UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2003
[ ] Transition report pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934.
For the Transition Period From ______ to ______
COMMISSION FILE NUMBER 000-26867
INFOWAVE SOFTWARE, INC.
(exact name of registrant as specified in its charter)
BRITISH COLUMBIA, CANADA 98 0183915
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
200 - 4664 Lougheed Hwy.
Burnaby, British Columbia
Canada, V5C 5T5
(Address of principal executive offices)
Telephone (604) 473-3600
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days.
Yes X No
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes No X
Common shares outstanding at May 14, 2003: 66,659,578
INFOWAVE SOFTWARE, INC.
INDEX to the FORM 10-Q
For the Three Months Ended March 31, 2003
Part I. Financial Information
Item 1. Financial Statements
a) Consolidated Balance Sheets
March 31, 2003 and December 31, 2002.............................1
b) Consolidated Statements of Operations and Deficit
For the three months ended
March 31, 2003 and 2002..........................................2
c) Condensed Consolidated Statements of Cash Flows
For the three months ended
March 31, 2003 and 2002..........................................3
d) Notes to Consolidated Financial Statements.......................4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.................................9
Item 3. Quantitative and Qualitative Disclosures About Market Risk.........13
Item 4. Controls and Procedures............................................13
Part II. Other Information
Item 1. Legal Proceedings..................................................13
Item 2. Changes in Securities and Use of Proceeds..........................14
Item 3. Defaults upon Senior Securities....................................14
Item 4. Submission of Matters to a Vote of Security Holders................14
Item 5. Other Information..................................................14
Item 6. Exhibits and Reports on Form 8-K...................................14
Part III. Signatures and Certifications
Part I. Financial Information
Item 1. Financial Statements
INFOWAVE SOFTWARE, INC.
Consolidated Balance Sheets
(expressed in U.S. dollars)
================================================================================
March 31, 2003 Dec 31, 2002
(unaudited)
- --------------------------------------------------------------------------------
Assets
Current Assets:
Cash and cash equivalents $2,264,686 $2,755,929
Short term investments 358,112 355,614
Accounts receivable 425,974 394,712
Finished goods inventory 1,019 951
Prepaid expenses 66,286 135,402
- --------------------------------------------------------------------------------
3,116,077 3,642,608
Capital assets 498,761 490,783
Other assets 27,181 25,366
- --------------------------------------------------------------------------------
$3,642,019 $4,158,757
================================================================================
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable and accrued liabilities $729,661 $463,096
Deferred revenue 297,718 364,847
- --------------------------------------------------------------------------------
1,027,379 827,943
Shareholders' equity
Share capital
Authorized: 200,000,000 voting common shares
Issued: 66,659,578
(December 31, 2002: 66,439,578) 56,564,963 56,539,360
Additional paid-in capital 15,941 15,941
Other equity instruments 1,613,096 1,613,096
Deficit (55,297,602) (54,342,142)
Cumulative translation account (281,758) (495,441)
- --------------------------------------------------------------------------------
2,614,640 3,330,814
- --------------------------------------------------------------------------------
$3,642,019 $4,158,757
================================================================================
See accompanying notes to interim consolidated financial statements
1
INFOWAVE SOFTWARE, INC.
Consolidated Statements of Operations and Deficit
(expressed in U.S. dollars)
================================================================================
Three months ended
March 31, 2003 Dec 31, 2002
(unaudited) (unaudited)
- --------------------------------------------------------------------------------
Sales $411,856 $325,261
Cost of goods sold 56,839 37,167
- --------------------------------------------------------------------------------
355,017 288,094
Expenses:
Research and development 489,803 901,979
Sales and marketing 356,274 1,624,224
Administration 317,787 715,993
Depreciation and amortization 108,310 482,404
- --------------------------------------------------------------------------------
1,272,174 3,724,600
- --------------------------------------------------------------------------------
Loss from operations 917,157 3,436,506
Other expenses (income)
Interest and other income (14,787) (27,845)
Foreign Exchange 53,090 (32,636)
- --------------------------------------------------------------------------------
Net loss for the period 955,460 3,376,025
Deficit, beginning of period 54,342,142 44,626,077
- --------------------------------------------------------------------------------
Deficit, end of period $55,297,602 $48,002,102
- --------------------------------------------------------------------------------
Net loss per share $0.01 $0.09
- --------------------------------------------------------------------------------
Weighted average number of shares
outstanding 66,627,800 36,035,432
================================================================================
See accompanying notes to interim consolidated financial
2
INFOWAVE SOFTWARE, INC.
Condensed Consolidated Statements of Cash Flows
(expressed in U.S. dollars)
================================================================================
Three months ended
March 31, 2003 March 31, 2002
(unaudited) (unaudited)
- --------------------------------------------------------------------------------
Net cash (used in) operations ($614,139) ($2,221,313)
Cash flows from investing activities:
Change in short term investments 1,326 4,612
Purchase of capital assets (81,888) (80,724)
- --------------------------------------------------------------------------------
(80,562) (76,112)
Cash flows from financing activities:
Issuance of shares and warrants for cash, net
of issue costs 25,603 69,985
- --------------------------------------------------------------------------------
25,603 69,985
Foreign exchange gain (loss) on cash and cash
equivalents held in a foreign currency 177,855 (23,004)
- --------------------------------------------------------------------------------
Decrease in cash and cash equivalents (491,243) (2,250,444)
Cash and cash equivalents, beginning of period 2,755,929 9,087,788
- --------------------------------------------------------------------------------
Cash and cash equivalents, end of period $2,264,686 $6,837,344
================================================================================
See accompanying notes to interim consolidated financial statements
3
INFOWAVE SOFTWARE, INC.
Notes to Consolidated Financial Statements
(Dollar amounts expressed in U.S. dollars)
(Unaudited)
1. Basis of presentation
The accompanying unaudited consolidated financial statements do not include all
information and footnote disclosures required for an annual set of financial
statements under Canadian or United States generally accepted accounting
principles. In the opinion of management, all adjustments (consisting solely of
normal recurring accruals) considered necessary for a fair presentation of the
financial position, results of operations and cash flows as at March 31, 2003
and for all periods presented, have been included. Interim results for the three
month period ended March 31, 2003 are not necessarily indicative of the results
that may be expected for the fiscal year as a whole or for any interim period.
The unaudited consolidated balance sheets, statements of operations and deficit
and condensed statements of cash flows include the accounts of the Company and
its wholly owned subsidiary, Infowave USA Inc. These financial statements have
been prepared in accordance with Canadian generally accepted accounting
principles for interim financial information. Except as disclosed in note 6,
these financial statements comply, in all material respects, with generally
accepted accounting principles ("GAAP") in the United States. The accounting
principles used in these financial statements are those used in the preparation
of the Company's audited financial statements for the year ended December 31,
2002. These financial statements should be read in conjunction with the
financial statements and notes thereto included in the Company's annual report
on Form 10-K for the fiscal year ended December 31, 2002.
2. Continuing Operations
These financial statements have been prepared on a going concern basis
notwithstanding the fact that the Company has experienced operating losses and
negative cash flows from operations during the three-month period ended March
31, 2003 and in prior periods. To date, the Company has financed its continuing
operations through the issuance of common shares and special warrants, and more
recently from a credit facility provided by the Company's former Chief Executive
Officer. Continued operations of the Company will depend upon the attainment of
profitable operations, which may require the successful completion of external
financing arrangements.
A lower cost structure, together with estimated revenue, is expected to provide
the Company with sufficient working capital to fund the Company's operations for
the balance of 2003. However, unanticipated costs and expenses or lower than
anticipated revenues could necessitate additional financing or reductions in
expenditures which may include further restructuring of the Company. There can
be no assurances that such financing, if required, will be available on a timely
or cost effective basis. To the extent that such financing is not available on
terms favorable to the Company, or at all, or reductions in expenditures are
required, the Company may not be able to, or may be delayed in being able to
commercialize its products and services and to ultimately attain profitable
operations. The Company will continue to evaluate its projected expenditures
relative to its available cash and to evaluate additional means of financing and
cost reduction strategies in order to satisfy its working capital and other cash
requirements.
4
INFOWAVE SOFTWARE, INC.
Notes to Consolidated Financial Statements
(Dollar amounts expressed in U.S. dollars)
(Unaudited)
3. Significant Accounting Policies
These interim financial statements follow the same accounting policies and
methods of application as described in Note 2 to our Annual Consolidated
Financial Statements.
4. Shareholders' equity
Authorized:
200,000,000 voting common shares without par value
(a) Issued:
================================================================================
Number
of shares Amount
- --------------------------------------------------------------------------------
Outstanding, December 31, 2002 66,439,578 $56,539,360
Shares issued for cash on:
Exercise of options 220,000 25,603
- --------------------------------------------------------------------------------
Outstanding, March 31,2003 66,659,578 $56,564,963
(b) Share purchase options:
The Company has reserved common shares, to a maximum of 20% of the
total number outstanding from time-to-time, pursuant to an Employee
Stock Option Plan ("Plan"). The purpose of the Plan is to assist
eligible employees to participate in the growth and development of the
Company. Options to purchase common shares of the Company under the
Plan may be granted by the Board of Directors to certain full-time
employees of the Company. These options are granted in Canadian
dollars, vest over periods from three to four years and expire five
years from the date of grant. All stock options granted by the Company
are exercisable in Canadian dollars.
A summary of the status of the Company's stock option plan as of March
31, 2003 and December 31, 2002, and changes during the periods ended
on those dates is presented below:
5
INFOWAVE SOFTWARE, INC.
Notes to Consolidated Financial Statements
(Dollar amounts expressed in U.S. dollars)
(Unaudited)
================================================================================
March 31, 2003 December 31, 2002
--------------------- ---------------------
Weighted Weighted
average average
exercise exercise
Shares price Shares price
- --------------------------------------------------------------------------------
US$/Cdn$ US$/Cdn$
Outstanding, beginning of year 5,255,183 $1.78/2.77 6,416,689 $3.88/6.18
Granted 154,000 0.16/0.24 3,350,400 0.17/0.26
Exercised (220,000) 0.12/0.18 (193,086) 0.23/0.35
Cancelled (393,850) 1.75/2.64 (4,318,820) 3.84/5.99
- --------------------------------------------------------------------------------
Outstanding, end of quarter 4,795,333 $1.92/2.82 5,255,183 $1.78/2.77
================================================================================
(d) As at March 31, 2003, the Company had 4,795,333 (December 31, 2002 -
5,255,183) stock options outstanding with exercise prices ranging from
Cdn $0.15 to Cdn $64.50 and 29,343,761 (December 31, 2002 -
29,343,761) warrants outstanding with exercise prices ranging from Cdn
$0.24 to Cdn $1.10. As at March 31, 2003, 2,543,958 (December 31, 2002
- 2,077,298) stock options were exercisable. Of these instruments,
1,659,208 options and 24,151,261 warrants were not included in the
diluted per share calculations for the three months ended March 31,
2003 as their exercise prices were greater than or equal to the
average market value of the underlying shares during the respective
period.
(e) Under the intrinsic value method, the Company has not recognized any
compensation expense for options issued to its employees during the
three months ended March 31, 2003. Had the Company determined
compensation expense for option grants made to employees after
December 31, 2001 based on the fair values at grant dates of the stock
options consistent with the fair value method, the Company's loss and
loss per share would have been reported as the pro-forma amounts
indicated below:
================================================================
Three months Three months
ended ended
31-Mar-03 31-Mar-02
----------------------------------------------------------------
Net loss - as reported $955,460 $3,376,025
Net loss - pro forma $997,278 $3,381,604
Net loss per share - as reported $0.01 $0.09
Net loss per share - pro forma $0.01 $0.09
================================================================
The weighted average estimated fair value at the date of grant for
options granted during the three months ended March 31, 2003 was $0.07
per share.
The fair value of each option granted was estimated on the date of
grant using the Black-Scholes option pricing model with the following
assumptions:
6
INFOWAVE SOFTWARE, INC.
Notes to Consolidated Financial Statements
(Dollar amounts expressed in U.S. dollars)
(Unaudited)
================================================================
Three months ended
March 31, 2003
----------------------------------------------------------------
Risk-free interest rate 2.64%
Dividend yield -
Volatility factor 137%
Weighted average expected life of the
options 5 years
================================================================
For the purposes of pro-forma disclosures, the estimated fair value of the
options is amortized to expense on a straight-line basis over the vesting
period.
5. Comparative Figures
Certain prior period comparatives have been reclassified to confirm to the
current period presentation.
6. United States generally accepted accounting principles
These interim financial statements have been prepared in accordance with
generally accepted accounting principles ("GAAP") in Canada. Reference
should be made to note 15 of the Company's annual financial statements
filed with the Securities and Exchange Commission under cover of Form 10-K
for a description of material differences between Canadian and United
States GAAP. No additional reconciling items have been identified in the
period ended March 31, 2003. The following are the material measurement
differences from GAAP in the United States as they relate to the Company's
March 31, 2003 financial statements:
(a) Net loss and net loss per share:
===========================================================================
Three months ended
March 31, 2003 March 31, 2002
(unaudited) (unaudited)
---------------------------------------------------------------------------
Net loss in accordance with Canadian
and United States GAAP $955,460 $3,376,025
---------------------------------------------------------------------------
Weighted average number of shares outstanding
in accordance with Canadian and United States
GAAP 66,627,800 36,035,432
===========================================================================
---------------------------------------------------------------------------
Net loss per share in accordance with US GAAP $0.01 $0.09
===========================================================================
---------------------------------------------------------------------------
Net loss in accordance with United States GAAP $955,460 $3,376,026
Other comprehensive loss (income):
Foreign currency translation adjustment (213,683) 29,571
---------------------------------------------------------------------------
Comprehensive loss: $741,777 $3,405,597
===========================================================================
7
INFOWAVE SOFTWARE, INC.
Notes to Consolidated Financial Statements
(Dollar amounts expressed in U.S. dollars)
(Unaudited)
(b) Balance sheet:
===========================================================================================================
March 31, 2003 Dec 31, 2002
(unaudited)
- -----------------------------------------------------------------------------------------------------------
Total Assets
Total assets in accordance with Canadian GAAP, which is
equivalent to total assets in accordance with United
States GAAP $3,642,019 $4,158,757
===========================================================================================================
- -----------------------------------------------------------------------------------------------------------
Shareholders' Equity
Share capital in accordance with Canadian GAAP $56,564,963 $56,539,360
Foreign exchange effect on conversion of 1998 and prior
share capital transactions 543,269 543,269
Additional paid in capital relating to stock options issued
to non-employees 520,999 520,999
Additional paid in capital related to escrow shares 107,077 107,077
- -----------------------------------------------------------------------------------------------------------
Share capital in accordance with United States GAAP 57,736,308 57,710,705
- -----------------------------------------------------------------------------------------------------------
Additional paid-in-capital in accordance with Canadian
and United States GAAP 15,941 15,941
- -----------------------------------------------------------------------------------------------------------
Other equity instruments in accordance with Canadian
and United States GAAP 1,613,096 1,613,096
- -----------------------------------------------------------------------------------------------------------
Deficit in accordance with Canadian GAAP (55,297,602) (54,342,142)
Foreign exchange effect on conversion of 1998 and prior
income statements (189,240) (189,240)
Cumulative effect of stock based compensation relating
to stock options issued to non-employees (519,411) (519,411)
Cumulative effect of stock based compensation relating
to escrow shares (101,474) (101,474)
Adjustment for impairment of long lived assets to fair value - (422,762)
- -----------------------------------------------------------------------------------------------------------
Deficit in accordance with United States GAAP (56,107,727) (55,575,029)
- -----------------------------------------------------------------------------------------------------------
Cumulative translation account in accordance with Canadian
GAAP (281,758) (495,441)
Foreign exchange
effect on conversion of 1998 and prior financial statements (341,140) (341,140)
Cumulative foreign exchange effect of US GAAP
adjustments (20,080) (20,080)
- -----------------------------------------------------------------------------------------------------------
Cumulative translation account in accordance with United
States GAAP (642,978) (856,661)
- -----------------------------------------------------------------------------------------------------------
Shareholders' equity in accordance with United States GAAP $2,614,640 $2,908,052
- -----------------------------------------------------------------------------------------------------------
8
Item 2. Management's Discussion And Analysis Of Financial Condition And Results
Of Operations
Investors should read the following in conjunction with the unaudited financial
statements and notes thereto included in Part I - Item 1 of this Quarterly
Report, and the audited financial statements and notes thereto for the year
ended December 31, 2002 included in the Corporation's annual report on Form
10-K.
Forward-Looking Statements
Statements in this filing about future results, levels of activity, performance,
goals or achievements or other future events constitute forward-looking
statements. These statements involve known and unknown risks, uncertainties and
other factors that may cause actual results or events to differ materially from
those anticipated in any forward-looking statements. These factors include,
among others, those described in connection with the forward-looking statements,
and the factors listed in Exhibit 99.1 to this report, which is hereby
incorporated by reference in this report.
In some cases, forward-looking statements can be identified by the use of words
such as "may," "will," "should," "could," "expect," "plan," "intend,"
"anticipate," "believe," "estimate," "predict," "potential" or "continue" or the
negative or other variations of these words, or other comparable words or
phrases.
Although the Company believes that the expectations reflected in its
forward-looking statements are reasonable, it cannot guarantee future results,
levels of activity, performance or achievements or other future events.
Moreover, neither the Corporation nor anyone else assumes responsibility for the
accuracy and completeness of forward-looking statements. The Corporation is
under no duty to update any of its forward-looking statements after the date of
this filing. The reader should not place undue reliance on forward-looking
statements.
Critical Accounting Policies
In preparing the consolidated financial statements, estimates and judgements are
applied that affect the reported amounts of assets, liabilities, revenues and
expenses and the disclosure of contingent assets and liabilities for the
reporting periods. The Company bases its estimates on historical experience and
on various other assumptions that are believed to be reasonable in the
circumstances, the results of which form the basis for making judgements about
the carrying values of assets and liabilities that are not readily available
from other sources. On an on-going basis, the Company evaluates areas of
estimate or judgement to ensure they reflect currently available assessments and
knowledge. Actual results may differ from these estimates under different
assumptions and conditions.
The Company believes that the following critical accounting policies affect the
more significant judgements and estimates.
The consolidated financial statements reflect a full valuation allowance against
the net future income tax assets based on the Company's assessment that it is
not more likely than not that it will able to utilize certain deductions before
their expiry. The Company's assessment is based on a judgement of the ongoing
existence of estimated losses before such deductions and the inherent
uncertainties as to the timing of future income for tax purposes before loss
carry forwards, if any. Changes in the timing of the recognition and amount of
revenues and expenses in the future may impact the Company's ability to utilize
these deductions.
9
The Company recognizes revenue on the percentage-of-completion basis for
software development contracts. The Company assesses the portion of each
contract that is completed based upon estimates of time and resources incurred
and required for completion of the contract. Various factors, including
unforeseen complications in the development and availability of key resources,
could materially impact these estimates. No new software development contracts
have been signed in the three months ended March 31, 2003.
The Company prepares its financial statements in accordance with Canadian
Generally Accepted Accounting Principles ("GAAP") and subsequently reconciles
them to US GAAP. A detailed description of this reconciliation, and assumptions
therein, is included in Note 6 to the financial statements.
The Company's Significant Accounting Policies are described in Note 2 to the
Consolidated Financial Statements found in Item 8 of the Company's Form 10-K
filed on March 26, 2003.
Overview
Infowave Software, Inc. ("Infowave" or the "Company") develops, markets and
sells infrastructure software solutions that facilitate wireless computing for
individuals, workgroups, enterprises and network operators. Focused on enabling
the wireless workplace since 1993, Infowave's product solutions connect workers
wirelessly in real-time to their corporate data, enabling businesses to
communicate more easily, deliver effective customer service and conduct more
business from any location.
The Company recently expanded its software product offering during the three
month period ended March 31, 2003 to include wireless personal email solutions
with its Symmetry Express wireless consumer solution. The Company also recently
expanded its software product offering with its announcement on April 25, 2003
of its strategic partnership with Symbian.
The Company also provides a complete range of wireless solutions for corporate
users, ranging from the individual email service of Symmetry Pro, to workgroups
and enterprises served by Symmetry Pro Workgroup and Symmetry Pro Enterprise
editions. The Company also offers the Wireless Business Engine(TM), a wireless
platform for large corporations that provides access to email and collaboration
tools, corporate intranets, the Internet, Web-enabled applications and legacy
and client/server applications from a wide range of wireless devices such as
handheld computers, laptops, PDAs and emerging integrated phone devices.
The Company announced in January 2003, that it will collaborate with Microsoft
to develop and market solutions for mobile network operators based on the
Windows Powered Microsoft mobile device platforms.
The Company is amalgamated under the Company Act (British Columbia). The
Company's head office and development facilities are located at The Infowave
Building, Suite 200, 4664 Lougheed Highway, Burnaby, British Columbia, Canada,
V5C 5T5 (telephone 604.473.3600). The Company's registered office is at Suite
2600, Three Bentall Centre, 595 Burrard Street, PO Box 49314, Vancouver, British
Columbia, Canada, V7X 1L3. The Company's wholly owned subsidiary, Infowave USA
Inc., is incorporated under the laws of the State of Washington at Suite 500,
3535 Factoria Blvd. SE, Bellevue, Washington, 98006. The Company operates a
sales office in London, England at Cardinal Point, Park Road, Rickmansworth,
Hertfordshire WD3 1RE 4JS (telephone + 44 (1923) 432 632). The Company also has
a master reseller agreement with an agency for Continental Europe
10
located at Dreimuhlenstra(beta)e 27, 80476 Munchen / Munich, Germany (telephone
49 89 767368-94).
First quarter 2003 compared to fourth quarter of 2002 and to first quarter of
2002.
Revenues for the first quarter of 2003 were $411,856 representing an increase of
37% from $301,388 in the fourth quarter of 2002 and an increase of 27% from
$325,261 in the first quarter of 2002.
Revenue mix for the three months ended March 31, 2003 was attributable to 25%
from software license fees, 23% from maintenance and support fees, and 52% from
technical service fees. This compares to 37% and 61% from software license fees,
30% and 29% from maintenance and support fees, and 33% and 10% from technical
service fees for the three month periods ended December 31, 2002 and March 31,
2002, respectively. The reduction in license revenue as a percentage of total
revenues is attributable to the Company's transition to a blended revenue model
due to the introduction of subscription based licensing to the Company's
perpetual licensing arrangements.
Gross margins for the first quarter of 2003 were 86%, compared to 87% in the
previous quarter ended December 31, 2002 and 89% in the quarter ended March 31,
2002.
Total expenses for the first quarter ended March 31, 2003 were $1,272,174 which
decreased 2% from $1,297,743 in the previous quarter and decreased 66% from
$3,724,600 in the first quarter of 2002. This decrease over the three month
period ended March 31, 2002 is attributable to the restructuring initiatives
performed by the Company during the year ended December 31, 2002.
Operating expenses (excluding amortization) were $1,163,864 for the first
quarter 2003, representing a 3% increase from $1,132,134 in the fourth quarter
of 2002 and a 64% decrease from $3,242,196 in the first quarter of 2002. This
decrease over the three month period ended March 31, 2002 is attributable to the
restructuring initiatives performed by the Company during the year ended
December 31, 2002.
Total research and development ("R&D") expenses for the first quarter of 2003
totaled $489,803 representing an increase of 37% from the prior quarter total of
$357,036 and 46% decrease from $901,979 in the first quarter of 2002. The
Company continues to ensure that its investment in R&D is sufficient to support
its current product line. Approximately 50% of the Company's total headcount
remains in R&D. This decrease over the three month period year ended March 31,
2002 is attributable to the restructuring initiatives performed by the Company
during the year ended December 31, 2002.
Sales & marketing expenses for the quarter ended March 31, 2003 were $356,274,
compared to $453,498 in the fourth quarter of 2002 and $1,624,224 in the first
quarter of 2002. The decrease of 21% from the previous quarter was due to
reductions in headcount and due to lower spending in areas such as direct
marketing programs and other promotion initiatives. This decrease over the three
month period ended March 31, 2002 is attributable to the restructuring
initiatives performed by the Company during the year ended December 31, 2002.
General and administrative ("G&A") expenses of $317,787 decreased by 1% from
expenses of $321,600 in the prior quarter and 56% from expenses of $715,993 in
the comparable period in 2002. This decrease over the three month period ended
March 31, 2002 is attributable to the restructuring initiatives performed by the
Company during the year ended December 31, 2002.
11
Amortization expense totaled $108,310 in the quarter ended March 31, 2003 which
is 35% lower than amortization expense of $165,609 in the prior quarter and 78%
lower than $482,404 in the third quarter of 2002. This decrease over the three
month ended March 31, 2002 is attributable to the restructuring initiatives
performed by the Company during the year ended December 31, 2002.
Foreign exchange loss was $53,090 for the first quarter of 2003, compared to a
loss of $12,132 in the prior quarter and a gain of $32,636 in the first quarter
of 2002. The changes are due to fluctuations in the foreign exchange rate
between the Canadian and US Dollar. The Canadian dollar strengthened
approximately 6% against the US dollar during the quarter that impacted the
Company's results as significant portions of the Company's monetary balances are
in US denomination.
Liquidity and Capital Resources
The Company's cash, cash equivalents and short-term investments at March 31,
2003 totaled $2,622,798. Included in this total amount is security of $150,000
held in short term investments to support a lease obligation and $350,000 being
held as allocated funds for potential severance as related to previously
initiated business restructuring during the prior year.
The Company had total working capital of $2,088,698 at March 31, 2003, compared
to $2,814,665 at December 31, 2002 and $6,349,301 at March 31, 2002.
Capital assets increased from $490,783 at December 31, 2002 to $498,761 at March
31, 2003 due capital asset additions to computer software required to maintain
operating activities.
On August 14, 2002, the Company made a minority equity investment in a software
sub-developer company based in Vancouver, Canada, who has provided services to
the Company in the past year. The strategic investment strengthens that
relationship and provides the Company an allowance against future contract
services and software licenses for development tools. The value of the
investment is reflected in other assets on the balance sheet as at March 31,
2003.
As at March 31, 2003, the Company's primary sources of liquidity consisted of
cash and short-term investments, an operating loan facility, and a convertible
loan agreement. The operating loan facility has a credit limit of Cdn $100,000,
secured by short-term investments. The convertible loan agreement, signed on
March 8, 2002 with HP, provides the Company with access to funds under a
convertible revolving loan of up to $2,000,000. The principal amount outstanding
under the loan may be converted into Common Shares at a price of $1.00 per
share, at any time up to March 8, 2005, subject to adjustment in certain
circumstances. The Company could draw down amounts under the loan up to a
maximum of the lesser of $2.0 million or the adjusted net working capital of the
Company. Until December 31, 2002, the Company could draw down amounts not to
exceed $2.0 million or 150% of the total amount of the Company's cash, cash
equivalents and net accounts receivable from HP. During the remainder of the
term of the HP loan, the Company may draw down amounts not to exceed the lesser
of $2.0 million or the Company's adjusted net working capital (as described in
the loan agreement). The principal amount outstanding bears interest at prime
plus 3.25%. Certain assets of the Company, excluding its intellectual property,
secure the loan. At March 31, 2003, no amounts were outstanding on the operating
line or the convertible loan.
12
The Company believes that the total amount of cash, cash equivalents and
short-term investments will be sufficient to ensure that the Company remains
funded through the third quarter of 2003. Thereafter, the Company may need to
raise additional capital for working capital or expenses. The Company may also
encounter opportunities for acquisitions or other business initiatives that
require significant cash commitments, or unanticipated problems or expenses that
could result in a requirement for additional cash before that time. There can be
no assurance that additional financing will be available on terms favorable to
the Company or its shareholders, or on any terms at all. The inability to obtain
such financing would have a material adverse impact on the Corporation's
operations. To the extent that such financing is available, it may result in
substantial dilution to existing shareholders.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company conducts the majority of its transactions in Canadian dollars and,
therefore, uses the Canadian dollar as its base currency of measurement.
However, most of the Company's revenues and some of its expenses are denominated
in United States dollars which results in an exposure to foreign currency gains
and losses on the resulting US dollar denominated cash, accounts receivable, and
accounts payable balances. As of March 31, 2003, the Company has not engaged in
derivative hedging activities on foreign currency transactions and/or balances.
Although realized foreign currency gains and losses have not historically been
material, fluctuations in exchange rates between the United States dollar and
other foreign currencies and the Canadian dollar could materially affect the
Company's results of operations. To the extent that the Company implements
hedging activities in the future with respect to foreign currency exchange
transactions, there can be no assurance that the Company will be successful in
such hedging activities.
While the Company believes that inflation has not had a material adverse effect
on its results of operations, there can be no assurance that inflation will not
have a material adverse effect on the Company's results of operations in the
future.
Item 4. Controls and Procedures
(a) Evaluation of disclosure controls and procedures
Under the supervision and with the participation of the Company's management,
including the members of its Office of the President and Chief Financial
Officer, the Company evaluated the effectiveness of the design and operation of
its disclosure controls and procedures (as defined in Rule 13a-14(c) and
15d-14(c) under the Securities Exchange Act of 1934, as amended) as of a date
(the "Evaluation Date") within 90 days prior to the filing date of this report.
Based upon that evaluation, the members of the Office of the President and Chief
Financial Officer concluded that, as of the Evaluation Date, the Company's
disclosure controls and procedures were effective in timely alerting them to the
material information relating to the Company (or its consolidated subsidiaries)
required to be included in the Company's periodic SEC filings.
(b) Changes in internal controls
There were no significant changes made in the Company's internal controls or, to
its knowledge, in other factors that could significantly affect these controls
subsequent to the date of their evaluation.
Part II. Other Information
Item 1. Legal Proceedings
None.
13
Item 2. Changes in Securities and Use of Proceeds
In the quarter ending March 31, 2003, 220,000 options were exercised for gross
proceeds of $25,603. The options were exercised outside the United States and
the common shares issuable upon exercise of such options were issued to persons
outside the United States in reliance upon the exclusion from registration
available under Regulation S promulgated under the Securities Act of 1933, as
amended.
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
2.1(1) Asset Purchase Agreement dated September 8, 2000 between the
Corporation and Strydent Software Inc.
3.1(2) Memorandum and Articles of registrant
*4.1(2) Employee Incentive Plan dated April 28, 1997, as supplemented
September 25, 1997
4.2(2) Special Warrant Indenture dated April 20, 1998 between the
Corporation and Montreal Trust Company of Canada
4.3(3) Special Warrant Indenture dated June 30, 1999 between the
Corporation and Montreal Trust Company of Canada
4.4(4) Special Warrant Indenture dated April 13, 2000 between the
Corporation and Montreal Trust Company
*4.5(5) Stock Option Plan, as amended
4.6(6) Form of Shareholders Rights Plan Agreement dated as of June 5,
2000 between the Corporation and Montreal Trust Company of Canada
4.7(10) Warrant Certificate dated July 24, 2001 issued to Thomas Koll
10.1(2) Investor Relations Agreement dated September 1, 1998 between
the Corporation and IRG Investor Relations Group Ltd.
10.2(2) Investor Relations Agreement dated September 1, 1998 between
the Corporation and Staff Financial Group Ltd. and 549452 BC Ltd.
10.3(2) Loan Facility dated October 29, 1998 with a Canadian chartered
bank
10.4(3) Lease Agreement dated February 12, 1998 between Riocan
Holdings Inc. and the Corporation
14
10.5(3) Lease Agreement dated November 23, 1999 between Bedford
Property Investors, Inc. and the Corporation
*10.6(2) Corporate Development Agreement dated October 26, 1998
between the Corporation and Capital Ridge Communications Inc.
(formerly "Channel One Systems Corp.")
10.7(2) Strategic Partnership Agreement dated March 6, 1998 between
the Corporation and BellSouth Wireless Data
10.8(2) Development Agreement dated March 4, 1998 between the
Corporation and Hewlett-Packard
10.9(2) Source Code License Agreement dated March 31, 1998 between the
Corporation and DTS
10.10(2) Source Code License Agreement dated June 9, 1998 between the
Corporation and Wynd Communications Corporation
10.11(2) Source Code License Agreement dated November 13, 1997 between
the Corporation and Apple Computers
10.12(2) OEM License Agreement dated December 5, 1997 between the
Corporation and Certicom Corp.
10.13(2) Letter Agreement dated April 20, 1998 between the Corporation
and Lexmark International, Inc.
*10.14(2) Employment Agreement dated May 2, 1991 between the
Corporation and Jim McIntosh
*10.15(2) Employment Agreement dated May 23, 1997 between the
Corporation and Bijan Sanii
*10.16(3) Employment Agreement dated September 16, 1999 between the
Corporation and Todd Carter
10.17(2) Agency Agreement dated March 31, 1998 between the
Corporation, Canaccord Capital Corporation and Yorkton Securities Inc.
10.18(2) Consulting Agreement dated July 4, 1997 between the
Corporation and GWM Enterprises Ltd.
10.19(3) Agency Agreement dated June 18, 1999 between the Corporation,
Canaccord Capital Corporation, Yorkton Securities, Inc., Sprott
Securities Limited and Taurus Capital Markets Ltd.
10.20(4) Letter of Intent dated May 8, 2000 among the Corporation,
Kevin Jampole and Robert Heath
10.21(7) Lease Agreement dated April 26, 2000 between the Corporation
and Tonko-Novam Management Ltd.
*10.22(8) Employment Agreement dated December 14, 2000 between the
Corporation and Thomas Koll
10.23(8) Lease dated December 7, 2000 between the Corporation and
Principal Development Investors, L.L.C.
15
10.24(9) Employment Agreement dated April 16, 2001 between the
Corporation and Jeff Feinstein
10.25(9) Lease Agreement between the Corporation and Sterling Realty
Organization Co.
10.26(9) Lease Termination Agreement dated May 24, 2001 between the
Corporation and Principal Development Investors, LLC
10.27(10) Loan Agreement dated July 24, 2001 between the Corporation
and Thomas Koll
10.28(10) Security Agreement dated July 24, 2001 made by the
Corporation in favor of Thomas Koll
10.29(10) Intellectual Property Security Agreement dated July 24, 2001
made by the Corporation in favor of Thomas Koll
10.30(10) Loan Agreement dated August 10, 2001 between the Corporation
and Sal Visca
10.31(10) Promissory Note dated August 10, 2001 between the
Corporation and Sal Visca
10.32(10) Employment letter dated August 10, 2001 between the
Corporation and Sal Visca
*10.33(11) Employment letter dated March 8, 2002 between the
Corporation and George Reznik
10.34(11) Convertible loan agreement dated March 8, 2002 between the
Corporation and Compaq
10.35(12) Lease Termination Agreement dated May 25, 2002 between the
Corporation and Sterling Realty Organization Co.
10.36(12) Lease Agreement dated June 18, 2002 between the Corporation
and Tonko Realty Advisors (B.C.) Ltd.
10.37(12) Surrender of Lease Agreement dated June 18, 2002 between the
Corporation and Tonko Realty Advisors (B.C.) Ltd.
10.38(12) Surrender of Lease Agreement dated June 18, 2002 between the
Corporation and Tonko Realty Advisors (B.C.) Ltd.
10.39(12) Modification and Partial Surrender of Lease Agreement dated
June 18, 2002 between the Corporation and Tonko Realty Advisors (B.C.)
Ltd.
*10.40(13) Employment Agreement between the Corporation and Sal Visca
dated November 26, 1999
*10.41(13) Amendment to Employment Agreement between the Corporation
and Sal Visca dated February 1, 2002
*10.42(13) Amendment to Employment Agreement between the Corporation
and Sal Visca dated July 9, 2002
*10.43(13) Amendment to Employment Agreement between the Corporation
and Sal Visca dated September 5, 2002
16
*10.44(13) Employment Agreement between the Corporation and Thomas
Koll dated April 23, 2002
*10.45(13) Employment Agreement between the Corporation and Ron Jasper
dated October 10, 1997
*10,46(13) Amendment to Employment Agreement between the Corporation
and Ron Jasper dated July 9, 2002
*10.47(13) Employment Agreement between the Corporation and Bill Tam
dated July 9, 2002
*10.48(13) Employment Agreement between the Corporation and George
Reznik dated July 9, 2002
99.1 Private Securities Litigation Reform Act of 1995 - Safe Harbor
for Forward-Looking Statement
* Indicates management contract or compensatory plan or arrangement.
(1) Incorporated by reference to the Corporation's Form 8-K filed on
September 25, 2000.
(2) Incorporated by reference to the Corporation's Registration
Statement on Form 20-F (No. 0-29944).
(3) Incorporated by reference to the Corporation's Annual Report on
Form 10-K for the year ended December 31, 1999.
(4) Incorporated by reference to the Corporation's Annual Report on
Form 10-Q for the period ended March 31, 2000.
(5) Incorporated by reference to the Corporation's Registration
Statement on Form S-8 (Registration No. 333-39582) filed on June 19,
2000
(6) Incorporated by reference to the Corporation's Registration
Statement on Form 8-A filed on July 13, 2000
(7) Incorporated by reference to the Corporation's Quarterly Report on
Form 10-Q for the period ended June 30, 2000.
(8) Incorporated by reference to the Corporation's Annual Report on
Form 10-K for the year ended December 31, 2000.
(9) Incorporated by reference to the Corporation's Quarterly Report on
Form 10-Q for the period ended June 30, 2001.
(10) Incorporated by reference to the Corporation's Quarterly Report
on Form 10-Q for the period ended September 30, 2001.
(11) Incorporated by reference to the Corporation's Annual Report on
Form 10-K for the year ended December 31, 2001.
(12) Incorporated by reference to the Corporation's Quarterly Report
on Form 10-Q for the period ended June 30, 2002.
(13) Incorporated by reference to the Corporation's Form 8-K filed on
September 26, 2002.
(b) Reports on Form 8-K
On September 26, 2002, the Company filed a form 8-K with several
material agreements attached as exhibits thereto and furnished the
certification of Jim McIntosh, who is a member of the Company's Office
of the President, made pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 in connection with the Company's quarterly report on Form
10-Q filed on August 14, 2002. The information in a Form 8-K furnished
pursuant to Item 9 shall not be deemed filed under the Securities
Exchange Act of 1934, as amended.
17
Part III. 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 thereunto duly authorized.
Date: May 14, 2003
INFOWAVE SOFTWARE, INC.
/s/ George Reznik
------------------------------------
George Reznik
Chief Financial Officer
(Principal Financial and Accounting
Officer and Duly Authorized Officer)
18
CERTIFICATION
I, George Reznik, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Infowave Software,
Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 14, 2003 /s/ George Reznik
---------------------- ------------------------------------
George Reznik
Chief Financial Officer, Office of the President
(Principal Financial and Accounting Officer and
Principal Executive Officer)
CERTIFICATION
I, Bill Tam, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Infowave Software,
Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 14, 2003 /s/ Bill Tam
---------------------- ---------------------------------------------
Bill Tam
Office of the President
(Principal Executive Officer)
CERTIFICATION
I, Sal Visca, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Infowave Software,
Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 14, 2003 /s/ Sal Visca
---------------------- ----------------------------------------------
Sal Visca
Office of the President
(Principal Executive Officer)
CERTIFICATION
I, Jim McIntosh, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Infowave Software,
Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 14, 2003 /s/ Jim McIntosh
---------------------- ---------------------------------------------
Jim McIntosh
Office of the President
(Principal Executive Officer)
CERTIFICATION OF GEORGE REZNIK AS CHIEF FINANCIAL OFFICER AND
A MEMBER OF THE CORPORATION'S OFFICE OF THE PRESIDENT
PURSUANT TO
18 U.S.C. 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Infowave Software Inc. (the
"Company") on Form 10-Q for the period ended March 31, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I George
Reznik, Chief Financial Officer and a member of the Office of the President of
the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:
(1) The report fully complies with the requirements of the Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly represents, in all
material respects, the financial condition and results of operations
of the Company.
/s/ George Reznik
--------------------------------
George Reznik
Chief Financial Officer,
Office of the President
(Principal Financial and
Accounting Officer and Principal
Executive Officer)
May 14, 2003
CERTIFICATION OF BILL TAM AS A MEMBER OF THE CORPORATION'S
OFFICE OF THE PRESIDENT PURSUANT TO
18 U.S.C. 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Infowave Software Inc. (the
"Company") on Form 10-Q for the period ended March 31, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I Bill
Tam, a member of the Office of the President of the Company, certify, pursuant
to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, that:
(1) The report fully complies with the requirements of the Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly represents, in all
material respects, the financial condition and results of operations
of the Company.
/s/ Bill Tam
--------------------------------
Bill Tam
Office of the President
(Principal Executive Officer)
May 14, 2003
CERTIFICATION OF SAL VISCA AS A MEMBER OF THE CORPORATION'S
OFFICE OF THE PRESIDENT PURSUANT TO
18 U.S.C. 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Infowave Software Inc. (the
"Company") on Form 10-Q for the period ended March 31, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I Sal
Visca, a member of the Office of the President of the Company, certify, pursuant
to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, that:
(1) The report fully complies with the requirements of the Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly represents, in all
material respects, the financial condition and results of operations
of the Company.
/s/ Sal Visca
--------------------------------
Sal Visca
Office of the President
(Principal Executive Officer)
May 14, 2003
CERTIFICATION OF JIM MCINTOSH AS A MEMBER OF THE CORPORATION'S
OFFICE OF THE PRESIDENT PURSUANT TO
18 U.S.C. 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Infowave Software Inc. (the
"Company") on Form 10-Q for the period ended March 31, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Jim
McIntosh, a member of the Office of the President of the Company, certify,
pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
(1) The report fully complies with the requirements of the Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly represents, in all
material respects, the financial condition and results of operations
of the Company.
/s/ Jim McIntosh
--------------------------------
Jim McIntosh
Office of the President
(Principal Executive Officer)
May 14, 2003