UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| 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.
OR
| ¨ | 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 000-29609
ONVIA.COM, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
91-1859172 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
1260 Mercer Street
Seattle, Washington 98109
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code): (206) 282-5170
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 shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No
Indicate by checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). ¨ Yes x No
Common stock, par value $.0001 per share: 7,667,263 shares outstanding as of April 15, 2003.
INDEX
| Page | ||||
| PART I. |
FINANCIAL INFORMATION |
|||
| Item 1. |
3 | |||
| Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
11 | ||
| Item 3. |
29 | |||
| Item 4. |
30 | |||
| PART II. |
OTHER INFORMATION |
|||
| Item 1. |
30 | |||
| Item 2. |
31 | |||
| Item 3. |
31 | |||
| Item 4. |
31 | |||
| Item 5. |
31 | |||
| Item 6. |
32 | |||
| 33 |
2
PART I. FINANCIAL INFORMATION
ONVIA.COM, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| March 31, 2003 |
December 31, 2002 |
|||||||
| (Unaudited) |
||||||||
| (In thousands) |
||||||||
| ASSETS |
||||||||
| CURRENT ASSETS: |
||||||||
| Cash and cash equivalents |
$ |
28,311 |
|
$ |
35,051 |
| ||
| Short-term investments |
|
7,796 |
|
|
3,551 |
| ||
| Accounts receivable, net |
|
234 |
|
|
298 |
| ||
| Prepaid expenses and other current assets |
|
1,456 |
|
|
1,013 |
| ||
| Total current assets |
|
37,797 |
|
|
39,913 |
| ||
| PROPERTY AND EQUIPMENT, NET |
|
2,883 |
|
|
3,571 |
| ||
| OTHER ASSETS, NET |
|
3,672 |
|
|
3,713 |
| ||
| TOTAL ASSETS |
$ |
44,352 |
|
$ |
47,197 |
| ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
| CURRENT LIABILITIES: |
||||||||
| Accounts payable |
$ |
434 |
|
$ |
819 |
| ||
| Accrued expenses |
|
1,028 |
|
|
1,003 |
| ||
| Accrued restructuring |
|
3,084 |
|
|
3,362 |
| ||
| Unearned revenue |
|
3,952 |
|
|
3,418 |
| ||
| Total current liabilities |
|
8,498 |
|
|
8,602 |
| ||
| LONG TERM LIABILITIES: |
||||||||
| Accrued restructuring |
|
6,205 |
|
|
6,824 |
| ||
| Other liabilities |
|
121 |
|
|
114 |
| ||
| Total liabilities |
|
14,824 |
|
|
15,540 |
| ||
| STOCKHOLDERS’ EQUITY: |
||||||||
| Common stock and additional paid in capital |
|
347,208 |
|
|
347,207 |
| ||
| Unearned stock compensation |
|
(232 |
) |
|
(410 |
) | ||
| Accumulated deficit |
|
(317,448 |
) |
|
(315,140 |
) | ||
| Total stockholders’ equity |
|
29,528 |
|
|
31,657 |
| ||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
$ |
44,352 |
|
$ |
47,197 |
| ||
See accompanying notes to the condensed consolidated financial statements.
3
ONVIA.COM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| Three Months Ended March 31, |
||||||||
| 2003 |
2002 |
|||||||
| (Unaudited) |
||||||||
| (in thousands, except per share data) |
||||||||
| Revenue |
$ |
2,204 |
|
$ |
1,567 |
| ||
| Cost of revenue |
|
296 |
|
|
375 |
| ||
| Gross margin |
|
1,908 |
|
|
1,192 |
| ||
| Operating expenses: |
||||||||
| Sales and marketing |
|
2,400 |
|
|
2,222 |
| ||
| Technology and development |
|
924 |
|
|
1,587 |
| ||
| General and administrative |
|
1,024 |
|
|
1,248 |
| ||
| Total operating expenses |
|
4,348 |
|
|
5,057 |
| ||
| Loss from operations |
|
(2,440 |
) |
|
(3,865 |
) | ||
| Other income, net |
|
132 |
|
|
405 |
| ||
| Net loss before cumulative effect of change in accounting principle |
|
(2,308 |
) |
|
(3,460 |
) | ||
| Cumulative effect of change in accounting principle |
|
— |
|
|
(16,468 |
) | ||
| Net loss |
$ |
(2,308 |
) |
$ |
(19,928 |
) | ||
| Basic and diluted net loss per common share: |
||||||||
| Net loss before cumulative effect of change in accounting principle |
$ |
(0.30 |
) |
$ |
(0.45 |
) | ||
| Cumulative effect of change in accounting principle |
$ |
— |
|
$ |
(2.13 |
) | ||
| Basic and diluted net loss per common share |
$ |
(0.30 |
) |
$ |
(2.58 |
) | ||
| Basic and diluted weighted average shares outstanding |
|
7,660 |
|
|
7,741 |
| ||
See accompanying notes to the condensed consolidated financial statements.
4
ONVIA.COM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Three Months Ended March 31, |
||||||||
| 2003 |
2002 |
|||||||
| (Unaudited) |
||||||||
| (In thousands) |
||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
| Net loss |
$ |
(2,308 |
) |
$ |
(19,928 |
) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
| Depreciation and amortization |
|
746 |
|
|
1,099 |
| ||
| Impairment of goodwill |
|
— |
|
|
16,468 |
| ||
| Noncash stock-based compensation |
|
178 |
|
|
456 |
| ||
| Amortization of debt discount |
|
— |
|
|
9 |
| ||
| Change in certain assets and liabilities: |
||||||||
| Accounts receivable |
|
64 |
|
|
(177 |
) | ||
| Prepaid expenses and other current assets |
|
(443 |
) |
|
(1,804 |
) | ||
| Other assets |
|
(10 |
) |
|
696 |
| ||
| Accounts payable |
|
(385 |
) |
|
(446 |
) | ||
| Accrued expenses |
|
25 |
|
|
(575 |
) | ||
| Other liabilities |
|
7 |
|
|
— |
| ||
| Accrued restructuring |
|
(897 |
) |
|
(2,679 |
) | ||
| Unearned revenue |
|
534 |
|
|
239 |
| ||
| Net cash used in operating activities |
|
(2,489 |
) |
|
(6,642 |
) | ||
| CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
| Additions to property and equipment |
|
— |
|
|
(3 |
) | ||
| Purchases of short-term investments |
|
(4,245 |
) |
|
— |
| ||
| Additions to internally developed software |
|
(6 |
) |
|
(91 |
) | ||
| Collections of employee receivables |
|
— |
|
|
3 |
| ||
| Net cash used in investing activities |
|
(4,251 |
) |
|
(91 |
) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
| Repayments on long-term debt |
|
— |
|
|
(932 |
) | ||
| Proceeds from exercise of stock options and warrants |
|
— |
|
|
1 |
| ||
| Repurchase of common stock |
|
— |
|
|
(254 |
) | ||
| Net cash used in financing activities |
|
— |
|
|
(1,185 |
|||