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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[x] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the period ended June 30, 2003.
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from January 1, 2003 to June 30, 2003.
Commission file number 0-29098
NAVIDEC, INC.
(Exact name of Registrant as specified in its charter)
COLORADO 33-0502730
(State or other (IRS Employer
jurisdiction of Identification No.)
incorporation)
6399 S. Fiddler's Green Circle, Suite 300 Greenwood Village, Colorado 80111
(Address of principal executive offices)
Registrant's telephone number: 303-222-1000
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes X No
---
As of August 14, 2003, Registrant had 1,756,000 shares of common stock
outstanding
NAVIDEC, INC.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Balance Sheets as of June 30, 2003 and December 31, 2002
Statements of Operations, Three months and Six months ended June
30, 2003 and 2002
Statements of Cash Flows, Six months ended June 30, 2003 and 2002
Notes to Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
This report contains forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the
Securities Act of 1933, as amended, and is subject to the safe harbors created
by those sections. These forward-looking statements are subject to significant
risks and uncertainties, including those identified in the section of this Form
10-Q entitled "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Factors That May Affect Future Operating Results,"
which may cause actual results to differ materially from those discussed in such
forward-looking statements. The forward-looking statements within this Form 10-Q
are identified by words such as "believes," "anticipates," "expects," "intends,"
"may," "will" and other similar expressions. However, these words are not the
exclusive means of identifying such statements. In addition, any statements
which refer to expectations, projections or other characterizations of future
events or circumstances are forward-looking statements. The Company undertakes
no obligation to publicly release the results of any revisions to these
forward-looking statements which may be made to reflect events or circumstances
occurring subsequent to the filing of this Form 10-Q with the Securities and
Exchange Commission ("SEC"). Readers are urged to carefully review and consider
the various disclosures made by the Company in this report and in the Company's
other reports filed with the SEC that attempt to advise interested parties of
the risks and factors that may affect the Company's business.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
NAVIDEC, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
December 31, June 30,
2002 2003
-------- --------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 130 $ 810
Accounts receivable, net 439 114
Inventory 288 288
Prepaid expenses and other 696 382
-------- --------
Total current assets 1,553 1,594
PROPERTY, EQUIPMENT AND SOFTWARE, net 1,922 1,125
OTHER ASSETS:
Other assets 1 --
-------- --------
TOTAL ASSETS $ 3,476 $ 2,719
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 670 $ 470
Accrued liabilities 138 120
Current borrowings 455 125
Deferred revenue 108 1
-------- --------
Total current liabilities 1,371 716
NON CURRENT LIABILITIES:
Convertible Debentures 250 --
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, no par value, 20,000 shares authorized,
Voting 611 and 641 shares outstanding 54,450 56,866
Non-voting stock 39 shares outstanding 5,817 5,817
Warrants for common stock 1,175 640
Subscription Notes Receivable -- (375)
Deferred compensation (38) (16)
Retained earnings (deficit) (59,549) (60,929)
-------- --------
Total stockholders' equity 1,855 2,003
-------- --------
Total liabilities and stockholders' equity $ 3,476 $ 2,719
======== ========
The accompanying notes to consolidated financial statements
are an integral part of these balance sheets.
NAVIDEC, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
3 Months Ended 6 Months Ended
June 30, June 30
----------------------- -----------------------
2002 2003 2002 2003
------- ------- ------- -------
REVENUE $ 1,400 $ 143 $ 3,794 $ 541
COST OF REVENUE 836 43 2,291 231
------- ------- ------- -------
GROSS PROFIT 564 100 1,503 310
OPERATING EXPENSES:
Product development 18 6 102 35
General and administrative 536 137 1,172 422
Sales and marketing 296 99 666 123
Stock Expense 18 28 41 41
Depreciation and amortization 390 547 777 1,080
------- ------- ------- -------
Total operating expenses 1,258 817 2,758 1,701
------- ------- ------- -------
Loss from operations (694) (717) (1,255) (1,391)
OTHER INCOME (EXPENSE):
Other Income (76) 14 (97) 11
------- ------- ------- -------
Total other loss, net (76) 14 (97) 11
------- ------- ------- -------
NET LOSS $ (770) $ (703) (1,352) (1,380)
NET INCOME (LOSS)
Per Share basic and diluted $ (1.19) $ (.78) $ (2.08) $ (1.76)
======= ======= ======= =======
WEIGHTED AVERAGE
SHARES OUTSTANDING Basic 649 903 649 782
Diluted 649 903 649 782
The accompanying notes to consolidated financial statements
are an integral part of these statements.
NAVIDEC, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Six Months Ended
June 30,
-------------------------
2002 2003
------- --------
Cash flows from operating activities:
Net income (loss) $(1,352) $(1,380)
Adjustments to reconcile net income (loss) to net
cash used in operating activities:
Depreciation 777 1,080
Non-cash stock expense 41 41
Provision for bad debt 110 --
Deferred Compensation 32 --
Loss on sale of equipment -- 2
Changes in operating assets and liabilities:
Accounts receivable 705 326
Costs and estimated earnings in excess of billings (38) (1)
Prepaid expenses and other assets (180) (54)
Restricted Cash 600 --
Accounts payable (1,662) (160)
Accrued liabilities (996) (56)
Deferred revenue (144) (108)
Other 18 48
------- --------
Net cash (used) in operating activities (2,089) (262)
------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Sale (Purchase) of property, equipment and software (10) 37
Sale of equity investments 588 --
Other (53) 1
------- --------
Net cash provided by investing activities 525 38
------- --------
Cash flows from financing activities:
Proceeds from rights offering -- 1,237
Proceeds from notes payable 350 --
Payments on notes payable and capital lease obligations (614) (333)
------- --------
Net cash used in financing activities (264) 904
------- --------
NET DECREASE IN CASH AND CASH EQUIVALENTS (1,828) 680
CASH AND CASH EQUIVALENTS, beginning of period 2,465 130
------- --------
CASH AND CASH EQUIVALENTS, end of period $637 $810
------- --------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid for interest $ 71 $ 40
Conversion of notes to Commons Stock $ -- $ 250
The accompanying notes to consolidated financial statements
are an integral part of these statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(1) BASIS OF PRESENTATION AND MANAGEMENT OPINION
The unaudited financial statements and related notes to the financial statements
presented herein have been prepared by the management of Navidec, Inc. and
subsidiary (the "Company") pursuant to the rules and regulations of the
Securities and Exchange Commission. Accordingly, certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been omitted
pursuant to such rules and regulations. The accompanying financial statements
were prepared in accordance with the accounting policies used in the preparation
of the Company's audited financial statements included in its Annual Report on
Form 10-K for the fiscal year ended December 31, 2002, and should be read in
conjunction with such financial statements and notes thereto. Operating results
for the periods presented are not necessarily indicative of the results that may
be expected for the full year.
The accounting policies followed by the Company are set forth in Note 1 to the
Company's consolidated financial statements in the Form 10-K for the year ended
December 31, 2002. It is suggested that these unaudited condensed consolidated
financial statements be read in conjunction with the consolidated financial
statements and notes included in the Form 10-K.
In the opinion of management, all adjustments (consisting only of normal
recurring adjustments), which are necessary for a fair presentation of operating
results for the interim period presented have been made.
(2) LIQUIDITY
The Company's financial statements for the six months ended June 30, 2003 have
been prepared on a going concern basis, which contemplates the realization of
assets and the settlement of liabilities and commitments in the normal course of
business. The Company has historically reported net losses, including reporting
a loss from operations of $703,000 and $1,380,000 for the three and six months
ended June 30, 2003 respectively and has working capital of $878,000 as of June
30, 2003.
Management cannot provide assurance that the Company will ultimately achieve
profitable operations or be cash positive or raise necessary additional debt
and/or equity capital. Management believes that the Company has adequate capital
resources to continue operating and maintain its business strategy during the
next 12 months. If substantial losses continue and/or the Company is unable to
raise additional capital, liquidity problems could cause the Company to curtail
operations, liquidate assets, seek additional capital on less favorable terms
and/or pursue other such actions that could adversely affect future operations.
These financial statements do not include any adjustments relating to the
recoverability and classification of assets or the amounts and classification of
liabilities that might be necessary should the company be unable to continue as
a going concern.
(3) COMPREHENSIVE INCOME
Comprehensive income includes net income or loss and changes in equity from
non-owner transactions. The Company's comprehensive losses for the three-month
and six-month period ended June 30, 2002 and 2003 were:
For the Three Months Ended
June 30,
----------------------
2002 2003
----- -----
(in thousands)
Net loss $(770) $(703)
Unrealized loss, net of taxes
and reclassification adjustments (2) --
----- -----
Comprehensive income (loss) $(772) $(703)
For the Six Months Ended
June 30,
-----------------------
2002 2003
------- -------
(in thousands)
Net loss $(1,352) $(1,380)
Unrealized loss, net of taxes
and reclassification adjustments (4) --
------- -------
Comprehensive income (loss) $(1,356) $(1,380)
(4) RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In December 2002, the FASB issued Statements of Financial Accounting Standards
No.148, "Accounting for Stock-Based compensation - Transition and Disclosure -
an amendment of FASB Statement 123" (SFAS 123). For entities that change their
accounting for stock-based compensation from the intrinsic method to the fair
value method under SFAS 123, the fair value method is to be applied
prospectively to those awards granted after the beginning of the period of
adoption (the prospective method). The amendment permits two additional
transition methods for adoption of the fair value method. In addition to the
prospective method, the entity can choose to either (i) restate all periods
presented (retroactive restatement method) or (ii) recognize compensation cost
from the beginning of the fiscal year of adoption as if the fair value method
had been used to account for awards (modified prospective method). For fiscal
years beginning December 15, 2003, the prospective method will no longer be
allowed. The Company currently accounts for its stock-based compensation using
the intrinsic value method as proscribed by Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees" and plans on continuing using
this method to account for stock options , therefore, it does not intend to
adopt the transition requirements as specified in SFAS 148. The Company has
adopted the new SFAS 148 disclosure requirements of SFAS 148 in these financial
statements.
(5) EQUITY TRANSACTIONS
During the quarter ended June 30, 2003 the Company completed three equity
transactions. On June 4, 2003 debenture holders converted $250,000 in debenture
and accrued interest into 138,888 shares of stock. In addition, the debenture
holders received 138,888 rights and certain holders converted those rights in
exchange for 69,444 common shares of the Company. The Company incurred interest
expense of $18,000 for the issuance of the Rights to the debenture holders. The
debenture holders included the current and former President and CEO's of the
Company. In total these individuals received 69,444 shares of common stock
through the conversion of their debentures. On June 8, 2003 the company complete
its rights offering issuing 796,692 shares and providing net proceeds of $1.2
million, as of June 30, 2003 the Company no longer had any rights outstanding.
On June 16, 2003 the company entered into an equity subscription agreement with
shareholders of the company for 110,132 restricted shares in exchange for
$250,000 in subscription notes receivable.
(6) INVENTORIES
Inventories are stated at the lower of cost (first-in, first-out) or market, and
consist primarily of products held for resale and use in on-line solutions.
(7) NET INCOME (LOSS) PER SHARE
Basic net loss per share is computed by dividing net loss for the period by the
weighted average number of common shares outstanding for the period. Diluted net
loss per share is computed by dividing the net loss for the period by the
weighted average number of common and potential common shares outstanding during
the period if the effect of the potential common shares is dilutive. The Company
has excluded common stock issuable upon conversion of all warrants and stock
options from the computation of diluted
earnings per share, as the effect of all such securities is anti-dilutive for
all periods presented. Shares issuable under warrants and options were 38,500
and 430,000 as of June 30, 2002 and 2003, respectively.
(8) PRO FORMA FAIR VALUE DISCLOSURES
The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option pricing model with the following weighted-average
assumptions used for grants for the six months ending June 30, 2002 and 2003,
respectively: risk-free interest rate of 3.00 and 3.00 percent, no expected
dividend yields, expected lives of 5.0 and 5.0 years, and expected volatility of
60 and 32 percent, respectively. Fair value computations are highly sensitive to
the volatility factor assumed; the greater the volatility, the higher the
computed fair value of options granted.
Had compensation cost for options granted been determined based upon fair value
at the date of the grant, Navidec's net income (loss) would have been the
following pro forma amounts (in thousands, except per share data):
For the Three Months Ended
June 30, 2003
-----------------------
2002 2003
------- -------
(in thousands, except per share data)
Net Income (Loss):
As reported $ (770) $ (703)
Net Total stock based employee
Compensation expense determined
Under fair value based method
For all awards, net of related tax effect -- --
------- -------
Pro forma $ (770) $ (703)
======= =======
Net Loss per share, basic and diluted
Basic: As Reported $ (1.19) $ (.75)
======= =======
Pro Forma $ (1.19) $ (.75)
======= =======
Diluted: As Reported $ (1.19) $ (.75)
======= =======
Pro Forma $ (1.19) $ (.75)
======= =======
For the Six Months Ended
June 30, 2003
-----------------------
2002 2003
------- -------
(in thousands, except per share data)
Net Income (Loss):
As reported $ (1,352) $ (1,380)
Net Total stock based employee
Compensation expense determined
Under fair value based method
For all awards, net of related tax effect -- --
--------- ---------
Pro forma $ (1,352) $ (1,380)
========= =========
Net Loss per share, basic and diluted
Basic: As Reported $ (2.08) $ (1.72)
========= =========
Pro Forma $ (2.08) $ (1.72)
========= =========
Diluted: As Reported $ (2.08) $ (1.72)
========= =========
Pro Forma $ (2.08) $ (1.72)
========= =========
(9) NOTE RECEIVABLE FOR THE ISSUANCE OF COMMON STOCK
In June of 2003, Navidec recorded notes receivable from Shareholders, for
approximately $375,000 arising from the financing of a purchase of 179,577
shares of its common stock. The notes bear interest at a rate of 5.0%, which is
deemed to be fair market value, compounding annually. The notes are payable upon
the earlier of the occurrence of the sale of all or part of the shares by the
issuer of the note, or June 2004. At June 30, 2003, Navidec has recorded
$375,000 in principal and interest as a note receivable. During the three months
ended June 30, 2003 Navidec has not recorded any interest income resulting from
this note receivable.
(10) SEGMENT REPORTING
The Company currently operates in two different segments: Navidec Technology,
and Navidec Capital. Management has chosen to organize the Company around these
segments based on differences in products and services.
Navidec Technology provides custom solutions, including the architecture,
design, development and integration of high tech solutions, utilizing web
technology. Navidec Capital plans acquire non-technology companies.
Segment operations are measured consistent with the accounting policies used in
these consolidated financial statements.
The following provides information on the Company's segments (unaudited):
For the Three Months Ended
June 30, 2003
-------------------------
Navidec Navidec
Technology Capital Corporate Total
---------- ------- --------- -----
(in thousands)
Revenues from external
customers ............ $ 143 $ 0 $ -- $ 143
Loss from operations . $ (70) $ (72) $ (575)(1) $ (717)
Identifiable assets .. $ 417 $ 610 $ 1,692(2) $ 2,719
For the Three Months Ended
June 30, 2002
-------------------------
Navidec Navidec
Technology Capital Corporate Total
---------- ------- --------- -----
(in thousands)
Revenues from external
customers ............ $ 1,400 $ -- $ -- $ 1,400
Loss from operations . $ (286) $ -- $ (408)(1) $ (694)
Identifiable assets .. $ 2,020 $ -- $ 4,177(2) $ 6,197
For the Six Months Ended
June 30, 2003
-------------------------
Navidec Navidec
Technology Capital Corporate Total
---------- ------- --------- -----
(in thousands)
Revenues from external
customers ............ $ 541 $ 0 $ -- $ 541
Loss from operations . $ (153) $ (117) $(1,121)(1) $(1,391)
Identifiable assets .. $ 417 $ 610 $ 1,692(2) $ 2,719
For the Six Months Ended
June 30, 2002
-------------------------
Navidec Navidec
Technology Capital Corporate Total
---------- ------- --------- -----
(in thousands)
Revenues from external
customers ............ $ 3,794 $ -- $ -- $ 3,794
Loss from operations . $ (437) $ -- $(818)(1) $(1,255)
Identifiable assets .. $ 2,020 $ -- $ 4,177(2) $ 6,197
- ----------------
(1) Corporate loss from operations represents depreciation expense,
restructuring charges, non-cash stock compensation expense and impairment of
assets.
(2) Corporate assets are those that are not directly identifiable to a
particular segment and include cash, restricted cash, notes receivable,
prepaids, property and equipment, and other assets.
(11) NOTES RECEIVABLE IN DEFAULT
In March, June, July and August of 2000, the Company funded four Promissory
Notes to Westar Financial, Inc. for $1.2 million, $1 million, $1 million and
$500,000, respectively. The notes carried an interest rate of 9% annually and
are unsecured. The March and June notes were paid in full at the scheduled due
dates of March 31, 2001 and June 5, 2001. The July 2000 note was due on July 5,
2001 and the August 2000 note was due on August 25, 2001; and Westar Financial
has not paid these notes. On December 22, 2001 Westar filled for reorganization
under Chapter 11. Accrued interest on the two remaining notes receivable of
$1,500,000 was $161,000. In December 2001 the Company wrote off the balance of
the Note and accrued interest and has included the charge in other (expense)
income in the accompanying consolidated statement of operations. The Company has
hired a law firm whose primary shareholder is the wife of the Company's CFO, on
a contingency fee to pursue recovery on these notes through the bankruptcy
court.
(12) CARPOINT INVESTMENT
In March of 2002, the Company sold its final 1,050,000 shares of CarPoint, LLC
valued at $588,000. These shares were sold on March 31, 2002 to one of the
majority shareholders at CarPoint.
(13) SUBSEQUENT EVENTS
On August 11, 2003, Navidec Capital, Inc started a private placement to raise
$1.25 million. The Company is offering 833,333 Series A preferred shares at a
price of $3.00 per share. The preferred shares will provide a dividend of $.50
per share per year. Each preferred share is convertible into one share of
Navidec
Common Stock . Owners of the Series A preferred stock may convert at any time.
If the Navidec common stock is at a price in excess of $10 per share during any
consecutive 30 calendar day period, during which period of time the average
trading volume of the Navidec common stock also exceeds 100,000 shares per
trading day, the Company may give notice of a mandatory conversion that will
result in the Company exchanging each share of Series A Convertible Preferred
Stock for one share of Navidec common stock.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CRITICAL ACCOUNTING POLICIES
We have identified the policies below as critical to our business operations and
the understanding of our results from operations. The impact and any associated
risks related to these policies on our business operations is discussed
throughout Management's Discussion and Analysis of Financial Conditions and
Results of Operations where such policies affect our reported and expected
financial results. For a detailed discussion on the application of these and
other accounting policies, see Note 2 in the Notes to the Consolidated Financial
Statements in Item eight of this Annual Report on Form 10-K, beginning on page
F-8. Note that our preparation of this Annual Report on Form 10-K requires us to
make estimates and assumptions that affect the reported amount of assets and
liabilities, disclosure of contingent assets and liabilities at the date of our
financial statements, and the reported amounts of revenue and expenses during
the reporting period. There can be no assurance that actual results will not
differ from those estimates.
- -Revenue recognition. Our revenue recognition policy is significant because our
revenue is a key component of our results of operations. In addition, our
revenue recognition determines the timing of certain expenses, such as
commissions. We follow very specific and detailed guidelines in measuring
revenue, however, certain judgments affect the application of our revenue
policy. Revenue results are difficult to predict, and any shortfall in revenue
or delay in recognizing revenue could cause our operating results to vary
significantly from quarter to quarter and could result in future operating
losses.
Approximately 50% and 30% of our revenue was generated from fixed-price, fixed
completion date work for the year 2002 and the first six months of 2003
respectively. Revenue for this work is recognized on a percentage-of-completion
basis using the ratio of direct costs incurred to the estimated total direct
costs of the engagement. Estimates of the total direct costs of the engagement
require judgments about the time needed to complete the project and the level of
personnel involved. Management regularly reviews its estimates and underlying
assumptions for contracts in progress. The remaining 50% and 70% of revenue for
2002 and the first six months of 2003 respectively was from time and materials
contracts for which revenue is recognized as the work is completed. Revenue
recognition for time and materials contracts is not significantly impacted by
judgments and estimates.
- -Reserves for Bad Debt and Revenue Contingencies. Our policy on reserves for bad
debt and revenue contingencies determines the timing and recognition of expenses
and revenue recognition.
We follow guidelines that reserve based off of historical and account specific
trends, however, certain judgments affect the application of our bad debt and
revenue reserve contingencies. Repayment is difficult to predict, and any
shortfall or delay in recognizing payment could cause operating results to vary
significantly from quarter to quarter and could result in future operating
losses. Our receivables are recorded net of an allowance for doubtful accounts
which requires management to estimate amounts due which may not be collected.
This estimate requires consideration of general economic conditions, overall
historical trends related to the Company's collection of receivables, customer
specific payment history, and customer specific factors affecting their ability
to pay amounts due. Management routinely assesses and revises its estimate of
the allowance for doubtful accounts.
OVERVIEW
Navidec is broken down into two primary divisions Navidec Capital and Navidec
Technologies. Navidec Capital was created in the third quarter of 2002 to help
facilitate shareholder growth through acquisition by
accessing the financial markets. Navidec Capital evaluates, purchases and grows
business opportunities that offer cash flow, strong management and opportunity
for growth.
Navidec Technologies provides quality solutions that enable organizations to
manage secure access to web applications within the enterprise and across the
business value chain. Navidec's suite of proven solutions enable an enterprise
to deliver single sign on capabilities to their employees, customers, suppliers
and partners by providing an identity management infrastructure for user
management, access control, and a single entry point to personalized enterprise
resources. Navidec provides consulting and expert engineering services in
Authentication, Access Control, Directory, User Management, and Provisioning.
This is done through the integration and extension of best-of-breed portal,
directory, security and integration software developed by the leading internet
software vendors.
The core philosophy of Navidec is to develop long-term partnerships by
dedicating teams of experienced personnel to a client's solutions to ensure
longevity of the relationship and a consistent vision for their solution. The
result, rapid deployment of efficient, cost effective e-business solutions,
which position our customers for industry leadership.
Initially formed in July 1993 as a value-added reseller of computer products
under the name of ACI Systems, Inc., we were renamed Navidec, Inc., in July
1996, after our merger with Interactive Planet, Inc., a designer and developer
of Internet web sites. In July 1997, TouchSource, Inc., a designer and developer
of interactive kiosks was acquired. This acquisition significantly enhanced
Navidec's business model by combining expertise in traditional marketing and
distribution with Internet/Intranet technology. In December 1998, CarWizard.com
and LeaseSource.com were acquired, two prominent online automotive sites, in
order to expand Navidec's on-line automotive presence.
During the first six months of 2003, Navidec generated revenues from its
Technology division. Approximately 30% of Technology's revenue was generated
from fixed-price, fixed completion date contracts. In developing these
contracts, consideration is given to the technical complexity of the engagement,
the resources required to complete the engagement and the extent to which we
will be able to deploy internally developed software tools to deliver the
solution. The goal is to make most of Technology's work deliverable within a
ninety (90) to one hundred twenty (120)-day time frame. Revenue for this work is
recognized on percentage-of-completion accounting basis using the ratio of
direct costs incurred as compared to the estimated total direct costs of the
engagement. The remaining 70% of revenue is from work done on a time and
materials basis. Revenue for this work is recognized as it is completed.
Navidec's operating expenses consist of product development, general and
administrative, sales and marketing and depreciation, amortization and
impairment of goodwill. Additional operating expenses were incurred in 2002 and
2003, such as non-cash stock expense, restructuring charges and losses on
impairment of assets. Product development includes salaries and out-of-pocket
expenses incurred in developing new technologies for our own use or for future
customer applications generally, as opposed to customer-specific development.
General and administrative consists primarily of salary and benefit expenses for
our non-billable employees. It also includes expenses associated with our office
facility and equipment leases. Sales and marketing includes personnel costs,
advertising costs, costs associated with participation in trade shows and direct
marketing program and related travel expenses. Non-cash stock expense relates to
employee stock options that were repriced in 2001, warrants given to a third
party vendor for marketing services provided during the year and rights
exercised by debenture holders in June of 2003.
SIX-MONTH RESULTS OF OPERATIONS
Six Months
ended March 31,
--------------------------
2002 2003
---- ----
(in thousands)
REVENUE:
Navidec Capital -- --
Navidec Technologies $3,794 541
------ ---
Total revenue 3,794 541
COST OF REVENUE 2,291 231
----- ---
Gross margin 1,503 310
OPERATING EXPENSES:
Product development 102 35
General and administrative 1,172 422
Sales and marketing 666 123
----- ---
Total operating expenses before restructuring
Non-cash stock and depreciation expenses 1,940 580
----- ---
LOSS FROM OPERATIONS BEFORE
RESTRUCTURING NON CASH STOCK
AND DEPRECIATION EXPENSES (437) (270)
Non-cash stock expense 41 41
Depreciation and amortization 777 1,080
--- -----
Total non-cash stock
and depreciation expense 818 1,121
LOSS FROM OPERATIONS $(1,255) $(1,391)
======= ========
SIX-MONTH RESULTS OF OPERATIONS AS A PERCENTAGE OF REVENUES
Six Months
ended June 30,
----------------------------
2002 2003
---- ----
REVENUE:
Navidec Capital 0.0% 0.0%
Technology 100.0% 100.0%
------ ------
Total revenue 100.0% 100.0%
COST OF REVENUE 60.4% 42.7%
Gross margin 39.6% 57.3%
OPERATING EXPENSES:
Product development 2.7% 6.5%
General and administrative 30.9% 78.0%
Sales and marketing 17.6% 22.7%
------ ------
Total operating expenses before restructuring
Non-cash and depreciation expenses 51.1% 107.2%
----- ------
LOSS FROM OPERATIONS BEFORE
RESTRUCTURING NON CASH STOCK
AND DEPRECIATION EXPENSES (11.5%) (49.9)%
Non-cash stock Expense 1.1% 7.6%
Depreciation and amortization 20.5% 199.6%
----- ------
Total non-cash stock
and depreciation expense 21.6% 207.2%
LOSS FROM OPERATIONS (33.1)% (257.1)%
======= ========
Six Months Ended June 30, 2003 and 2002
Revenue for the Six Months ended June 30, 2003 decreased $3.3 million, or 85.7%,
from 2002 revenues of $3.8 million to $541,000 in 2003. The decrease was
primarily a result of lower market demand for IT services, the discontinuation
of hardware sales associated with Technology sales and a struggling economy.
Gross margin decreased $1.2 million, or 79.4%, from gross margin of $1.5 million
in 2002 to $310,000 in 2003. As a percentage of revenue, gross profit increased
from 39.6% to 57.3%. The increase in the gross margin was a result of
discontinued hardware sales associated with Technology projects that were
discontinued in the 2nd quarter of 2002.
Product development costs decreased $67,000 or 65.7%, from expenses of $102,000
in 2002 to $35,000 in 2003. As a percentage of revenue, product development
costs increased from 2.7% in 2002 to 6.5% in 2003. The decrease in product
development cost is the result of narrowed focus on the areas that Navidec
Technology is pursuing.
General and administrative expenses decreased $750,000 or 64.0%, from general
and administrative expenses of $1.2 million in 2002 to $422,000 in 2003. As a
percentage of revenue, general and administrative expenses increased from 30.9%
in 2002 to 78.0% in 2003. The decreased spending was primarily due to decreased
overhead expenses related to lower revenues in 2003.
Sales and marketing expenses decreased by $543,000, or 81.5%, from $666,000 in
2002 to $123,000 in 2003. As a percentage of revenue, sales and marketing
expenses increased from 17.6% to 22.7% of revenue in 2002 and 2003,
respectively.
During 2001, the Company cancelled approximately 1.3 million unexercised and
outstanding stock options and granted 883,000 replacement options with a strike
price of zero. Deferred compensation was recorded for the intrinsic value of the
options and compensation expense of $566,000 was recorded as non-cash stock
expense as the deferred compensation was amortized. On June 30, 2003 $16,000 of
deferred compensation remained, which will be amortized into non-cash stock
expense in future periods. During the six months ended June 30, 2003 the Company
had non-cash stock expense of $41,000 of which $23,000 was from the options
described above and $18,000 was from rights granted to debenture holders. The
allocation of non cash stock expense to the same functional classification as
the employees' cash compensation is as follows:
June 30,
2002
----
(In Thousands)
Cost of revenue $ 6
Interest Expense 18
Sales and marketing 2
General and administrative 15
---
Total non cash stock expense $41
===
Depreciation and amortization increased $303,000 or 38.9% from $777,000 in 2002
to $1.1 million in 2003. Depreciation and amortization increased due to the
amortization of prepaid expenses that occurred during the first quarter of 2003.
As a result of the items discussed above, we recorded a net loss of $1.38 and
$1.35 million for the six months ended June 30, 2002 and 2003 respectively. Our
basic and diluted loss per share was $1.76 in 2003 versus basic and diluted loss
per share of $2.08 in 2002.
THREE-MONTH RESULTS OF OPERATIONS
Three Months
ended June 30,
--------------------------
2002 2003
---- ----
(in thousands)
REVENUE:
Navidec Capital $ -- $ --
Technology 1,400 143
----- ---
Total revenue 1,400 143
COST OF REVENUE 836 43
--- --
Gross margin 564 100
OPERATING EXPENSES:
Product development 18 6
General and administrative 536 137
Sales and marketing 296 99
----- ---
Total operating expenses before restructuring
Non-cash stock and depreciation expenses 850 242
--- ---
LOSS FROM OPERATIONS BEFORE
RESTRUCTURING NON CASH STOCK
AND DEPRECIATION EXPENSES (286) (142)
Non-cash stock expense 18 28
Depreciation and amortization 390 547
--- ---
Total non-cash stock
and depreciation expense 408 575
LOSS FROM OPERATIONS $(694) $(717)
===== ======
THREE-MONTH RESULTS OF OPERATIONS AS A PERCENTAGE OF REVENUES
Three Months
ended June 30,
--------------------------
2002 2003
---- ----
REVENUE:
Capital 0.0% 0.0%
Technology 100.0% 100.0%
----- -----
Total revenue 100.0% 100.0%
COST OF REVENUE 59.7% 30.1%
Gross margin 40.3% 69.9%
OPERATING EXPENSES:
Product development 1.3% 4.2%
General and administrative 38.3% 95.8%
Sales and marketing 21.1% 69.2%
---- ----
Total operating expenses before restructuring
Non-cash and depreciation expenses 60.7% 169.2%
---- -----
LOSS FROM OPERATIONS BEFORE
RESTRUCTURING NON CASH STOCK
AND DEPRECIATION EXPENSES (20.4)% (99.3)%
Non-cash stock Expense 1.3% 19.6%
Depreciation and amortization 27.9% 382.5%
---- -----
Total non-cash stock
and depreciation expense 29.1% 402.1%
LOSS FROM OPERATIONS (49.6)% (501.4)%
===== ======
Three Months Ended June 30, 2003 and 2002
Revenue for the three months ended June 30, 2003 decreased $1.3 million, or
89.8%, from 2002 revenues of $1.4 million to $143,000 in 2003. The decrease was
primarily a result of lower market demand for IT services, the discontinuation
of hardware sales associated with Technology sales and a struggling economy.
Gross margin decreased $464,000, or 82.3%, from gross margin of $564,000 in 2002
to $100,000 in 2003. As a percentage of revenue, gross profit increased from
40.3% to 69.9%. The increase in the gross margin was a result of discontinued
hardware sales associated with Technology project that was discontinued in the
2nd quarter of 2002.
Product development costs decreased $12,000 or 66.7%, from expenses of $18,000
in 2002 to $6,000 in 2003. As a percentage of revenue, product development costs
increased from 1.3% in 2002 to 4.2% in 2003. The decrease in product development
cost is the result of narrowed focus on the areas that Navidec is pursuing.
General and administrative expenses decreased $399,000 or 74.4%, from general
and administrative expenses of $536,000 in 2002 to $137,000 in 2003. As a
percentage of revenue, general and administrative expenses increased from 38.3%
in 2002 to 95.8% in 2003. The decreased spending was primarily due to decreased
overhead expenses related to lower revenues in 2003.
Sales and marketing expenses decreased by $197,000, or 66.6%, from $296,000 in
2002 to $99,000 in 2003. As a percentage of revenue, sales and marketing
expenses increased from 21.1% to 69.2% of revenue in 2002 and 2003,
respectively.
During 2001, the Company cancelled approximately 1.3 million unexercised and
outstanding stock options and granted 883,000 replacement options with a strike
price of zero. Deferred compensation was recorded for the intrinsic value of the
options and compensation expense of $566,000 was recorded as non-cash stock
expense as the deferred compensation was amortized. During the quarter ended
June 30, 2003 the Company had non-cash stock expense of $28,000. Of which
$10,000 was from options and $18,000 was interest expense associated with rights
that were issued to debenture holders. The allocation of non cash stock expense
to the same functional classification as the employees' cash compensation is as
follows:
September 30, 2002
------------------
(In Thousands)
Cost of revenue $ 2
Interest Expense 18
Sales and marketing 1
General and administrative 7
---
Total non cash stock expense $28
===
Depreciation and amortization increased $157,000 or 40.3% from $390,000 in 2002
to $547,000 in 2003. Depreciation and amortization increased due to the
amortization of prepaid expenses that occurred during the first quarter of 2003.
As a result of the items discussed above, we recorded a net loss of $703,000 for
the quarter ended June 30, 2003 versus a net loss of $770,000 in 2002. Our basic
and diluted loss per share was $.78 in 2003 versus basic and diluted loss per
share of $1.19 in 2002.
LIQUIDITY AND CAPITAL RESOURCES
From our inception through June 30, 2003, we funded our operations primarily
from the following sources:
- - equity proceeds through public offerings and private placements of our
securities;
- - revenue generated from operations;
- - loans from principal shareholders and employees;
- - loans and lines of credit; and
- - accounts receivable factoring arrangements made available by banks.
The Company's financial statements for the six months ended June 30, 2003 have
been prepared on a going concern basis, which contemplates the realization of
assets and the settlement of liabilities and commitments in the normal course of
business. The Company has historically reported net losses, including reporting
a loss from operations of $1.4 million for the six months ended June 30, 2003
and has working capital of $878,000 as of June 30, 2003.
During 2002 and 2003, the Company significantly reduced costs through headcount
reductions. The Company continues to evaluate its current contractual
obligations for renegotiation in order to further reduce costs. The company
would consider further significant reductions in its operating activities if its
current funds are insufficient to sustain operations in 2003. The Company
believes that its cash and cash equivalents, working capital is sufficient to
maintain operations through 2003.
Management cannot provide assurance that the Company will ultimately achieve
profitable operations or be cash positive or raise necessary additional debt
and/or equity capital. If substantial losses continue and/or the Company is
unable to raise additional capital, liquidity problems could cause the Company
to curtail operations, liquidate assets, seek additional capital on less
favorable terms and/or pursue other such actions that could adversely affect
future operations. These financial statements do not include any adjustments
relating to the recoverability and classification of assets or the amounts and
classification of liabilities that might be necessary should the company be
unable to continue as a going concern.
Cash, flow from operations has not historically been sufficient to sustain our
operations without the above additional sources of capital.
As of June 30, 2003, we had cash and cash equivalents of $810,000, and working
capital of $878,000. This compares with cash and cash equivalents of $636,000,
and working capital of $1.5 million as of June 30, 2002.
Cash used by operating activities totaled $262,000 for the six months ended June
30, 2003 compared with $2.1 million for the six months ended June 30, 2002. This
was due to a change in net cash used and provided in changes of operating assets
and liabilities. During the first six months of 2003, our changes in operating
assets and liabilities used $5,000 in cash compared with cash used of $1.7
million during the six months ended June 30 of 2002.
Cash provided by investing activities for the six months ended June 30, 2003 was
$38,000 compared with cash provided by investing activities of $525,000 for six
months ended June 30, 2002. The decrease was the result of the sale of Navidec's
holdings in CarPoint, LLC in 2002 compared the sale of property and equipment in
2003
Cash provided by financing activities was $905 during six months ended June 30,
2003 compared to cash used by financing activities of $264,000 for six months
ended June 30, 2002. This variance is the result of the Company's rights
offering which was completed in June 2003.
Navidec is subject to various contractual obligations including long-term debt,
capital leases, and operating leases. The table below summarizes these
contractual obligations by year (in thousands):
Less than
Total 1 year 1-3 yrs. Thereafter
----- ------ -------- ----------
Capital leases 125 125 -- --
Operating leases 216 216 -- --
---- ---- ------- ------
Total contractual cash obligations $341 $341 $ -- $ --
==== ==== ======= ======
Item 3.
CONTROLS AND PROCEEDURES
With the participation of management, the Company's chief executive officer and
chief financial officer evaluated the Company's disclosure controls and
procedures on August 1, 2003. Based on this evaluation, the chief executive
officer and the chief financial officer concluded that the disclosure controls
and procedures are effective in connection with the Company's filing of its
quarterly report on Form 10-Q for the quarterly period ended June 30, 2003.
Subsequent to December 31, 2002, through the date of this filing of Form 10-Q
for the quarterly period ended June 30, 2003, there have been no significant
changes in the Company's internal controls or in other factors that could
significantly affect these controls, including any significant deficiencies or
material weaknesses of internal controls that would require corrective action.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Navidec is exposed to the impact of interest rate changes and change in the
market values of its investments. Based on our market risk sensitive instruments
outstanding as of June 30, 2003, as described below, we have determined that
there was no material market risk exposure to our consolidated financial
position, results of operations, or cash flows as of such date. We do not enter
into derivatives or other financial instruments for trading or speculative
purposes.
INTEREST RATE RISK - - At June 30, 2003, Navidec's exposure to market rate risk
for changes in interest rates relates primarily to its borrowings. Navidec has
not used derivative financial instruments in its credit facilities. A
hypothetical 10% increase in the Prime rate would not be significant to the
Company's financial position, results of operations, or cash flows.
INVESTMENT RISK - Navidec has investments in equity instruments in companies for
business and strategic purposes. These investments are included in other
long-term assets and are accounted for under the cost method since ownership is
less than twenty percent (20%) and Navidec does not assert significant
influence.
INFLATION
The Company does not believe that inflation will have a material impact on our
future operations.
FORWARD LOOKING INFORMATION
Information contained in this report, other than historical information, should
be considered forward looking and reflects management's current views of future
events and financial performance that involve a number of risks and
uncertainties. The factors that could cause actual results to differ materially
include, but are not limited to, the following: general economic conditions and
developments within the Internet and Intranet industries; competition; market
acceptance of our products and services; length of sales cycle; variability of
sales order flow; management of growth; and other risk factors identified from
time to time in the Company's filings with the Securities and Exchange
Commission. These filings are available on-line at http://www.sec.gov.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
In the normal course of business, the Company is subject to, and may become a
party to, other litigation. Management believes there are no other matters
currently in litigation that could have a material impact on the Company's
financial position or results of operations.
Item 2. Changes in Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
31.1 Certification by the Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification by the Chief Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification by the Chief Executive Officer and Chief
Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
(b) Form 8-K
None
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
NAVIDEC, INC.
By /S/ John McKowen
John McKowen
President and CEO
Date: August 14, 2003
By /S/ Pat Mawhinney
Pat Mawhinney
Chief Financial Officer