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 000-30963
Viewlocity, Inc.
(Exact name of registrant as specified in its charter)
| Georgia |
14-1683872 | |
| (State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) | |
| 3475 Piedmont Road, Suite 1700, Atlanta, Georgia |
30305 | |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (404) 267-6400
(Former name or former address, if changed since last report)
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. 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
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of May 12, 2003, there were 5,893,654 shares of common stock, $.01 par value, outstanding.
VIEWLOCITY, INC.
| Item No. |
Page No. |
Page No. | ||
| PART I—FINANCIAL INFORMATON |
||||
| Item1. |
||||
| Consolidated Balance Sheets (As of December 31, 2002 and March 31, 2003) |
2 | |||
| Consolidated Statements of Operations (For the three months ended March 31, 2002 and 2003) |
3 | |||
| Consolidated Statements of Cash Flows (For the three months ended March 31, 2002 and 2003) |
5 | |||
| 6 | ||||
| Item 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
11 | ||
| Item 3. |
17 | |||
| Item 4. |
18 | |||
| PART II—OTHER INFORMATION |
||||
| Item 2. |
18 | |||
| Item 6. |
19 | |||
| 19 | ||||
| 20 |
PART I-FINANCIAL INFORMATION
VIEWLOCITY, INC. AND SUBSIDIARIES
(in thousands, except share and per share data)
| December 31, 2002 |
March 31, 2003 |
|||||||
| (Unaudited) |
||||||||
| ASSETS |
||||||||
| Cash and cash equivalents |
$ |
15,152 |
|
$ |
8,677 |
| ||
| Accounts receivable, net |
|
6,689 |
|
|
5,300 |
| ||
| Other receivables |
|
464 |
|
|
457 |
| ||
| Prepaid expenses and other current assets |
|
539 |
|
|
757 |
| ||
| Total current assets |
|
22,844 |
|
|
15,191 |
| ||
| Property and equipment, net |
|
2,017 |
|
|
1,546 |
| ||
| Goodwill |
|
9,341 |
|
|
9,341 |
| ||
| Other intangible assets, net |
|
8,140 |
|
|
7,621 |
| ||
| Other non current assets |
|
1,150 |
|
|
1,217 |
| ||
| Total assets |
$ |
43,492 |
|
$ |
34,916 |
| ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
| Accounts payable |
$ |
4,045 |
|
$ |
2,660 |
| ||
| Short-term debt |
|
3,014 |
|
|
3,014 |
| ||
| Current portion of capital lease obligations |
|
1,019 |
|
|
1,021 |
| ||
| Current portion of restructuring reserve |
|
1,897 |
|
|
1,428 |
| ||
| Accrued expenses |
|
4,293 |
|
|
2,265 |
| ||
| Deferred revenue |
|
5,239 |
|
|
4,564 |
| ||
| Total current liabilities |
|
19,507 |
|
|
14,952 |
| ||
| Capital lease obligations, less current portion |
|
433 |
|
|
220 |
| ||
| Long-term debt |
|
6,500 |
|
|
6,500 |
| ||
| Restructuring reserve, less current portion |
|
1,329 |
|
|
798 |
| ||
| Other non-current liabilities |
|
303 |
|
|
679 |
| ||
| Total liabilities |
|
28,072 |
|
|
23,149 |
| ||
| Commitments and contingencies |
||||||||
| Stockholders’ equity |
||||||||
| Series A convertible preferred stock: $.01 par value; 13,200,000 shares authorized; 11,132,828 shares issued and outstanding at December 31, 2002 and March 31, 2003 |
|
25,858 |
|
|
25,858 |
| ||
| Common stock: $.01 par value; 100,000,000 shares authorized; 5,893,654 shares issued and outstanding at December 31, 2002 and March 31, 2003 |
|
59 |
|
|
59 |
| ||
| Additional paid in capital |
|
175,378 |
|
|
175,378 |
| ||
| Accumulated deficit |
|
(185,523 |
) |
|
(189,189 |
) | ||
| Accumulated other comprehensive loss |
|
(352 |
) |
|
(339 |
) | ||
| Total stockholders’ equity |
|
15,420 |
|
|
11,767 |
| ||
| Total liabilities and stockholders’ equity |
$ |
43,492 |
|
$ |
34,916 |
| ||
The accompanying notes are an integral part of these consolidated financial statements.
2
VIEWLOCITY, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
For the three months ended March 31, 2002 and 2003 (Unaudited)
(in thousands, except share and per share data)
| Three Months Ended |
||||||||
| March 31, |
||||||||
| 2002 |
2003 |
|||||||
| (Unaudited) |
||||||||
| Revenue |
||||||||
| License |
$ |
63 |
|
$ |
1,046 |
| ||
| Support |
|
115 |
|
|
1,540 |
| ||
| Services |
|
320 |
|
|
2,355 |
| ||
| Total revenue |
|
498 |
|
|
4,941 |
| ||
| Cost of revenue |
||||||||
| License |
|
— |
|
|
28 |
| ||
| Support |
|
— |
|
|
285 |
| ||
| Services |
|
476 |
|
|
2,141 |
| ||
| Amortization of acquired technology |
|
— |
|
|
398 |
| ||
| Total cost of revenue |
|
476 |
|
|
2,852 |
| ||
| Gross profit |
|
22 |
|
|
2,089 |
| ||
| Operating expenses |
||||||||
| Sales and marketing |
|
3,609 |
|
|
2,079 |
| ||
| Research and development |
|
1,524 |
|
|
1,747 |
| ||
| General and administrative |
|
1,000 |
|
|
1,073 |
| ||
| Restructuring and other, net |
|
— |
|
|
10 |
| ||
| Depreciation and amortization |
|
786 |
|
|
604 |
| ||
| Total operating expenses |
|
6,919 |
|
|
5,513 |
| ||
| Operating loss |
|
(6,897 |
) |
|
(3,424 |
) | ||
| Minority interest in net loss of subsidiary |
|
115 |
|
|
— |
| ||
| Other income / (expense), net |
|
(504 |
) |
|
(242 |
) | ||
| Loss from continuing operations before income taxes |
|
(7,286 |
) |
|
(3,666 |
) | ||
| Income tax benefit (provision) |
|
— |
|
|
— |
| ||
| Loss from continuing operations |
$ |
(7,286 |
) |
$ |
(3,666 |
) | ||
| Discontinued operations |
||||||||
| Loss from operations of integration business |
|
(1,110 |
) |
|
— |
| ||
| Income tax benefit |
|
9 |
|
|
— |
| ||
| Gain from sale of integration business |
|
14,404 |
|
|
— |
| ||
| Income from discontinued operations |
|
13,303 |
|
|
— |
| ||
| Net income (loss ) |
$ |
6,017 |
|
$ |
(3,666 |
) | ||
| Preferred stock dividends |
|
— |
|
|
(487 |
) | ||
| Net income (loss) attributable to common stockholders |
$ |
6,017 |
|
$ |
(4,153 |
) | ||
The accompanying notes are an integral part of these consolidated financial statements.
3
VIEWLOCITY, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
For the three months ended March 31, 2002 and 2003 (Unaudited)
(in thousands, except share and per share data)
| Basic and diluted net income (loss) per share |
||||||||
| Continuing operations |
$ |
(149.08 |
) |
$ |
(0.70 |
) | ||
| Discontinued operations |
|
272.19 |
|
|
— |
| ||
| Basic and diluted net income (loss) per share |
$ |
123.11 |
|
$ |
(0.70 |
) | ||
| Weighted average shares |
|
48,874 |
|
|
5,893,654 |