UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 10-Q
|
(Mark One) |
||
|
|
||
|
ý |
|
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
|
|
||
For the quarterly period ended September 30, 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: 000-27871 |
||
|
GRIC COMMUNICATIONS, INC. |
||
|
(Exact Name of Registrant as Specified in Its Charter) |
||
|
|
||
|
Delaware |
|
77-0368092 |
|
(State or Other Jurisdiction of |
|
(I.R.S. Employer |
|
|
|
|
|
1421 McCarthy Blvd., |
|
95035 |
|
(Address of Principal Executive Offices) |
|
(Zip Code) |
|
|
|
|
|
408-955-1920 |
||
|
(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 ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes o No ý
The number of shares of the registrant’s common stock outstanding as of October 31, 2003 was 26,856,130 shares.
GRIC COMMUNICATIONS, INC.
INDEX
|
|
|
|
|
Condensed Consolidated Balance Sheets as of
September 30, 2003 and |
|
|
|
|
|
|
|
|
|
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
|
|
|
|
|
|
|
2
GRIC COMMUNICATIONS, INC.
Condensed Consolidated Balance Sheets
(in thousands, except per share amounts)
|
|
|
Sept
30, |
|
Dec
31, |
|
||
|
|
|
(unaudited) |
|
|
|
||
|
ASSETS |
|
|
|
|
|
||
|
Current assets: |
|
|
|
|
|
||
|
Cash and cash equivalents |
|
$ |
3,994 |
|
$ |
7,314 |
|
|
Short-term investments |
|
19,360 |
|
15,765 |
|
||
|
Accounts receivable, net of allowances of $209 and $249 at September 30, 2003 and December 31, 2002, respectively |
|
5,397 |
|
3,978 |
|
||
|
Prepaid expenses and other current assets |
|
1,889 |
|
1,108 |
|
||
|
Total current assets |
|
30,640 |
|
28,165 |
|
||
|
Property and equipment, net |
|
1,473 |
|
1,778 |
|
||
|
Other assets |
|
439 |
|
667 |
|
||
|
Total assets |
|
$ |
32,552 |
|
$ |
30,610 |
|
|
|
|
|
|
|
|
||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
||
|
Current liabilities: |
|
|
|
|
|
||
|
Accounts payable |
|
$ |
5,083 |
|
$ |
4,331 |
|
|
Accrued compensation and benefits |
|
932 |
|
596 |
|
||
|
Deferred revenue |
|
472 |
|
276 |
|
||
|
Other current liabilities |
|
351 |
|
343 |
|
||
|
Total current liabilities |
|
6,838 |
|
5,546 |
|
||
|
Long-term liabilities |
|
— |
|
88 |
|
||
|
Commitments and contingencies |
|
|
|
|
|
||
|
Stockholders’ equity: |
|
|
|
|
|
||
|
Series A redeemable convertible preferred stock, $0.001 par value: 12,801 shares authorized, 4,119 and 9,036 shares issued and outstanding at September 30, 2003 and December 31, 2002, respectively |
|
5,357 |
|
11,752 |
|
||
|
Preferred stock, 5,000 shares authorized at September 30, 2003 and December 31, 2002: no shares issued and outstanding |
|
— |
|
— |
|
||
|
Common stock, $0.001 par value; 50,000 shares authorized at September 30, 2003 and December 31, 2002: 26,323 and 20,337 shares issued and outstanding at September 30, 2003 and December 31, 2002, respectively |
|
26 |
|
20 |
|
||
|
Additional paid-in capital |
|
149,710 |
|
141,829 |
|
||
|
Deferred stock-based compensation |
|
— |
|
(65 |
) |
||
|
Accumulated deficit |
|
(129,379 |
) |
(128,560 |
) |
||
|
Total stockholders’ equity |
|
25,714 |
|
24,976 |
|
||
|
Total liabilities and stockholders’ equity |
|
$ |
32,552 |
|
$ |
30,610 |
|
See accompanying notes
3
GRIC COMMUNICATIONS, INC.
Condensed Consolidated Statements of Operations
(in thousands, except per share amounts)
(unaudited)
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
||||||||
|
|
|
2003 |
|
2002 |
|
2003 |
|
2002 |
|
||||
|
Revenues |
|
$ |
10,694 |
|
$ |
9,515 |
|
$ |
30,043 |
|
$ |
25,078 |
|
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
||||
|
Cost of revenues |
|
4,172 |
|
4,277 |
|
12,979 |
|
11,318 |
|
||||
|
Network and operations |
|
980 |
|
1,159 |
|
2,751 |
|
3,378 |
|
||||
|
Research and development |
|
634 |
|
658 |
|
1,833 |
|
2,226 |
|
||||
|
Sales and marketing |
|
3,828 |
|
2,810 |
|
9,837 |
|
9,266 |
|
||||
|
General and administrative |
|
947 |
|
1,262 |
|
3,572 |
|
3,893 |
|
||||
|
Amortization of stock-based compensation (1) |
|
4 |
|
41 |
|
65 |
|
127 |
|
||||
|
Restructuring (benefit) charge |
|
— |
|
(313 |
) |
(79 |
) |
369 |
|
||||
|
Total costs and expenses |
|
10,565 |
|
9,894 |
|
30,958 |
|
30,577 |
|
||||
|
Operating income (loss) |
|
129 |
|
(379 |
) |
(915 |
) |
(5,499 |
) |
||||
|
Interest income and other, net |
|
58 |
|
89 |
|
124 |
|
222 |
|
||||
|
Interest expense |
|
— |
|
(9 |
) |
— |
|
(40 |
) |
||||
|
Income (loss) before income taxes |
|
187 |
|
(299 |
) |
(791 |
) |
(5,317 |
) |
||||
|
Provision for income taxes |
|
9 |
|
16 |
|
28 |
|
32 |
|
||||
|
Net income (loss) |
|
178 |
|
(315 |
) |
(819 |
) |
(5,349 |
) |
||||
|
Deemed beneficial conversion dividend on Series A Preferred Stock |
|
— |
|
— |
|
— |
|
(11,781 |
) |
||||
|
Net income (loss) attributable to common stockholders |
|
$ |
178 |
|
$ |
(315 |
) |
$ |
(819 |
) |
$ |
(17,130 |
) |
|
|
|||||||||||||