UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Form 10-Q
| þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the quarterly period ended June 30, 2003 | ||
|
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 000-29273
QUOVADX, INC.
| Delaware | 85-0373486 | |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
6400 S. Fiddlers Green Circle, Suite 1000, Englewood, Colorado 80111
(303) 488-2019
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 þ No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes þ No o
At August 4, 2003, 30,537,391 shares of common stock were outstanding.
QUOVADX, INC.
TABLE OF CONTENTS
| Page No. | |||||
|
Part I Financial Information
|
|||||
|
Item 1 Condensed Consolidated
Financial Statements:
|
|||||
|
Condensed Consolidated Balance Sheets as of
June 30, 2003 and December 31, 2002
|
3 | ||||
|
Condensed Consolidated Statements of Operations
for the three months and six months ended June 30, 2003 and
2002
|
4 | ||||
|
Condensed Consolidated Statements of Cash Flows
for the six months ended June 30, 2003 and 2002
|
5 | ||||
|
Notes to Condensed Consolidated Financial
Statements
|
6 | ||||
|
Item 2 Managements
Discussion and Analysis of Financial Condition and Results of
Operations
|
9 | ||||
|
Item 3 Quantitative and
Qualitative Disclosures About Market Risk
|
19 | ||||
|
Item 4 Controls and Procedures
|
19 | ||||
|
Part II Other Information
|
|||||
|
Item 1 Legal Proceedings
|
20 | ||||
|
Item 2 Changes in Securities and
Use of Proceeds
|
21 | ||||
|
Item 3 Defaults Upon Senior
Securities
|
21 | ||||
|
Item 4 Submission of Matters to
a Vote of Security Holders
|
21 | ||||
|
Item 5 Other Information
|
21 | ||||
|
Item 6 Exhibits and Reports on
Form 8-K
|
21 | ||||
|
Signatures
|
22 | ||||
2
PART I FINANCIAL INFORMATION
| Item 1. | Condensed Consolidated Financial Statements |
QUOVADX, INC.
| June 30, | December 31, | ||||||||||
| 2003 | 2002 | ||||||||||
| ASSETS | |||||||||||
|
Current assets:
|
|||||||||||
|
Cash and cash equivalents
|
$ | 36,600 | $ | 31,244 | |||||||
|
Short-term investments
|
5,491 | 16,377 | |||||||||
|
Accounts receivable, net of allowance of $2,037
and $2,370, respectively
|
8,762 | 10,980 | |||||||||
|
Unbilled accounts receivable
|
8,037 | 5,571 | |||||||||
|
Other current assets
|
3,506 | 1,904 | |||||||||
|
Total current assets
|
62,396 | 66,076 | |||||||||
|
Property and equipment, net
|
4,680 | 5,326 | |||||||||
|
Software, net
|
18,901 | 20,465 | |||||||||
|
Other intangible assets, net
|
5,502 | 6,266 | |||||||||
|
Other assets
|
6,095 | 6,476 | |||||||||
|
Total assets
|
$ | 97,574 | $ | 104,609 | |||||||
| LIABILITIES AND STOCKHOLDERS EQUITY | |||||||||||
|
Current liabilities:
|
|||||||||||
|
Accounts payable
|
$ | 1,448 | $ | 1,288 | |||||||
|
Accrued liabilities
|
5,512 | 6,007 | |||||||||
|
Unearned revenue
|
6,668 | 8,241 | |||||||||
|
Total current liabilities
|
13,628 | 15,536 | |||||||||
|
Deferred revenue
|
| 2,125 | |||||||||
|
Total liabilities
|
13,628 | 17,661 | |||||||||
|
Commitments and contingencies
|
|||||||||||
|
Stockholders equity:
|
|||||||||||
|
Preferred stock, $.01 par value,
5,000,000 shares authorized; no shares issued and
outstanding
|
| | |||||||||
|
Common stock, $.01 par value; 100,000,000
authorized and 30,518,858 and 30,176,159 shares issued and
outstanding
|
305 | 302 | |||||||||
|
Additional paid-in capital
|
227,105 | 226,685 | |||||||||
|
Accumulated deficit
|
(143,464 | ) | (140,039 | ) | |||||||
|
Total stockholders equity
|
83,946 | 86,948 | |||||||||
|
Total liabilities and stockholders equity
|
$ | 97,574 | $ | 104,609 | |||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
3
QUOVADX, INC.
| Three Months Ended | Six Months Ended | ||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||
| 2003 | 2002 | 2003 | 2002 | ||||||||||||||||
|
Revenue:
|
|||||||||||||||||||
|
License
|
$ | 7,242 | $ | 1,727 | $ | 12,582 | $ | 5,367 | |||||||||||
|
Services
|
4,317 | 6,434 | 8,871 | 13,462 | |||||||||||||||
|
Recurring
|
7,785 | 7,113 | 15,324 | 14,214 | |||||||||||||||
|
Total revenue
|
19,344 | 15,274 | 36,777 | 33,043 | |||||||||||||||
|
Cost of revenue:
|
|||||||||||||||||||
|
License
|
2,158 | 1,415 | 5,086 | 2,498 | |||||||||||||||
|
Services
|
3,129 | 4,682 | 6,132 | 8,519 | |||||||||||||||
|
Recurring
|
5,164 | 4,426 | 10,053 | 9,431 | |||||||||||||||
|
Total cost of revenue
|
10,451 | 10,523 | 21,271 | 20,448 | |||||||||||||||
|
Gross profit
|
8,893 | 4,751 | 15,506 | 12,595 | |||||||||||||||
|
Operating expenses:
|
|||||||||||||||||||
|
Sales and marketing
|
4,052 | 3,479 | 7,894 | 6,215 | |||||||||||||||
|
General and administrative
|
3,146 | 3,247 | 6,176 | 6,599 | |||||||||||||||
|
Research and development
|
2,246 | 1,777 | 4,493 | 3,209 | |||||||||||||||
|
Amortization of acquired intangibles
|
307 | 553 | 764 | 1,123 | |||||||||||||||
|
Total operating expenses
|
9,751 | 9,056 | 19,327 | 17,146 | |||||||||||||||
|
Loss from operations
|
(858 | ) | (4,305 | ) | (3,821 | ) | (4,551 | ) | |||||||||||
|
Gain on sale of assets
|
| | | 87 | |||||||||||||||
|
Interest income, net
|
207 | 292 | 396 | 553 | |||||||||||||||
|
Net loss
|
$ | (651 | ) | $ | (4,013 | ) | $ | (3,425 | ) | $ | (3,911 | ) | |||||||
|
Net loss per common share basic and
diluted
|
$ | (0.02 | ) | $ | (0.13 | ) | $ | (0.11 | ) | $ | (0.13 | ) | |||||||
|
Weighted average common shares
outstanding basic and diluted
|
30,406 | 30,013 | 30,297 | 29,870 | |||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
4
QUOVADX, INC.
| Six Months Ended | |||||||||||
| June 30, | |||||||||||
| 2003 | 2002 | ||||||||||
|
Cash flows from operating activities
|
|||||||||||
|
Net loss
|
$ | (3,425 | ) | $ | (3,911 | ) | |||||
|
Adjustments to reconcile net loss to net cash
used in operating activities:
|
|||||||||||
|
Depreciation and amortization
|
4,446 | 4,273 | |||||||||
|
Amortization of acquired intangibles
|
764 | 1,123 | |||||||||
|
Gain on sale of assets
|
| (87 | ) | ||||||||
|
Amortization of unearned compensation
|
| 119 | |||||||||
|
Bad debt expense
|
477 | | |||||||||
|
Change in assets and liabilities:
|
|||||||||||
|
Accounts receivable
|
1,741 | (2,718 | ) | ||||||||
|
Unbilled accounts receivable
|
(2,466 | ) | 1,063 | ||||||||
|
Other assets
|
(1,220 | ) | (1,167 | ) | |||||||
|
Accounts payable
|
160 | (820 | ) | ||||||||
|
Accrued liabilities
|
(496 | ) | (3,982 | ) | |||||||
|
Unearned and deferred revenue
|
(3,698 | ) | 243 | ||||||||
|
Net cash used in operating activities
|
(3,717 | ) | (5,864 | ) | |||||||
|
Cash flows from investing activities
|
|||||||||||
|
Purchase of property and equipment
|
(569 | ) | (774 | ) | |||||||
|
Capitalized software
|
(1,667 | ) | (2,075 | ) | |||||||
|
Sales of short-term investments
|
15,054 | 11,625 | |||||||||
|
Purchases of short-term investments
|
(4,168 | ) | (4,000 | ) | |||||||
|
Business acquisitions, net of acquired cash
|
| (1,633 | ) | ||||||||
|
Net cash provided by investing activities
|
8,650 | 3,143 | |||||||||
|
Cash flows from financing activities
|
|||||||||||
|
Proceeds from issuance of common stock
|
423 | 857 | |||||||||
|
Net cash provided by financing activities
|
423 | 857 | |||||||||
|
Net increase (decrease) in cash and cash
equivalents
|
5,356 | (1,864 | ) | ||||||||
|
Cash and cash equivalents at beginning of period
|
31,244 | 25,383 | |||||||||
|
Cash and cash equivalents at end of period
|
$ | 36,600 | $ | 23,519 | |||||||
|
Supplemental disclosure of non-cash financing
transactions
|
|||||||||||
|
Issuance of common stock in business acquisition
|
$ | | $ | 920 | |||||||
|
Receipt of stock in asset sale
|
| 662 | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
5
QUOVADX, INC.
| 1. | Interim Financial Statements |
The accompanying condensed consolidated financial statements of Quovadx, Inc. (Quovadx, the Company, we or us) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations. However, we believe that the disclosures are adequate to make the information presented not misleading. The unaudited financial statements have been prepared on the same basis as our annual financial statements and reflect all adjustments, which include only normal recurring adjustments necessary for a fair presentation in accordance with accounting principles generally accepted in the United States. The results for the three and six months ended June 30, 2003 are not necessarily indicative of the results expected for the full year. These financial statements should be read in conjunction with the audited financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2002.
Reclassifications. Certain prior year information has been reclassified to conform with the current year presentation.
| 2. | Net Loss per Common Share |
Net loss per common share (EPS) is calculated in accordance with Statement of Financial Accounting Standards (SFAS) No. 128, Earnings per Share. Under the provisions of SFAS No. 128, basic EPS is computed by dividing the net income for the period by the weighted average number of common shares outstanding during the period. Diluted EPS reflects the potential dilution that could occur if stock options were exercised, resulting in the issuance of common stock that would share in the earnings of the Company. Potential dilution of the stock options exercisable into common stock is computed using the treasury stock method based on the average fair market value of the stock. In periods where the Company has a net loss the effect of common stock equivalents is excluded from the computation of diluted EPS since their effect would decrease the loss per share. The diluted weighted average common shares calculation for the three and six months ended June 30, 2003 and 2002 excludes 521,996 and 1,824,561 options, respectively, to purchase common stock because their effect would have been anti-dilutive.
The following table sets forth the computation of the numerators and denominators in the basic and diluted net loss per common share calculations for the periods indicated (in thousands):
| Three Months Ended | Six Months Ended | ||||||||||||||||
| June 30, | June 30, | ||||||||||||||||
| 2003 | 2002 | 2003 | 2002 | ||||||||||||||
|
Numerator:
|
|||||||||||||||||
|
Net loss available to common stockholders
|
$ | (651 | ) | $ | (4,013 | ) | $ | (3,425 | ) | $ | (3,911 | ) | |||||
|
Denominator:
|
|||||||||||||||||
|
Weighted average common shares
outstanding basic
|
30,406 | 30,013 | 30,297 | 29,870 | |||||||||||||
|
Effect of dilutive securities:
|
|||||||||||||||||
|
Employee stock options
|
| | | | |||||||||||||
|
Weighed average common shares
outstanding diluted
|
30,406 | 30,013 | 30,297 | 29,870 | |||||||||||||
6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| 3. | Segment Information |
Segment information has been prepared in accordance with SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information. The Company defines operating segments as components of an enterprise for which discrete financial information is available and is reviewed regularly by the chief operating decision-maker or decision-making group, to evaluate performance and make operating decisions. The chief operating decision-making group reviews the revenue and margin by the nature of the services provided and reviews the overall results of the Company. Accounting policies of the segments are the same as those described in the summary of significant accounting policies in the companys annual report on form 10K for the year ended December 31, 2002.
The Company operates in three segments: professional services, software licenses and recurring revenue. The professional services segment includes revenue generated from software implementation, development and integration. The software license segment includes revenue from perpetual software license sales and software subscriptions. The recurring revenue segment includes revenue generated from outsourcing, hosting, maintenance, transactions, and other recurring services.
Following is a breakout by segment.
| Software | Professional | Consolidated | |||||||||||||||||||
| License | Services | Recurring | Other | Total | |||||||||||||||||
| (In thousands) | |||||||||||||||||||||
|
Three Months Ended June 30,
|
|||||||||||||||||||||