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
| o |
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 0-28672
| OPTIKA INC. | ||
| (Exact name of registrant as specified in its charter) | ||
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| Delaware |
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95-4154552 |
| (State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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| 7450 Campus Drive, 2nd Floor |
|
80920 |
| (Address of principal executive offices) |
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(Zip Code) |
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| (719) 548-9800 | ||
| (Registrants 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 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 o |
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).
| Yes o |
No x |
8,369,024 shares of the
Registrants Common Stock, $.001
par value per share, were outstanding as of May 9, 2003
INDEX
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| PART 1 - FINANCIAL INFORMATION |
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Item 1 Condensed Consolidated Financial Statements |
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Condensed Consolidated Balance Sheets as of March 31, 2003 and December 31, 2002 (Unaudited) |
1 |
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2 | |
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3 | |
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Notes to Condensed Consolidated Financial Statements (Unaudited) |
4 |
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Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3 Quantitative and Qualitative Disclosures About Market Risk |
14 | ||
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Item 4 Controls and Procedures |
14 | ||
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| PART II - OTHER INFORMATION |
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Item 6 Exhibits and Reports on Form 8-K |
15 | ||
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16 | |||
OPTIKA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
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March 31, |
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December 31, |
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(unaudited) |
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| Assets |
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| Current assets: |
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| Cash and cash equivalents |
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$ |
2,521 |
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$ |
2,458 |
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| Short-term investments |
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5,950 |
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5,950 |
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| Accounts receivable, net |
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3,063 |
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3,796 |
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| Other current assets |
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636 |
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557 |
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| Total current assets |
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12,170 |
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12,761 |
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| Property and equipment, net |
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818 |
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895 |
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| Other assets |
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175 |
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233 |
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$ |
13,163 |
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$ |
13,889 |
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| Liabilities and Stockholders Equity |
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| Current liabilities: |
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| Accounts payable |
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$ |
450 |
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$ |
379 |
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| Accrued expenses |
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454 |
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523 |
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| Accrued compensation expense |
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610 |
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853 |
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| Deferred revenue |
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5,186 |
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5,146 |
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| Total current liabilities |
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6,700 |
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6,901 |
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| Stockholders equity: |
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| Common stock; $.001 par value; 25,000,000 shares authorized; 8,367,174 and 8,326,486shares issued and outstanding at March 31, 2003 and December 31, 2002, respectively |
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8 |
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8 |
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| Series A-1 preferred stock; $.001 par value; 731,851 shares authorized, issued and outstanding at March 31, 2003 and December 31, 2002 |
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5,199 |
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5,199 |
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| Additional paid-in capital |
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29,195 |
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29,162 |
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| Accumulated deficit |
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(27,939 |
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(27,381 |
) |
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| Total stockholders equity |
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6,463 |
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6,988 |
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$ |
13,163 |
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$ |
13,889 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
1
OPTIKA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share amounts)
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Three Months Ended March 31, |
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2003 |
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2002 |
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| Revenues: |
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| Licenses |
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$ |
1,231 |
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$ |
994 |
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| Maintenance and other |
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3,115 |
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2,880 |
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| Total revenues |
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4,346 |
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3,874 |
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| Cost of revenues: |
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| Licenses |
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180 |
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92 |
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| Maintenance and other |
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925 |
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859 |
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| Total cost of revenues |
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1,105 |
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951 |
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| Gross profit |
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3,241 |
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2,923 |
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| Operating expenses: |
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| Sales and marketing |
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2,227 |
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1,818 |
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| Research and development |
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1,191 |
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1,289 |
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| General and administrative |
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399 |
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376 |
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| Total operating expenses |
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3,817 |
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3,483 |
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| Loss from operations |
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(576 |
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(560 |
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| Other income, net |
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18 |
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34 |
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| Loss before income tax provision |
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(558 |
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(526 |
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| Income tax provision |
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| Net loss |
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$ |
(558 |
) |
$ |
(526 |
) |
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| Basic and diluted net loss per common share |
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$ |
(0.07 |
) |
$ |
(0.06 |
) |
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| Basic and diluted weighted average number of common shares outstanding |
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8,351 |
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8,246 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
2
OPTIKA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
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Three Months Ended March 31, |
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2003 |
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2002 |
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| Cash Flows From Operating Activities: |
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| Net loss |
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$ |
(558 |
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$ |
(526 |
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| Adjustments to reconcile net loss to net cash provided by operating activities: |
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| Depreciation and amortization |
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131 |
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172 |
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| Changes in assets and liabilities: |
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| Accounts receivable, net |
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733 |
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607 |
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| Other assets |
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(21 |
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65 |
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| Accounts payable |
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71 |
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246 |
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| Accrued expenses and accrued compensation expense |
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(312 |
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(720 |
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| Deferred revenue |
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40 |
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212 |
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| Net cash provided by operating activities. |
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84 |
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56 |
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| Cash Flows From Investing Activities: |
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| Capital expenditures |
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(54 |
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(8 |
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| Purchase of short-term investments |
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(4 |
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| Net cash used by investing activities |
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(54 |
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(12 |
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| Cash Flows From Financing Activities: |
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| Proceeds from issuance of common stock |
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33 |
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50 |
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| Net cash provided by financing activities |
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33 |
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50 |
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| Net increase in cash and cash equivalents |
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63 |
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94 |
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| Cash and cash equivalents at beginning of period |
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2,458 |
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1,746 |
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| Cash and cash equivalents at end of period |
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$ |
2,521 |
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$ |
1,840 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
OPTIKA INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentations
The unaudited condensed consolidated financial statements included herein reflect all adjustments, consisting only of normal recurring adjustments, which in the opinion of management are necessary to fairly present our consolidated financial position, results of operations, and cash flows for the periods presented. Certain information and footnote disclosures normally included in audited financial information prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the Securities and Exchange Commissions (SECs) rules and regulations. The consolidated results of operations for the period ended March 31, 2003 are not necessarily indicative of the results to be expected for any subsequent quarter or for the entire fiscal year ending December 31, 2003. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2002, included in the Annual Report on Form 10-K of Optika Inc. (the Company).
2. Net Loss Per Common Share and Stock Based Compensation
Net Loss Per Common Share
Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted average number of common shares outstanding plus all dilutive potential common shares outstanding. During the first three months of 2003, 177,500 options to purchase our common stock were granted. During the first three months of 2002, 150,500 options to purchase our common stock were granted.
The following is the reconciliation of the numerators and denominators of the basic and diluted loss per share computations (in thousands except per share data):
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Three Months Ended |
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2003 |
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2002 |
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| Basic Earnings Per Share: |
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| Net loss |
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$ |
(558 |
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$ |
(526 |
) |
| Basic weighted average common shares outstanding |
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8,351 |
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8,246 |
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| Basic net loss per common share |
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$ |
(0.07 |
) |
$ |
(0.06 |
) |
| Effect of Dilutive Securities: |
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| Options and warrants |
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| Diluted weighted average common shares outstanding |
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8,351 |
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8,246 |
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| Diluted net loss per common share |
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$ |
(0.07 |
) |
$ |
(0.06 |
) |
In the first quarter of 2003 and 2002, all options and warrants were excluded from the dilutive stock calculation because of their antidilutive effect on net loss per share.
Stock Based Compensation
We apply the intrinsic value-based method of accounting prescribed by Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations including FASB Interpretation No. 44, Accounting for Certain Transactions involving Stock Compensation, an interpretation of APB Opinion No. 25, to account for our fixed plan stock options. Under this method, compensation expense is recorded on the date of grant only if the current market price of the underlying stock exceeds the exercise price. SFAS No. 123, Accounting for Stock-Based Compensation, establishes accounting and disclosure requirements using a fair value-based method of accounting for stock-based employee compensation plans, as amended by SFAS
4
No. 148, Accounting for Stock Based Compensation Transition and Disclosure an Amendment to SFAS 123. As allowed by SFAS No. 123, we have elected to continue to apply the intrinsic value-based method of accounting described above, and have adopted the disclosure requirements of SFAS No. 123, as amended by SFAS 148. Had compensation cost for our stock-based compensation plans been determined based on the fair value at the grant dates for awards under those plans consistent with the method of SFAS No. 123, our pro-forma net loss and pro-forma net loss per share would have been as follows:
(In thousands, except per share data)
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Three Months Ended |
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2003 |
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2002 |
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| Net loss: |
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| As reported |
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$ |
(548 |
) |
$ |
(526 |
) |
| SFAS No. 123 Pro-forma |
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(825 |
) |
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(895 |
) |
| Basic net loss per share |
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