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, 2004
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 000-29609
ONVIA.COM, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 91-1859172 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
1260 Mercer Street
Seattle, Washington 98109
(Address of principal executive offices, including zip code)
(Registrants telephone number, including area code): (206) 282-5170
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. x Yes ¨ No
Indicate by checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). ¨ Yes x No
Common stock, par value $.0001 per share: 7,691,094 shares outstanding as of April 15, 2004.
INDEX
| Page | ||||
| PART I. FINANCIAL INFORMATION |
||||
| Item 1. Financial Statements |
1 | |||
| Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |
8 | |||
| Item 3. Quantitative and Qualitative Disclosures about Market Risk |
26 | |||
| Item 4. Controls and Procedures |
26 | |||
| PART II. OTHER INFORMATION |
||||
| Item 1. Legal Proceedings |
27 | |||
| Item 2. Changes in Securities, Use of Proceeds, and Issuer Purchases of Equity Securities |
27 | |||
| Item 3. Defaults Upon Senior Securities |
27 | |||
| 27 | ||||
| Item 5. Other Information |
27 | |||
| Item 6. Exhibits and Reports on Form 8-K |
28 | |||
| 29 | ||||
ONVIA.COM, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| March 31, 2004 |
December 31, 2003 |
|||||||
| (Unaudited) | ||||||||
| (In thousands) | ||||||||
| ASSETS |
||||||||
| CURRENT ASSETS: |
||||||||
| Cash and cash equivalents |
$ | 23,888 | $ | 22,728 | ||||
| Short-term investments |
6,300 | 7,654 | ||||||
| Accounts receivable, net |
311 | 343 | ||||||
| Prepaid expenses and other current assets |
784 | 761 | ||||||
| Total current assets |
31,283 | 31,486 | ||||||
| PROPERTY AND EQUIPMENT, NET |
2,029 | 2,160 | ||||||
| LONG-TERM INVESTMENTS |
1,069 | 2,001 | ||||||
| OTHER ASSETS, NET |
4,187 | 4,219 | ||||||
| TOTAL ASSETS |
$ | 38,568 | $ | 39,866 | ||||
| LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
| CURRENT LIABILITIES: |
||||||||
| Accounts payable |
$ | 395 | $ | 662 | ||||
| Accrued expenses |
703 | 718 | ||||||
| Accrued restructuring |
2,649 | 2,742 | ||||||
| Unearned revenue |
5,632 | 5,064 | ||||||
| Total current liabilities |
9,379 | 9,186 | ||||||
| LONG TERM LIABILITIES: |
||||||||
| Accrued restructuring |
5,699 | 6,319 | ||||||
| Deferred rent |
199 | 176 | ||||||
| Total liabilities |
15,277 | 15,681 | ||||||
| STOCKHOLDERS EQUITY: |
||||||||
| Common stock and additional paid in capital |
347,268 | 347,239 | ||||||
| Unearned stock compensation |
| (2 | ) | |||||
| Accumulated deficit |
(323,977 | ) | (323,052 | ) | ||||
| Total stockholders equity |
23,291 | 24,185 | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
$ | 38,568 | $ | 39,866 | ||||
See accompanying notes to the condensed consolidated financial statements.
1
ONVIA.COM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| Three Months Ended March 31, |
||||||||
| 2004 |
2003 |
|||||||
| (Unaudited) | ||||||||
| (thousands, except per share data) |
||||||||
| Revenue |
$ | 3,058 | $ | 2,204 | ||||
| Cost of revenue |
366 | 296 | ||||||
| Gross margin |
2,692 | 1,908 | ||||||
| Operating expenses: |
||||||||
| Sales and marketing |
2,297 | 2,400 | ||||||
| Technology and development |
596 | 924 | ||||||
| General and administrative |
809 | 1,024 | ||||||
| Total operating expenses |
3,702 | 4,348 | ||||||
| Loss from operations |
(1,010 | ) | (2,440 | ) | ||||
| Other income, net |
85 | 132 | ||||||
| Net loss |
$ | (925 | ) | $ | (2,308 | ) | ||
| Basic and diluted net loss per common share |
$ | (0.12 | ) | $ | (0.30 | ) | ||
| Basic and diluted weighted average shares outstanding |
7,688 | 7,660 | ||||||
See accompanying notes to the condensed consolidated financial statements.
2
ONVIA.COM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Three Months Ended March 31, |
||||||||
| 2004 |
2003 |
|||||||
| (Unaudited) | ||||||||
| (In thousands) | ||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
| Net loss |
$ | (925 | ) | $ | (2,308 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
| Depreciation and amortization |
176 | 746 | ||||||
| Noncash stock-based compensation |
2 | 178 | ||||||
| Change in certain assets and liabilities: |
||||||||
| Accounts receivable |
32 | 64 | ||||||
| Prepaid expenses and other current assets |
(23 | ) | (443 | ) | ||||
| Other assets |
| (10 | ) | |||||
| Accounts payable |
(267 | ) | (385 | ) | ||||
| Accrued expenses |
(15 | ) | 25 | |||||
| Accrued restructuring payments |
(713 | ) | (897 | ) | ||||
| Unearned revenue |
568 | 534 | ||||||
| Deferred rent |
23 | 7 | ||||||
| Net cash used in operating activities |
(1,142 | ) | (2,489 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
| Additions to property and equipment |
(12 | ) | | |||||
| Purchases of investments |
(6,137 | ) | (4,245 | ) | ||||
| Sales and maturities of short-term investments |
8,423 | | ||||||
| Additions to internally developed software |
(1 | ) | (6 | ) | ||||
| Net cash provided by / (used in) investing activities |
2,273 | (4,251 | ) | |||||
| CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
| Proceeds from exercise of stock options and warrants and stock purchase plans |
29 | | ||||||
| Net cash provided by financing activities |
29 | | ||||||
| Net increase / (decrease) in cash and cash equivalents |
1,160 | (6,740 | ) | |||||
| Cash and cash equivalents, beginning of period |
22,728 | 35,051 | ||||||
| Cash and cash equivalents, end of period |
$ | 23,888 | $ | 28,311 | ||||
See accompanying notes to the condensed consolidated financial statements.
3
ONVIA.COM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
| 1. | Basis of Presentation |
The accompanying condensed consolidated financial statements include the accounts of Onvia.com, Inc. and its wholly owned subsidiaries, collectively referred to as Onvia or the Company. The unaudited interim condensed consolidated financial statements and related notes thereto have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. The accompanying interim condensed consolidated financial statements and related notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K (Annual Report).
The information furnished is unaudited, but reflects, in the opinion of management, all adjustments, consisting of only normal recurring items, necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year.
Certain reclassifications of prior quarter balances have been made to conform to the current quarter presentation.
| 2. | Stock Based Compensation |
We have elected to account for our employee and director stock-based awards under the provisions of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees. Accordingly, compensation cost for fixed award stock options is measured as the excess, if any, of the fair value of the underlying common stock on the date of grant over the exercise price of the stock option. We apply the provisions of Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, for stock-based awards to those other than employees and directors. Stock-based compensation expense for all equity instruments is recognized on an accelerated basis over the related vesting periods.
Had we determined compensation expense based on the fair value of the option at the grant date for all stock options issued to employees, our net loss and net loss per share would have increased to the pro forma amounts indicated below for the three months ended March 31:
| Three Months Ended March 31, |
||||||||
| 2004 |
2003 |
|||||||
| (in thousands) | ||||||||
| Net loss: |
||||||||
| As reported |
$ | (925 | ) | $ | (2,308 | ) | ||
| Add: Stock-based compensation included in reported net income |
2 | 178 | ||||||
| (Deduct): Stock-based compensation determined under fair-value based method |
(265 | ) | (482 | ) | ||||
| Pro forma |
$ | (1,188 | ) | $ | (2,612 | ) | ||
| Net loss per share: |
||||||||
| As reported - basic and diluted |
$ | (0.12 | ) | $ | (0.30 | ) | ||
| Pro forma - basic and diluted |
$ | (0.15 | ) | $ | (0.34 | ) | ||
4
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model using the following weighted average assumptions:
| Three Months Ended March 31, |
||||||||
| 2004 |
2003 |
|||||||
| Average risk free rate |
3.15 | % | 3.33 | % | ||||
| Volatility |
52 | % | 125 | % | ||||
| Dividends |
$ | 0 | $ | 0 | ||||
| Expected life (in years) |
6.50 | 6.50 | ||||||
| 3. | Cash, Cash Equivalents and Investments |
Onvia considers all highly liquid instruments with a remaining maturity of three months or less to be cash equivalents. We classify investments with remaining maturities of more than three months and less than one year as short-term investments, and investments with remaining maturities of more than one year as long-term investments. In accordance with our investment policy, long-term investments are limited to original maturities of no more than thirteen months. Our cash and cash equivalents and investments at March 31, 2004 and December 31, 2003 consisted of the following (cost approximates fair value):
| March 31, 2004 |
December 31, 2003 | |||||||||||||||||
| Cash and Cash |
Short Term |
Long Term |
Cash and Cash |
Short Term |
Long Term | |||||||||||||
| (in thousands) | ||||||||||||||||||
| Cash and cash equivalents |
$ | 23,888 | $ | 22,728 | ||||||||||||||
| Available for sale securities: |
||||||||||||||||||
| Auction rate securities |
| $ | 1,250 | $ | | | $ | 1,250 | $ | | ||||||||
| Corporate bonds |
| 1,011 | | | | | ||||||||||||
| US government obligations |
| 4,039 | 1,069 | | 6,404 | 2,001 | ||||||||||||
| $ | 23,888 | $ | 6,300 | $ | 1,069 | $ | 22,728 | $ | 7,654 | $ | 2,001 | |||||||
| 4. | Net Loss Per Share |
Historical basic and diluted earnings per share are calculated by dividing the net loss for the period by the weighted average shares of common stock outstanding for the period, reduced for shares subject to repurchase by Onvia, if any. As of March 31, 2004 and 2003, stock options, warrants and nonvested common stock totaling 1,120,852 and 1,074,424 shares, respectively, are excluded from the calculation of diluted net loss per share as they would be antidilutive.
| 5. | Idle Leases |
We currently have approximately 52,000 square feet of idle office space in our current corporate headquarters building in Seattle, Washington as a result of the closure of our B2B exchange and the elimination of our outside sales force in 2001.
In October 2003 we signed an agreement with our landlord to remove from our lease obligation 2,000 square