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, 2005
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, 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: 7,830,604 shares outstanding as of March 31, 2005.
ONVIA, INC.
| 1 | ||||
| Item 1. |
1 | |||
| Item 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
9 | ||
| Item 3. |
20 | |||
| Item 4. |
21 | |||
| 22 | ||||
| Item 1. |
22 | |||
| Item 2. |
22 | |||
| Item 3. |
22 | |||
| Item 4. |
22 | |||
| Item 5. |
23 | |||
| Item 6. |
23 | |||
| 25 | ||||
| Item 1. | Financial Statements |
ONVIA, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| March 31, 2005 |
December 31, 2004 |
|||||||
| (Unaudited) | ||||||||
| (In thousands) | ||||||||
| ASSETS |
||||||||
| CURRENT ASSETS: |
||||||||
| Cash and cash equivalents |
$ | 10,997 | $ | 5,718 | ||||
| Short-term investments, available-for-sale |
15,311 | 22,226 | ||||||
| Accounts receivable, net of allowance for doubtful accounts of $52 and $63 |
489 | 611 | ||||||
| Prepaid expenses and other current assets |
1,205 | 1,075 | ||||||
| Total current assets |
28,002 | 29,630 | ||||||
| LONG TERM ASSETS: |
||||||||
| Property and equipment, net |
2,103 | 2,166 | ||||||
| Security deposits |
3,740 | 3,740 | ||||||
| Other assets, net |
494 | 494 | ||||||
| Total long-term assets |
6,337 | 6,400 | ||||||
| TOTAL ASSETS |
$ | 34,339 | $ | 36,030 | ||||
| LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
| CURRENT LIABILITIES: |
||||||||
| Accounts payable |
$ | 351 | $ | 937 | ||||
| Accrued expenses |
814 | 774 | ||||||
| Accrued restructuring, current portion |
2,837 | 2,751 | ||||||
| Unearned revenue |
6,513 | 6,090 | ||||||
| Total current liabilities |
10,515 | 10,552 | ||||||
| LONG TERM LIABILITIES: |
||||||||
| Accrued restructuring, net of current portion |
4,059 | 4,701 | ||||||
| Deferred rent |
210 | 206 | ||||||
| Total long-term liabilities |
4,269 | 4,907 | ||||||
| TOTAL LIABILITIES |
14,784 | 15,459 | ||||||
| COMMITMENTS AND CONTINGENCIES (Note 8) |
||||||||
| STOCKHOLDERS EQUITY: |
||||||||
| Preferred stock; $.0001 par value: 2,000,000 shares authorized; no shares issued or outstanding |
| | ||||||
| Common stock; $.0001 par value: 11,000,000 shares authorized; 7,830,604 and 7,822,727 shares issued and outstanding |
1 | 1 | ||||||
| Additional paid in capital |
347,650 | 347,553 | ||||||
| Accumulated other comprehensive loss |
(49 | ) | (31 | ) | ||||
| Unearned stock compensation |
(50 | ) | | |||||
| Accumulated deficit |
(327,997 | ) | (326,952 | ) | ||||
| TOTAL STOCKHOLDERS EQUITY |
19,555 | 20,571 | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
$ | 34,339 | $ | 36,030 | ||||
See accompanying notes to the condensed consolidated financial statements.
1
ONVIA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER
COMPREHENSIVE LOSS
| Three Months Ended March 31, |
||||||||
| 2005 |
2004 |
|||||||
| (Unaudited) | ||||||||
| (In thousands, except per share data) |
||||||||
| Revenue |
$ | 3,650 | $ | 3,058 | ||||
| Cost of revenue |
668 | 366 | ||||||
| Gross margin |
2,982 | 2,692 | ||||||
| Operating expenses: |
||||||||
| Sales and marketing |
2,355 | 2,297 | ||||||
| Technology and development |
950 | 596 | ||||||
| General and administrative |
822 | 809 | ||||||
| Total operating expenses |
4,127 | 3,702 | ||||||
| Loss from operations |
(1,145 | ) | (1,010 | ) | ||||
| Other income, net |
100 | 85 | ||||||
| Net loss |
$ | (1,045 | ) | $ | (925 | ) | ||
| Unrealized loss on available-for-sale securities |
(18 | ) | | |||||
| Other comprehensive loss |
$ | (1,063 | ) | $ | (925 | ) | ||
| Basic and diluted net loss per common share |
$ | (0.13 | ) | $ | (0.12 | ) | ||
| Basic and diluted weighted average shares outstanding |
7,827 | 7,688 | ||||||
See accompanying notes to the condensed consolidated financial statements.
2
ONVIA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Three Months Ended March 31, |
||||||||
| 2005 |
2004 |
|||||||
| (Unaudited) | ||||||||
| (In thousands) | ||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
| Net loss |
$ | (1,045 | ) | $ | (925 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
| Depreciation and amortization |
186 | 176 | ||||||
| Noncash stock-based compensation |
19 | 2 | ||||||
| Change in certain assets and liabilities: |
||||||||
| Accounts receivable |
122 | 32 | ||||||
| Prepaid expenses and other current assets |
(130 | ) | (23 | ) | ||||
| Other assets |
45 | | ||||||
| Accounts payable |
(586 | ) | (267 | ) | ||||
| Accrued expenses |
40 | (15 | ) | |||||
| Accrued restructuring |
(556 | ) | (713 | ) | ||||
| Unearned revenue |
423 | 568 | ||||||
| Deferred rent |
4 | 23 | ||||||
| Net cash used in operating activities |
(1,478 | ) | (1,142 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
| Additions to property and equipment and internally developed software |
(170 | ) | (13 | ) | ||||
| Proceeds from sales of property and equipment |
2 | | ||||||
| Purchases of investments |
(8,926 | ) | (6,137 | ) | ||||
| Sales and maturities of investments |
15,823 | 8,423 | ||||||
| Net cash provided by investing activities |
6,729 | 2,273 | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
| Proceeds from exercise of stock options |
28 | 29 | ||||||
| Net cash provided by financing activities |
28 | 29 | ||||||
| Net increase in cash and cash equivalents |
5,279 | 1,160 | ||||||
| Cash and cash equivalents, beginning of period |
5,718 | 22,728 | ||||||
| Cash and cash equivalents, end of period |
$ | 10,997 | $ | 23,888 | ||||
See accompanying notes to the condensed consolidated financial statements.
3
ONVIA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
| 1. | Basis of Presentation |
The accompanying condensed consolidated financial statements include the accounts of Onvia, Inc. and its wholly owned subsidiary, collectively referred to as Onvia or the Company. There was no business activity in the subsidiary in the periods ending March 31, 2005 or 2004. 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.
| 2. | Stock Based Compensation |
We have elected to account for our employee and director stock-based awards and purchases under our employee stock purchase plan under the provisions of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees. Accordingly, for employee and director options, unearned stock compensation is recorded as the excess, if any, between the fair market value of the underlying common stock at the date of grant over the exercise price of the options. These amounts are amortized on an accelerated basis over the vesting period of the option, typically four or five years. 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.
In accordance with SFAS No. 123, the fair value of each employee option grant is estimated on the date of grant using the fair value option-pricing model assuming the following weighted average assumptions:
| Three Months Ended March 31, |
||||||||
| 2005 |
2004 |
|||||||
| Average risk free rate |
4.06 | % | 3.15 | % | ||||
| Volatility |
52 | % | 52 | % | ||||
| Dividends |
$ | 0 | $ | 0 | ||||
| Expected life (in years) |
8.1 | 6.5 | ||||||
4
In accordance with SFAS No. 123, the fair value of each employee purchase under our employee stock purchase plan is estimated on the first day of each purchase period using the fair value option-pricing model assuming the following weighted average assumptions:
| Three Months Ended March 31, |
||||||||
| 2005 |
2004 |
|||||||
| Average risk free rate |
2.35 | % | 2.18 | % | ||||
| Volatility |
50 | % | 53 | % | ||||
| Dividends |
$ | 0 | $ | 0 | ||||
| Expected life (in years) |
0.8 | 1.6 | ||||||
Had we determined compensation expense based on the fair value of the option at the grant date for all stock options issued to employees and the fair value of employee purchases under our employee stock purchase plan, our net loss and net loss per share would have increased to the pro forma amounts indicated below:
| Three Months Ended March 31, |
||||||||
| 2005 |
2004 |
|||||||
| (thousands, except per share data) |
||||||||
| Net loss: |
||||||||
| As reported |
$ | (1,045 | ) | $ | (925 | ) | ||
| Add: Stock-based compensation included in reported net loss |
19 | 2 | ||||||
| Deduct: Stock-based compensation determined under fair-value based method |
(392 | ) | (265 | ) | ||||
| Pro forma net loss |
$ | (1,418 | ) | $ | (1,188 | ) | ||
| Net loss per share: |
||||||||
| As reported - basic and diluted |
$ | (0.13 | ) | $ | (0.12 | ) | ||
| Pro forma - basic and diluted |
$ | (0.18 | ) | $ | (0.15 | ) | ||
In December 2004 the Financial Accounting Standards Board (FASB) released SFAS No. 123R, Share-Based Payment. In April 2005, the Securities and Exchange Commission (SEC) issued a rule amending the compliance date for SFAS No. 123R. The amendment delays the required compliance date for the Company from July 1, 2005 to January 1, 2006. Upon adoption of this Statement, we will begin recognizing the calculated fair value of new option grants, as well as the value of existing grants that vest subsequent to adoption, through operations. We expect that adoption of this statement will materially impact our results of operations beginning in the first quarter of 2006.
| 3. | 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. As of March 31, 2005 and 2004, stock options, warrants and nonvested common stock totaling 1,982,570 and 1,120,852 shares, respectively, are excluded from the calculation of diluted net loss per share as they would be antidilutive.
| 4. | Idle Leases |
We currently have approximately 50,000 square feet of idle office space in our current corporate headquarters building in Seattle, Washington as a result of the closure of our business-to-business exchange in 2001. We estimate that it will take until the end of 2006 to find suitable tenants to sublease this remaining space.
5
We also have approximately 19,000 square feet of office space in a former corporate facility in Seattle, Washington that has been subleased to another party. The sublease runs through the end of our contractual obligation on the space in August 2006. The rental rates in the sublease are below our contractually obligated rental rates, and the shortfall has been included in our restructuring accrual. According to the terms of the sublease, we established a letter of credit in the amount of $181,000. This letter of credit is secured by a deposit of $181,000, which is included in security deposits at March 31, 2005 and December 31, 2004.
Our lease for 3,000 square feet of sublet office space in Bellevue, Washington expired on March 31, 2005. Subsequent to March 31, 2005, we are under no further contractual obligation for this space and we will not receive any additional sublease income from this space.