Poet Holdings, Inc. Form 8-K Dated 10/21/03

Table of Contents

Table of Contents

Table of Contents

Table of Contents

(Registrant’s telephone number, including area code)


	Item 7. Financial Statements and Exhibits.
	Item 12. Results of Operations and Financial Condition.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1
EXHIBIT 99.2

Item 7. Financial Statements and Exhibits.

Item 12. Results of Operations and Financial Condition.

On October 21, 2003, POET Holdings, Inc. issued an ad hoc notice (which is incorporated by reference and filed as Exhibit 99.1 hereto) announcing its financial results for the quarter ended September 30, 2003.

On October 21, 2003, POET Holdings, Inc. issued a press release (which is incorporated by reference and filed as Exhibit 99.2 hereto) announcing its financial results for the quarter ended September 30, 2003.

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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.

Date: October 21, 2003


		POET HOLDINGS, INC.

		By:		/s/ Ludwig Lutter

				Name: Ludwig Lutter Title: Chief Financial Officer

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EXHIBIT INDEX


Exhibit Number		Description

99.1		Text of ad hoc dated October 21, 2003.

99.2		Text of press release dated October 21, 2003.

-4- EX-99.1 3 f93772exv99w1.txt EXHIBIT 99.1 Exhibit 99.1 (POET LETTERHEAD) AD-HOC NOTICE POET HOLDINGS, INC. INCREASES REVENUES TO 2 MIO US-$ IN Q3 2003. HAMBURG, GERMANY - OCTOBER 21, 2003 - Poet Holdings, Inc. (Prime Standard, ISIN: US7304471094) today announced financial results for the three month period ended September 30, 2003 ("Q3/2003"). Poet was able to increase its revenues, in particular its license revenues, and at the same time we further reduced its total costs and operating expenses. Revenues for Q3/2003 increased 17% to $2.0 million, as compared with revenues of $1.7 million for Q2/2003. Licence revenues for Q3/2003 increased 29% to $1.1 million as compared with licence revenues of $874,000 for Q2/2003. Total costs and operating expenses for Q3/2003 increased 8% to $3.1 million as compared with $2.9 million for Q2/2003. Included in total costs and operating expenses for Q3/2003 are $317,000 of costs and expenses related to the merger with Versant which were recorded as G&A expenses. The operating loss for Q3/2003 decreased 5% to $1.2 million compared to Q2/2003. License revenues attributable to the catalog solutions product line increased approximately $141,000, or 75%, to $329,000 in Q3/2003. License revenues attributable to Poet's database product line, FastObjects, increased approximately $112,000, or 16%, to $798,000. Total service revenues increased approximately $31,000, or 4%, to $826,000 in Q3/2003. Compared to the quarter ended September 30, 2002 overall revenues increased by 15%, product revenues increased by 36%, total costs and operating expenses decreased by 48%, the operating loss decreased by 73% and net loss decreased by 75%. (POET LETTERHEAD) The Company had cash and cash equivalents of $9.2 million on September 30, 2003. Due to the expected expenses related to the merger with Versant in Q3 and Q4 of 2003, the Company now expects to approach positive operating income in the first quarter of 2004. Further details and information on the comparison of Q3/2003 and Q3/2002, including the balance sheet and the statement of operations, can be found in today's press release (www.poet.com). FURTHER INFORMATION: Poet Holdings, Inc., Swantje Stoevhase Phone: +49 40 60990-0, Email: investor@poet.com EX-99.2 4 f93772exv99w2.txt EXHIBIT 99.2 Exhibit 99.2 (POET LETTERHEAD) PRESS RELEASE POET HOLDINGS, INC. INCREASES REVENUES TO 2 MIO US-$ IN Q3 2003. HAMBURG, GERMANY - OCTOBER 21, 2003. Poet Holdings, Inc. (Prime Standard, ISIN: US7304471094), a leading provider of comprehensive catalog solutions, today announced financial results for the three month period ended September 30, 2003. "The third quarter 2003 was a huge step forward for Poet. First, we have signed an agreement to merge with Versant, which will strengthen our combined market position enormously. Second, we were able to increase our revenues, in particular our license revenues significantly and at the same time we further reduced our total costs and operating expenses. Third, we have released X-Solutions, the next generation of our catalog solutions product line. And I am especially excited about the fact that this new software enabled us to win two major new customers: DaimlerChrysler, one of the world's leading automotive companies, and also one of the largest electronic market places in Europe", stated Jochen Witte, President and CEO. Revenues for the third quarter of fiscal 2003 increased 17%, to $2.0 million, as compared with revenues of $1.7 million for the quarter ended June 30, 2003. Revenues from the sale of products for the third quarter of fiscal 2003 increased 29% to $1.1 million as compared with product revenues of $874,000 for the quarter ended June 30, 2003. Of total revenues, 95% were generated in Europe and 5% in other regions. Total costs and operating expenses for the third quarter of fiscal 2003 increased 8% to $3.1 million,.as compared with $2.9 million for the quarter ended June 30, 2003. Included in total costs and operating expenses for the third quarter of fiscal 2003 are $317,000 of costs and expenses related to the merger with Versant which were recorded as G&A expenses. The operating loss for the third quarter of fiscal 2003 decreased 5% to $1.2 million as compared to the quarter ended June 30, 2003. The net loss for the quarter ended September 30, 2003 was $1.0 million or $0.10 per share, based on weighted average shares outstanding (POET LETTERHEAD) PRESS RELEASE of approximately 10,925,000, compared to a net loss of $642,000, or $0.06 per share, for the quarter ended June 30, 2003, based on weighted average shares outstanding of approximately 10,922,000. Other income/expense contains a currency gain of $79,000 created from the appreciation of the Euro against the US-$. Compared to the quarter ended September 30, 2002 overall revenues increased by 15%, product revenues increased by 36%, total costs and operating expenses decreased by 48%, the operating loss decreased by 73% and net loss decreased by 75%. The current quarter ended September 30, 2003 compares to the preceding quarter ended June 30, 2003 as follows: License revenues attributable to the catalog solutions product line increased approximately $141,000, or 75%, to $329,000. License revenues attributable to Poet's database product line, FastObjects, increased approximately $112,000, or 16%, to $798,000. Total service revenues increased approximately $31,000, or 4%, to $826,000. The current quarter ended September 30, 2003 compares to last year's quarter ended September 30, 2002 as follows: License revenues attributable to the catalog solutions product line increased from approximately $309,000 by $20,000, or 7%. License revenues attributable to Poet's database product line, FastObjects, increased from approximately $523,000, by $275,000 or 53%. Total service revenues decreased from approximately $875,000 by $49,000, or 6%. The Company had cash and cash equivalents of $9.2 million on September 30, 2003. Due to the expected expenses related to the merger with Versant in Q3 and Q4 of 2003, the Company now expects to approach positive operating income in the first quarter of 2004. (POET LETTERHEAD) PRESS RELEASE FURTHER INFORMATION: Poet Holdings, Inc. Swantje Stoevhase Investor Relations Phone: +49 40 60990-0 Fax: +49 40 60990-114 investor@poet.com ABOUT POET HOLDINGS, INC. Poet Holdings, Inc. provides comprehensive catalog infrastructure solutions for B2B eCommerce and the Supplier Relationship Management. Leading buying organizations, suppliers and their resellers count on the Poet's catalog platforms to efficiently buy and sell their products online. Offering a unique self-service software for suppliers, the Company is the leading provider of catalog management solutions for electronic marketplaces. The Company also develops and markets "FastObjects by Poet", the award-winning object database designed for management of complex data in embedded systems and applications. Poet Holdings, Inc. is headquartered in Hamburg (Germany) and maintains branch offices and strategic partners in Munich, Paris, Tokyo and Foster City (USA). The Company is publicly traded on Frankfurt Stock Exchange under ISIN: US7304471094. For more information, visit www.poet.com. NOTE REGARDING FORWARD-LOOKING STATEMENTS. This press release contains forward-looking statements based on current expectations that involve risks and uncertainties, including risks associated with uncertainties pertaining to the timing and level of customer orders, demand for and market acceptance of products and services, development of markets for Poet Holdings, Inc. products and services, the U.S. and global economies, currency exchange fluctuations, revenue projections and other risks identified in Poet Holdings, Inc. SEC filings, including our report filed on Form 10-K for the year ended December 31, 2002, filed with the Securities and Exchange Commission (SEC). Due to these risks and uncertainties, Poet Holdings, Inc.'s actual results, events and performance may differ materially from the results discussed in the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Poet Holdings, Inc. undertakes no obligation to release publicly the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. The unaudited financial statements that follow should be read in conjunction with the notes set forth in Poet Holdings, Inc. Form 10-K filed with the United States Securities and Exchange Commission. (POET LETTERHEAD) PRESS RELEASE POET HOLDINGS, INC. AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share and par value amounts, Unaudited)
ASSETS September 30, December 31, 2003 2002 ------------- ------------ Current assets: Cash and equivalents $ 9,183 $ 9,055 Short term investments -- 2,981 Accounts receivable (net) 1,802 1,532 Inventories and other current assets 209 269 -------- -------- Total current assets 11,194 13,837 Property, furniture and equipment, net 401 541 Other assets 939 834 -------- -------- Total assets $ 12,534 $ 15,212 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 603 $ 513 Accrued liabilities 1,064 1,154 Restructuring accruals -- 725 Deferred revenue 547 419 -------- -------- Total current liabilities 2,214 2,811 -------- -------- Long term obligation 39 -- Stockholders' equity: Preferred stock, $0.001 par value; 3,000,000 shares authorized; no shares outstanding -- -- Common stock, $0.001 par value; 100,000,000 shares authorized Shares outstanding: 2003 - 10,924,606; 2002 - 10,893,646 11 11 Additional paid in capital 66,306 66,291 Deferred stock compensation -- -- Accumulated deficit (56,859) (54,533) Accumulated other comprehensive income 823 632 -------- -------- Total stockholders' equity 10,281 12,401 -------- -------- Total liabilities and stockholders' equity $ 12,534 $ 15,212 ======== ========
(POET LETTERHEAD) PRESS RELEASE POET HOLDINGS, INC. AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data, Unaudited)
Three Months Ended Nine Months Ended September 30 September 30 2003 2002 2003 2002 -------- -------- -------- -------- Revenues: Product $ 1,127 $ 830 $ 3,224 $ 3,459 Consulting and training 386 392 1,201 985 Support and maintenance 440 483 1,102 1,390 -------- -------- -------- -------- Total revenues 1,953 1,705 5,527 5,834 -------- -------- -------- -------- Costs and operating expenses: Cost of product 55 143 214 383 Cost of consulting and training 279 288 879 967 Cost of support and maintenance 205 343 613 1,093 Selling and marketing 1,075 1,748 3,210 6,211 Research and development 801 1,067 2,559 3,109 General and administrative 695 586 1,400 1,964 Restructuring Costs -- 1,773 -- 1,773 Amortization of deferred stock compensation (*) -- 13 -- 65 -------- -------- -------- -------- Total costs and operating expenses 3,110 5,961 8,875 15,565 -------- -------- -------- -------- Operating loss (1,157) (4,256) (3,348) (9,731) -------- -------- -------- -------- Other income (expense): Interest expense (1) (1) (3) (2) Interest income and other, net 111 31 1,035 332 -------- -------- -------- -------- Total other income (expense), net 110 30 1,032 330 -------- -------- -------- -------- Loss before income taxes (1,047) (4,226) (2,316) (9,401) Income tax expense -- (13) (11) (58) -------- -------- -------- -------- Net loss $ (1,047) $ (4,239) $ (2,327) $ (9,459) ======== ======== ======== ======== Other comprehensive income (loss) 54 (22) 192 150 -------- -------- -------- -------- Comprehensive loss $ (993) $ (4,261) $ (2,135) $ (9,309) ======== ======== ======== ======== Basic and diluted net loss per share $ (0.10) $ (0.39) $ (0.21) $ (0.87) ======== ======== ======== ======== Shares used in computing basic and diluted net loss per share 10,925 10,893 10,921 10,884 ======== ======== ======== ======== (*) Amortization of deferred stock compensation Cost of consulting and training $ -- $ 6 $ -- $ 8 Cost of support and maintenance -- 3 -- 2 Selling and marketing -- 25 -- 29 Research and development -- 16 -- 18 General and administrative -- 6 -- 8 -------- -------- -------- -------- $ -- $ 56 $ -- $ 65 ======== ======== ======== ========
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Delaware	000-28017	94-3221778

(State or other	(Commission File No.)	(IRS Employer
jurisdiction		Identification No.)
of incorporation)

Text of ad hoc notice dated October 21, 2003.

Text of press release dated October 21, 2003.