses and end users with software solutions through its popular products such as TurboProject(R), FormTool(R), FlowCharts&More(TM), HiJaak(R) and TurboTyping(TM). This division also provides ergonomic and keyboard training to Fortune 1000 companies for worker-related safety, productivity, and ergonomic compliance improvements through Keynomics, a wholly owned subsidiary of IMSI. More information about IMSI can be found at www.imsisoft.com. Safe Harbor Statement This announcement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from those projected in the forward-looking statements as a result of various factors including the ability of the company to successfully commercialize its new technologies as well as risk factors set forth under "Factors Affecting Future Operating Results" in the company's annual report on Form 10-KSB for the year ended June 30, 2003, and such other risks detailed from time to time in the company's reports filed with the Securities and Exchange Commission. The company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements, which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. # # # -----END PRIVACY-ENHANCED MESSAGE-----