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Table of Contents

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)

 

Delaware

 

95-4154552

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

 

7450 Campus Drive, 2nd Floor
Colorado Springs, CO

 

80920

(Address of principal executive offices)

 

(Zip Code)

 

 

 

(719) 548-9800

(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 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 Registrant’s Common Stock, $.001
par value per share, were outstanding as of May 9, 2003



Table of Contents

INDEX

 

PAGE

 


PART 1 - FINANCIAL INFORMATION

 

 

 

 

 

Item 1 – Condensed Consolidated Financial Statements

 

 

 

 

 

 

 

 

Condensed Consolidated Balance Sheets as of March 31, 2003 and December 31, 2002 (Unaudited)

1

 

 

 

 

 

 

 

 

Condensed Consolidated Statements of Operations for the three-month periods ended March 31, 2003 and 2002 (Unaudited)

2

 

 

 

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the three-month periods ended March 31, 2003 and 2002 (Unaudited)

3

 

 

 

 

 

 

 

 

Notes to Condensed Consolidated Financial Statements (Unaudited)

4

 

 

 

 

 

 

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

7

 

 

 

 

 

Item 3 – Quantitative and Qualitative Disclosures About Market Risk

14

 

 

 

 

 

Item 4 – Controls and Procedures

14

 

 

 

 

PART II - OTHER INFORMATION

 

 

 

 

 

 

Item 6 – Exhibits and Reports on Form 8-K

15

 

Signatures

16


Table of Contents

OPTIKA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)

 

 

March 31,
2003

 

December 31,
2002

 

 

 



 



 

 

 

(unaudited)

 

 

 

 

Assets

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

2,521

 

$

2,458

 

Short-term investments

 

 

5,950

 

 

5,950

 

Accounts receivable, net

 

 

3,063

 

 

3,796

 

Other current assets

 

 

636

 

 

557

 

 

 



 



 

Total current assets

 

 

12,170

 

 

12,761

 

 

 



 



 

Property and equipment, net

 

 

818

 

 

895

 

Other assets

 

 

175

 

 

233

 

 

 



 



 

 

 

$

13,163

 

$

13,889

 

 

 



 



 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

 

$

450

 

$

379

 

Accrued expenses

 

 

454

 

 

523

 

Accrued compensation expense

 

 

610

 

 

853

 

Deferred revenue

 

 

5,186

 

 

5,146

 

 

 



 



 

Total current liabilities

 

 

6,700

 

 

6,901

 

 

 



 



 

Stockholders’ equity:

 

 

 

 

 

 

 

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

 

 

8

 

 

8

 

Series A-1 preferred stock; $.001 par value; 731,851 shares authorized, issued and outstanding at March 31, 2003 and December 31, 2002

 

 

5,199

 

 

5,199

 

Additional paid-in capital

 

 

29,195

 

 

29,162

 

Accumulated deficit

 

 

(27,939

)

 

(27,381

)

 

 



 



 

Total stockholders’ equity

 

 

6,463

 

 

6,988

 

 

 



 



 

 

 

$

13,163

 

$

13,889

 

 

 



 



 

The accompanying notes are an integral part of these condensed consolidated financial statements.

1


Table of Contents

OPTIKA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share amounts)

 

 

Three Months Ended March 31,

 

 

 


 

 

 

2003

 

2002

 

 

 


 


 

Revenues:

 

 

 

 

 

 

 

Licenses

 

$

1,231

 

$

994

 

Maintenance and other

 

 

3,115

 

 

2,880

 

 

 



 



 

Total revenues

 

 

4,346

 

 

3,874

 

 

 



 



 

Cost of revenues:

 

 

 

 

 

 

 

Licenses

 

 

180

 

 

92

 

Maintenance and other

 

 

925

 

 

859

 

 

 



 



 

Total cost of revenues

 

 

1,105

 

 

951

 

 

 



 



 

Gross profit

 

 

3,241

 

 

2,923

 

 

 



 



 

Operating expenses:

 

 

 

 

 

 

 

Sales and marketing

 

 

2,227

 

 

1,818

 

Research and development

 

 

1,191

 

 

1,289

 

General and administrative

 

 

399

 

 

376

 

 

 



 



 

Total operating expenses

 

 

3,817

 

 

3,483

 

 

 



 



 

Loss from operations

 

 

(576

)

 

(560

)

Other income, net

 

 

18

 

 

34

 

 

 



 



 

Loss before income tax provision

 

 

(558

)

 

(526

)

Income tax provision

 

 

—  

 

 

—  

 

 

 



 



 

Net loss

 

$

(558

)

$

(526

)

 

 



 



 

Basic and diluted net loss per common share

 

$

(0.07

)

$

(0.06

)

 

 



 



 

Basic and diluted weighted average number of common shares outstanding

 

 

8,351

 

 

8,246

 

 

 



 



 

The accompanying notes are an integral part of these condensed consolidated financial statements.

2


Table of Contents

OPTIKA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)

 

 

Three Months Ended March 31,

 

 

 


 

 

 

2003

 

2002

 

 

 


 


 

Cash Flows From Operating Activities:

 

 

 

 

 

 

 

Net loss

 

$

(558

)

$

 (526

)

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

 

131

 

 

172

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

Accounts receivable, net

 

 

733

 

 

607

 

Other assets

 

 

(21

)

 

65

 

Accounts payable

 

 

71

 

 

246

 

Accrued expenses and accrued compensation expense

 

 

(312

)

 

(720

)

Deferred revenue

 

 

40

 

 

212

 

 

 



 



 

Net cash provided by operating activities.

 

 

84

 

 

56

 

 

 



 



 

Cash Flows From Investing Activities:

 

 

 

 

 

 

 

Capital expenditures

 

 

(54

)

 

(8

)

Purchase of short-term investments

 

 

—  

 

 

(4

)

 

 



 



 

Net cash used by investing activities

 

 

(54

)

 

(12

)

 

 



 



 

Cash Flows From Financing Activities:

 

 

 

 

 

 

 

Proceeds from issuance of common stock

 

 

33

 

 

50

 

 

 



 



 

Net cash provided by financing activities

 

 

33

 

 

50

 

 

 



 



 

Net increase in cash and cash equivalents

 

 

63

 

 

94

 

Cash and cash equivalents at beginning of period

 

 

2,458

 

 

1,746

 

 

 



 



 

Cash and cash equivalents at end of period

 

$

2,521

 

$

1,840

 

 

 



 



 

The accompanying notes are an integral part of these condensed consolidated financial statements.

3


Table of Contents

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 Commission’s (SEC’s) 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):

 

 

Three Months Ended
March 31,

 

 

 


 

 

 

2003

 

2002

 

 

 


 


 

Basic Earnings Per Share:

 

 

 

 

 

 

 

Net loss

 

$

(558

)

$

(526

)

Basic weighted average common shares outstanding

 

 

8,351

 

 

8,246

 

Basic net loss per common share

 

$

(0.07

)

$

(0.06

)

Effect of Dilutive Securities:

 

 

 

 

 

 

 

Options and warrants

 

 

—  

 

 

—  

 

Diluted weighted average common shares outstanding

 

 

8,351

 

 

8,246

 

Diluted net loss per common share

 

$

(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


Table of Contents

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)

 

 

Three Months Ended
March 31,

 

 

 


 

 

 

2003

 

2002

 

 

 


 


 

Net loss:

 

 

 

 

 

 

 

As reported

 

$

(548

)

$

(526

)

SFAS No. 123 Pro-forma

 

 

(825

)

 

(895

)

Basic net loss per share