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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 September 30, 2003.
[ ] 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 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:
As of December 5, 2003, Registrant had 2,093,000 shares of common stock
outstanding
NAVIDEC, INC.
INDEX
PART I. FINANCIAL INFORMATION
===============================
Item 1. Financial Statements (Unaudited)
Balance Sheets as of September 30, 2003 and December 31, 2002
Statements of Operations For the Three months and Nine months ended
September 30, 2003 and 2002
Statements of Cash Flows For the Nine months ended September 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
Item 4. Controls and Procedures
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, September 30,
ASSETS 2002 2003
---- ----
CURRENT ASSETS:
Cash and cash equivalents $ 130 $ 817
Accounts receivable, net 439 85
Inventory 288 288
Prepaid expenses and other 696 185
-------- --------
Total current assets 1,553 1,375
PROPERTY, EQUIPMENT AND SOFTWARE, net 1,922 861
OTHER ASSETS:
Other assets 1 1
Acquired intangible -- 103
-------- --------
TOTAL ASSETS $ 3,476 $ 2,340
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 670 $ 418
Accrued liabilities 138 185
Current borrowings 455 250
Deferred revenue 108 --
-------- --------
Total current liabilities 1,371 853
NON CURRENT LIABILITIES:
Convertible Debentures 250 --
COMMITMENTS AND CONTINGENCIES
MINORITY INTEREST -- 14
STOCKHOLDERS' EQUITY:
Common stock, no par value, 20,000 shares authorized,
Voting 611 and 1,956 shares outstanding, respectively 54,450 62,778
Non-voting stock 39 and 0 shares outstanding, respectively 5,817 --
Warrants for common stock 1,175 640
Deferred compensation (38) (9)
Accumulated deficit (59,549) (61,936)
-------- --------
Total stockholders' equity 1,855 1,473
-------- --------
Total liabilities and stockholders' equity $ 3,476 $ 2,340
======== ========
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 9 Months Ended
September 30, September 30,
2002 2003 2002 2003
---- ---- ---- ----
REVENUE $ 756 $ 194 $ 4,550 $ 525
COST OF REVENUE 317 108 2,608 274
------- ------- ------- -------
GROSS PROFIT 439 86 1,942 251
OPERATING EXPENSES:
Product development 15 35 117 70
General and administrative 439 301 1,611 1,081
Sales and marketing 147 74 813 210
Stock Expense 13 7 54 48
Depreciation and amortization 390 465 1,167 1,545
------- ------- ------- -------
Total operating expenses 1,004 882 3,762 2,954
------- ------- ------- -------
Loss from operations (565) (796) (1,820) (2,703)
OTHER INCOME (EXPENSE):
Gain on legal settlement -- 233 -- 233
Other income (expense) (91) 49 (188) 83
------- ------- ------- -------
Total (91) 282 (188) 316
------- ------- ------- -------
NET LOSS $ (656) $ (514) $(2,008) $(2,387)
======= ======= ======= =======
NET LOSS
Per Share basic and diluted $ (1.08) $ (.31) $ (3.06) $ (3.02)
======= ======= ======= =======
WEIGHTED AVERAGE
SHARES OUTSTANDING:
Basic 650 1,678 649 789
======= ======= ======= =======
Diluted 650 1,678 649 789
======= ======= ======= =======
The accompanying notes to consolidated financial statements
are an integral part of these statements.
NAVIDEC, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Nine Months Ended
September 30,
2002 2003
---- ----
Cash flows from operating activities:
Net income (loss) $(2,008) $(2,387)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation 1,167 1,545
Non-cash compensation expense -- 97
Non-cash stock expense 54 48
Provision for bad debt 110 --
Deferred compensation 82 --
Gain on sale of investments -- (46)
Loss on sale of equipment -- 2
Changes in operating assets and liabilities:
Accounts receivable 1,302 354
Costs and estimated earnings in excess of billings (3) (6)
Prepaid expenses and other assets (865) (13)
Restricted cash 1,200 --
Accounts payable (1,659) (212)
Accrued liabilities (1,018) 9
Deferred revenue (140) (108)
Other 18 54
------- -------
Net cash used in operating activities (1,760) (663)
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Sale of property, equipment and software 22 37
Cash acquired through acquisition -- 26
Sale of equity investments 588 46
Other (67) --
------- -------
Net cash provided by investing activities 543 109
------- -------
Cash flows from financing activities:
Proceeds from rights offering -- 1,237
Proceeds from sale of common stock and warrants -- 212
Proceeds from notes payable 350 --
Payments on notes payable and capital lease obligations (1,500) (207)
------- -------
Net cash (used in) provided by financing activities (1,150) 1,242
------- -------
NET DECREASE IN CASH AND CASH EQUIVALENTS (2,367) 688
CASH AND CASH EQUIVALENTS, beginning of period 2,465 129
------- -------
CASH AND CASH EQUIVALENTS, end of period $ 98 $ 817
======= =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid for interest $ 71 $ 25
Conversion of notes to Common Stock $ -- $ 250
Stock issued for acquisition $ -- $ 160
The accompanying notes to consolidated financial statements
are an integral part of these statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
NOTE 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
subsidiaries (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.
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 nine months ending September 30, 2003:
risk-free interest rate of 3.00 percent, no expected dividend yields, expected
lives of 5.0 years, and expected volatility of 197 percent. 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 modification of the grant, Navidec's net loss adjusted for
the additional expense would have been the following pro forma amounts (in
thousands, except per share data):
For the Three Months Ended
September 30,
(in thousands, except per share data)
2002 2003
---- ----
Net loss:
As reported $ (656) $ (514)
Net total stock based employee
compensation expense determined
under fair value based method
for all awards, net of related tax effect -- --
------- -------
Pro forma $ (656) $ (514)
======= =======
Net loss per share, basic and diluted
Basic: As Reported $ (1.08) $ (.31)
======= =======
Pro Forma $ (1.08) $ (.31)
======= =======
Diluted: As Reported $ (1.08) $ (.31)
======= =======
Pro Forma $ (1.08) $ (.31)
======= =======
For the Nine Months Ended
September 30,
(in thousands, except per share data)
2002 2003
---- ----
Net Loss:
As reported $ (2,008) $ (2,387)
Net total stock based employee
compensation expense determined
under fair value based method
for all awards, net of related
tax effect -- (413)
--------- ---------
Pro forma $ (2,008) $ (2,800)
========= =========
Net Loss per share, basic and diluted
Basic: As Reported $ (3.06) $ (3.02)
========= =========
Pro Forma $ (3.06) $ (3.55)
========= =========
Diluted: As Reported $ (3.06) $ (3.02)
========= =========
Pro Forma $ (3.06) $ (3.55)
========= =========
NOTE 2 - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
Based on the results of an internal accounting review initiated by the Company
in connection with the preparation of its unaudited interim financial statements
as of and for the three and nine months ended September 30, 2003, the Company
has determined that its unaudited interim financial statements as of and for the
three and six months ended March 31, 2003 and June 30, 2003, respectively,
require restatement. The restatement is required to correct accounting errors
related primarily to the following: (i) certain liabilities were not properly
recorded primarily due to the timing of recording liabilities and gain
recognition related to restructuring of certain liabilities, (ii) certain
prepaid assets were improperly recorded, (iii) contributed services by officers
were not recognized, (iv) revenue was recorded from certain cash receipts for
which revenue and a corresponding receivable had previously been recognized, and
revenue was recorded from subcontractor work for which adequate support did not
exist and (v) reclassifications between cost of revenue and general, selling and
administrative expenses.
The following comparison of consolidated statements of operations for the three
months ended March 31, 2003 and the three and six months ended June 30, 2003,
and comparison of consolidated balance sheets as March 31, 2003 and June 30,
2003, present the effects resulting from restating the Company's financial
statements for the aforementioned reasons.
Comparison of Condensed Consolidated Balance Sheets
- --------------------------------------------------------------------------------------------------------------------
June 30, 2003 March 31, 2003
------------------------- -------------------------
As As
Previously As Previously As
Reported Restated Reported Restated
-------- -------- -------- --------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 810 $ 810 $ 75 $ 75
Accounts receivable, net 114 114 163 163
Costs and estimated earnings in
in excess of billings -- -- 11 11
Inventory 288 288 288 288
Prepaid expense and other 382 340 638 638
-------- -------- -------- --------
Total current assets 1,594 1,552 1,175 1,175
PROPERTY, EQUIPMENT AND SOFTWARE, NET 1,125 1,125 1,548 1,548
-------- -------- -------- --------
TOTAL ASSETS $ 2,719 $ 2,677 $ 2,723 $ 2,723
======== ======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 470 $ 548 $ 686 $ 806
Accrued liabilities 120 178 176 189
Current borrowings 125 340 420 591
Deferred revenue 1 1 -- --
Convertible debentures -- 1 250 250
-------- -------- -------- --------
Total current liabilities 716 1,068 1,532 1,836
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, no par value, 20,000,000 shares
authorized
Voting 641 shares outstanding 56,866 56,964 54,985 55,026
Non-voting stock, 39 shares outstanding 5,817 5,817 5,817 5,817
Warrants for common stock 640 640 640 640
Subscription note receivable (375) (375) -- --
Deferred compensation (16) (16) (25) (25)
Accumulated deficit (60,929) (61,421) (60,226) (60,571)
-------- -------- -------- --------
Total stockholders' equity 2,003 1,609 1,191 887
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,719 $ 2,677 $ 2,723 $ 2,723
======== ======== ======== ========
Comparison of Condensed Consolidated Income Statements
(in thousands, except for per share data)
- ------------------------------------------------------------------------------------------------------------------------
For the Six Months Ended For the Three Months Ended For the Three Months Ended
June 30, 2003 June 30, 2003 March 31, 2003
------------------------ ------------------------- -------------------------
As As As
Previously As Previously As Previously As
Reported Restated Reported Restated Reported Restated
-------- -------- -------- -------- -------- --------
REVENUE $ 541 $ 331 $ 143 $ 33 $ 397 $ 298
COST OF REVENUE 231 166 43 18 188 148
------- ------- ------- ------- ------- -------
GROSS PROFIT 310 165 100 15 209 150
OPERATING EXPENSES:
Product Development 35 35 6 6 29 29
General and administrative 422 781 137 205 285 576
Sales and marketing 123 135 99 71 24 64
Stock expense 41 41 28 28 13 13
Depr & Amortization 1,080 1,080 547 547 533 533
------- ------- ------- ------- ------- -------
1,701 2,072 817 857 884 1,215
LOSS FROM OPERATIONS (1,391) (1,907) (717) (842) (675) (1,065)
OTHER INCOME (EXPENSE) 11 35 14 (8) (2) 43
------- ------- ------- ------- ------- -------
NET LOSS $(1,380) $(1,872) $ (703) $ (850) $ (677) $(1,022)
======= ======= ======= ======= ======= =======
NET LOSS PER SHARE $ (1.76) $ (2.65) $ (0.78) $ (1.12) $ (1.02) $ (1.54)
======= ======= ======= ======= ======= =======
BASIC AND DILUTED
Weighted average
shares outstanding,
basic and diluted 782 782 903 903 662 662
======= ======= ======= ======= ======= =======
NOTE 3 - LIQUIDITY
The Company's financial statements for the nine months ended September 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 approximately $514,000 and $2,387,000 for
the three and nine months ended September 30, 2003 respectively and has working
capital of $522,000 as of September 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.
NOTE 4 - SUBSIDIARIES
In August 2003, Navidec Technology Corporation was formed as a wholly owned
subsidiary of Navidec, Inc. Navidec Technology provides consulting and
integration services focused on building solutions for application security and
identity management, systems integration, and portal implementation via the web.
Navidec Technology plans to acquire and integrate similar companies focused on
security and identity management.
In August 2003, Navidec Capital, Inc. changed its name to Navidec Financial
Services, Inc.
On September 30, 2003 the Company purchased an 80% interest in Northsight
Mortgage Group LLC. Northsight is a Phoenix, Arizona based mortgage broker
engaged in the business of marketing, arranging and selling of consumer home
mortgages. This acquisition is part of the Company's plan to acquire and
integrate companies providing end to end mortgage services from back office
processing to mortgage banking services.
NOTE 5 - 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 nine-month period ended September 30, 2002 and 2003 were the same as the net
losses for those periods, except for the nine months ended September 30, 2002
which was increased by $4,000 for unrealized losses on investments.
NOTE 6 - 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.
NOTE 7 - NASDAQ DELISTING
On August 18, 2003 the Company received notice from NASDAQ SmallCap Market that
the Company was not in compliance in accordance with Marketplace Rule
4310(c)(13) which requires that the company have a minimum $2,500,000 in
stockholders' equity. As a result, Navidec began trading on OTC Bulletin Board
under the symbol NVDC at the open of business on Wednesday, August 20, 2003.
NOTE 8 - EQUITY TRANSACTIONS
On August 18, 2003, as a result of the NASDAQ delisting, the Company chose to
withdraw the private placement it had begun on August 11, 2003 for the sale of
Series A Preferred shares.
On September 2, 2003, the Company began a private placement offering of up to
1,250,000 units at $1, each unit consisting of one common share, one "A" Warrant
and one "B" Warrant. The "A" Warrant is exercisable at $2.00 until August 31,
2005. The Company has the right to call the "A" warrant if the trading price of
Navidec common stock is above $2.00 for more than 10 consecutive trading days.
The "B" Warrant is exercisable at $4.00 and expires on August 31, 2005. The
Company has the right to call the warrant if the trading price of Navidec common
stock is above $4.00 for more than 10 consecutive trading days. As of September
30, 2003, the Company has sold a total of 212,000 units for gross proceeds of
$212,000.
During the nine months ended September 30, 2003, certain officers of the Company
contributed services to the Company. The Company recorded approximately $97,000
of compensation expense related to those contributed services with the offset to
common stock.
NOTE 9- NON-VOTING COMMON STOCK
In October 2000, the Company issued shares of non-voting common stock to WFC
Holdings Corp. ("WFC") in exchange for convertible debt. These shares were
issued as non-voting because at the time, WFC held other Navidec, Inc. common
shares and these additional shares would have put them out of compliance with
certain banking regulations regarding the number of voting shares that they
could hold. In August 2003 the non-voting restriction was removed as the total
number of the Company's shares WFC held was in compliance with the regulations.
NOTE 10 - 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.
NOTE 11 - 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 approximately 642,000 as of September 30, 2003.
NOTE 12 - 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. This transaction was rescinded in August 2003 and
the notes and associated shares were cancelled.
NOTE 13 - SEGMENT REPORTING
The Company currently operates in two different segments: Navidec Technology and
Navidec Financial Services. Management has chosen to organize the Company around
these segments based on differences in products and services.
Navidec Technology provides consulting and integration services focused on
building solutions for application security and identity management, systems
integration, and portal implementation via the web. Navidec Technology plans to
acquire and integrate similar companies focused on security and identity
management.
Navidec Financial Services is focused on providing end to end mortgage services
from back office processing to mortgage banking services. The company plans to
acquire and integrate companies providing these services.
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
September 30, 2003
(in thousands)
Navidec Navidec
Technology Financial Corporate Total
---------- --------- --------- -----
Revenues from external
customers $ 194 $ -- $ -- $ 194
Loss from operations $ -- $ (140) $ (656)(1) $ (796)
Identifiable assets $ 379 $ 551 $ 1,410(2) $ 2,340
For the Three Months Ended
September 30, 2002
(in thousands)
Navidec Navidec
Technology Financial Corporate Total
---------- --------- --------- -----
Revenues from external
customers $ 756 $-- $ -- $ 756
Loss from operations $ (162) $-- $ (494)(1) $ (656)
Identifiable assets $ 1,066 $-- $ 3,623(2) $ 4,689
For the Nine Months Ended
September 30, 2003
(in thousands)
Navidec Navidec
Technology Financial Corporate Total
---------- --------- --------- -----
Revenues from external
customers $ 525 $ -- $ -- $ 525
Loss from operations $ (153) $ (257) $(2,293)(1) $(2,703)
Identifiable assets $ 379 $ 551 $ 1,410(2) $ 2,340
For the Nine Months Ended
September 30, 2002
(in thousands)
Navidec Navidec
Technology Financial Corporate Total
---------- --------- --------- -----
Revenues from external
customers $ 4,550 $-- $ -- $ 4,550
Loss from operations $ (599) $-- $ (1,409)(1) $ (2,008)
Identifiable assets $ 1,066 $-- $ 3,623(2) $ 4,689
(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, prepaids, property and equipment, and
intangibles and other assets.
NOTE 14 - ACQUISITION OF NORTHSIGHT MORTGAGE GROUP, LLC
In September 2003, the Company entered into a Securities Exchange Agreement
("Agreement") with Northsight Mortgage Group, LLC ("Northsight") and its sole
member that provides for the transfer of 80% of the issued and outstanding
membership units of Northsight in exchange for up to 256,000 shares of the
Company's no par value common stock. Northsight is a Phoenix, Arizona based
mortgage broker engaged in the business of marketing, arranging and selling of
consumer home mortgages. This acquisition is part of the Company's plan to
acquire and integrate companies providing end to end mortgage services from back
office processing to mortgage banking services. The Agreement calls for the
issuance of up to 256,000 shares of the Company's no par value common stock. Of
these shares, 128,000 are irrevocable with 42,667 being issued to the sole
member of Northsight at the closing on September 30, 2003 and the balance of
85,333 shares being placed in escrow to be released in equal amounts on each of
the next three anniversary dates of the closing of the transaction. These shares
are valued at $1.25 per share based on the shares publicly traded price on
September 30, 2003. The additional 128,000 shares were placed in escrow and will
be released pending the completion of an audit of operations for Northsight for
the year ending December 31, 2003. For each $100 of earnings before interest,
taxes, depreciation and amortization expense ("EBITDA") in excess of $100,000 of
EBITDA, 128 additional shares of Navidec will be released from escrow. Any
shares not released will be returned to the Company and cancelled. These
contingent shares will be valued at December 31, 2002, the date the contingency
is met. Northsight is a service business that is not capital intensive and
therefore most of its value comes from its business name, reputation and
operating history. As a result, there is an excess of price paid over net assets
acquired which is resulted in the recording of an intangible asset. The
intangible asset acquired has not yet been allocated. To the extent that it is
allocated to identifiable intangible assets, the amount will amortized over the
estimated useful life of the asset. To the extent the allocation is to goodwill,
the goodwill will not be amortized but will be evaluated annually to determine
if its value has been impaired.
Prior to this transaction, there was no relationship between the Company or any
of the its officers and directors and Northsight or its sole member.
No results of operations for Northsight are included in the accompanying
financial statements as the transaction closed on September 30, 2003.
The following is the condensed balance sheet of Northsight as of the acquisition
date:
ASSETS
Cash $ 26,000
Accounts receivable 240
Prepaid expenses 10,406
Fixed assets, net 40,315
Deposits 3,793
Intangible asset 103,070
========
$183,824
========
LIABILITES AND MEMBER'S EQUITY
Accounts payable $ 9,593
Member's equity 174,231
========
$183,824
========
The following information is presented on a pro forma basis for the nine months
ended September 30, (in thousands, except for per share amounts)
2003
----
Navidec Northsight Total
------- ---------- -----
Revenue $ 525 $ 1,106 $ 1,631
Net loss (income) $(2,387) $ 162 $(2,225)
Earnings per share
$ (3.02) $ .21 $ (2.81)
The following information is presented on a pro forma basis for the three months
ended September 30, (in thousands, except for per share amounts)
2003
----
Navidec Northsight Total
------- ---------- -----
Revenue $ 194 $ 456 $ 650
Net (loss) income $(514) $ 60 $(454)
(Loss) earnings
per share $(.31) $ .04 $(.27)
Pro forma information is not shown for the nine months and three months ended
September 30, 2002 because Northsight did not begin operations until November of
2002.
NOTE 15 - Legal Settlement
Navidec has settled its lawsuit against a vendor for $350,000 that was pending
in the United States District Court for the District of Colorado. This amount
was netted against current year legal fees of approximately $47,000 and a
previously recorded receivable $70,000, resulting in a gain of $233,000 which is
shown as a Gain on Legal Settlement on our statement of operations. The terms
and conditions of the settlement are confidential.
NOTE 16 - EMPLOYMENT AGREEMENT
Navidec, Inc. entered an Employment Agreement with its President and CEO ("CEO")
effective September 1, 2003. The term of that agreement is for two years and
renews automatically for successive additional one-year periods provided that
neither the CEO nor Navidec provide the other with notice of their intent not to
renew the agreement at least thirty (30) days before the anniversary date of the
agreement. The CEO's current annual salary under the agreement is $90,000 and
his salary is to be reviewed not less than monthly. He will also receive 175,000
options to purchase the Company's common stock at an exercise price of $2.00,
subject to the approval of the Board of Directors. The agreement also provides
that the CEO may be paid an annual bonus at the discretion of the Board of
Directors of the Company. In the event that CEO's employment were to be
terminated without "Cause" by Navidec, as defined in the agreement, then Navidec
must pay the CEO severance payments (the "Severance Payments"). The Severance
Payments will be an amount equal to six months of the CEO's highest base salary
in effect during the prior twelve months (either in a lump sum or in monthly
increments depending on the Company's financial status), plus a pro rata amount
of any annual bonus paid for the most recently completed fiscal year. In
addition, upon termination of the CEO, the Company will provide the continuation
of all of Benefits that the CEO is entitled to under Company plans, as defined
in the agreement, for one year and the immediate vesting of all of the CEO's
non-vested options for shares of Navidec's capital stock. If the CEO's
employment were terminated without Cause, including termination due to a change
in control, the CEO would receive $90,000.
The CEO will also receive a finder's fee for merger and acquisition transactions
he introduces that are completed by the Company and is entitled to five percent
of net profits received by the Company from acquisitions and consulting
agreements he arranges.
NOTE 17 - 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 filed 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. The Company has hired a law firm whose primary
shareholder is the wife of the Company's former CFO, on a contingency fee to
pursue recovery on these notes through the bankruptcy court.
NOTE 18 - 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.
NOTE 19 - SUBSEQUENT EVENTS
In October 2003, our subsidiary Navidec Technology Corporation changed its name
to SwiftSure, Inc.
On October 10, 2003, our former Chief Financial Officer ("CFO") filed a Demand
For Arbitration against the Company relating to sums that the CFO claims are
owing to him from the Company as a result of his employment being terminated. He
seeks to recover $431,320.39, plus statutory penalties, attorneys' fees, costs
and pre-judgment interest. On the previous day, October 9, 2003, Navidec, Inc.
filed a Complaint For Declaratory Judgment in the Arapahoe County, Colorado
District Court naming the CFO as a defendant. The Complaint seeks declaratory
judgment that the CFO's claims against the Company are not subject to
arbitration and that the Company owes him nothing. These matters are in the very
early stages and the Company intends to defend any claims by the CFO vigorously
in whatever forum they are ultimately heard. It is too early to estimate what if
any sums may be due the CFO based on his claims against us.
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 60% and 45% of our revenue was generated from fixed-price, fixed
completion date work for the year 2002 and the first nine 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 40% and 55% of revenue for
2002 and the first nine 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.
- -Reserve for Bad Debt. Our policy on reserve for bad debt determines the timing
and recognition of bad debt expense.
We follow guidelines that reserve based off of historical and account specific
trends, however, certain judgments affect the application of our bad debt
reserve policy. 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 organized into two primary divisions Navidec Financial Services and
Navidec Technology. Navidec Financial Services is focused on providing end to
end mortgage services from back office processing to mortgage banking services.
The Company plans to acquire and integrate companies providing these services.
The company will focus on business opportunities within this industry segment
that offer cash flow, strong management and opportunity for growth.
Navidec Technology 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 Web
security and Identity Management in the areas of 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 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, position our
customers for industry leadership.
During the first nine months of 2003, Navidec generated revenues from its
Technology division. Approximately 45% 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 55% 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 and amortization.
Additional operating expenses were incurred in 2002 and 2003, such as non-cash
stock expense, non-cash compensation expense 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.
NINE-MONTH RESULTS OF OPERATIONS
Nine Months
ended September 30,
(in thousands)
2002 2003
---- ----
REVENUE:
Navidec Financial Services $ -- $ --
Navidec Technology 4,550 525
------- -------
Total revenue 4,550 525
COST OF REVENUE 2,608 274
------- -------
GROSS MARGIN 1,942 251
OPERATING EXPENSES:
Product development 117 70
General and administrative 1,611 1,081
Sales and marketing 813 210
------- -------
Total operating expenses before restructuring,
non-cash stock and depreciation expenses 2,541 1,361
------- -------
LOSS FROM OPERATIONS BEFORE
RESTRUCTURING NON CASH STOCK
AND DEPRECIATION EXPENSES (599) (1,110)
Non-cash stock expense 54 48
Depreciation and amortization 1,167 1,545
------- -------
Total non-cash stock
and depreciation expense 1,221 1,593
------- -------
LOSS FROM OPERATIONS $(1,820) $(2,703)
======= =======
NINE-MONTH RESULTS OF OPERATIONS AS A PERCENTAGE OF REVENUES
Nine Months
ended September 30,
2002 2003
---- ----
REVENUE:
Navidec Financial Services 0.0% 0.0%
Navidec Technology 100.0% 100.0%
----- -----
Total revenue 100.0% 100.0%
COST OF REVENUE 57.3% 52.2%
GROSS MARGIN 42.7% 47.8%
OPERATING EXPENSES:
Product development 2.6% 13.3%
General and administrative 35.4% 205.9%
Sales and marketing 17.9% 40.0%
----- -----
Total operating expenses before restructuring,
non-cash and depreciation expenses 55.9% 259.2%
----- -----
LOSS FROM OPERATIONS BEFORE
RESTRUCTURING NON CASH STOCK
AND DEPRECIATION EXPENSES (13.2%) (211.4)%
Non-cash stock Expense 1.2% 9.1%
Depreciation and amortization 25.6% 294.2%
----- -----
Total non-cash stock
and depreciation expense 26.8% 303.3%
----- -----
LOSS FROM OPERATIONS (40.0)% (514.7)%
===== =====
Nine Months Ended September 30, 2003 and 2002
Revenue for the Nine Months ended September 30, 2003 decreased $4,025000, or
88.5%, from 2002 revenues of $4,550,000 to $525,000 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 $1,691,000, or 87.1%, from gross margin of $1,942,000 in
2002 to $251,000 in 2003. As a percentage of revenue, gross profit increased
from 42.7% to 47.8 %. 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 $47,000 or 40.2%, from expenses of $117,000
in 2002 to $70,000 in 2003. As a percentage of revenue, product development
costs increased from 2.6% in 2002 to 13.4% 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 $530,000 or 32.9%, from general
and administrative expenses of $1,611,000 million in 2002 to $1,081,000 in 2003.
As a percentage of revenue, general and administrative expenses increased from
35.4% in 2002 to 205.9% in 2003. While the Company has decreased its overhead
costs and continues to find ways to do so, the increase of general and
administrative expenses as a percentage of sales is due to the significantly
reduced sales.
Sales and marketing expenses decreased by $603,000, or 74.2%, from $813,000 in
2002 to $210,000 in 2003. As a percentage of revenue, sales and marketing
expenses increased from 17.9% to 40.2% 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. On September 30, 2003 $8,900
of deferred compensation remained, which will be amortized into non-cash stock
expense in future periods. During the nine months ended September 30, 2003 the
Company had non-cash stock expense of $48,000 of which $30,000 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:
September 30,
2003
(In Thousands)
Cost of revenue $ 8
Interest expense 18
Sales and marketing 3
General and administrative 19
---
Total non cash stock expense $48
===
Depreciation and amortization increased $378,000 or 32.3% from $1,167,000 in
2002 to $1,545,000 in 2003. Depreciation and amortization increased due to the
amortization of prepaid rent expense that occurred during 2003.
As a result of the items discussed above and other income (expense) items in the
statements of operations, we recorded a net loss of $2,008,000 and $2,387,000
for the nine months ended September 30, 2002 and 2003 respectively. Our basic
and diluted loss per share was $3.02 in 2003 versus basic and diluted loss per
share of $3.06 in 2002.
THREE-MONTH RESULTS OF OPERATIONS
Three Months
ended September 30,
(in thousands)
2002 2003
---- ----
REVENUE:
Financial Services $-- $--
Technology 756 194
----- -----
Total revenue 756 194
COST OF REVENUE 317 108
----- -----
GROSS MARGIN 439 86
OPERATING EXPENSES:
Product development 15 35
General and administrative 439 301
Sales and marketing 147 74
----- -----
Total operating expenses before restructuring,
non-cash stock and depreciation expenses 601 410
----- -----
LOSS FROM OPERATIONS BEFORE
RESTRUCTURING NON CASH STOCK
AND DEPRECIATION EXPENSES (162) (324)
Non-cash stock expense 13 7
Depreciation and amortization 390 465
----- -----
Total non-cash stock
and depreciation expense 403 472
----- -----
LOSS FROM OPERATIONS $(565) $(796)
===== =====
THREE-MONTH RESULTS OF OPERATIONS AS A PERCENTAGE OF REVENUES
Three Months
ended September 30,
2002 2003
---- ----
REVENUE:
Financial Services 0.0% 0.0%
Technology 100.0% 100.0%
----- -----
Total revenue 100.0% 100.0%
COST OF REVENUE 41.9% 55.6%
GROSS MARGIN 58.1% 44.4%
OPERATING EXPENSES:
Product development 2.0% 18.2%
General and administrative 58.1% 155.4%
Sales and marketing 19.4% 38.5%
----- -----
Total operating expenses before restructuring,
non-cash and depreciation expenses 79.5% 212.1%
----- -----
LOSS FROM OPERATIONS BEFORE
RESTRUCTURING NON-CASH STOCK
AND DEPRECIATION EXPENSES (21.4)% (167.7)%
Non-cash stock expense 2.0% 3.7%
Depreciation and amortization 51.6% 240.0%
----- -----
Total non-cash stock
and depreciation expense 53.6% 243.7%
----- -----
LOSS FROM OPERATIONS (75.0)% (411.4)%
===== =====
Three Months Ended September 30, 2003 and 2002
Revenue for the three months ended September 30, 2003 decreased $562,000 or
74.3%, from 2002 revenues of $756,000 to $194,000 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 $353,000, or 80.4%, from gross margin of $439,000 in 2002
to $86,000 in 2003. As a percentage of revenue, gross profit decreased from
58.1% to 44.4%.
General and administrative expenses decreased $138,000 or 31.4%, from general
and administrative expenses of $439,000 in 2002 to $301,000 in 2003. As a
percentage of revenue, general and administrative expenses increased from 58.1%
in 2002 to 155.4% in 2003. The decreased spending was primarily due to decreased
overhead expenses related to lower revenues in 2003.
Sales and marketing expenses decreased by $73,000, or 49.7%, from $147,000 in
2002 to $74,000 in 2003. As a percentage of revenue, sales and marketing
expenses increased from 19.4% to 38.5% 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
September 30, 2003 the Company had non-cash stock expense of $7,000 all of which
was from these options. The allocation of non-cash stock expense to the same
functional classification as the employees' cash compensation is as follows:
September 30,
2003
----
Cost of revenue $ 1,400
Sales and marketing 700
General and administrative 4,900
-------
Total non-cash stock expense $ 7,000
=======
Depreciation and amortization increased $75,000 or 19.2% from $390,000 in 2002
to $465,000 in 2003. Depreciation and amortization increased due to the
amortization of prepaid expense that occurred during 2003.
As a result of the items discussed above and other income (expense) items in the
statements of operations, we recorded a net loss of $514,000 for the quarter
ended September 30, 2003 versus a net loss of $656,000 in 2002. Our basic and
diluted loss per share was $ .31 in 2003 versus basic and diluted loss per share
of $1.08 in 2002.
LIQUIDITY AND CAPITAL RESOURCES
From our inception through September 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 nine months ended September 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 net loss of approximately $2,387,000 for the nine months ended
September 30, 2003 and has working capital of $522,000 as of September 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 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 September 30, 2003, we had cash and cash equivalents of $817,000, and
working capital of $522,000. This compares with cash and cash equivalents of
$98,000 and working capital of $702,000 as of September 30, 2002.
Cash used by operating activities totaled $663,000 for the nine months ended
September 30, 2003 compared with $1.8 million for the nine months ended
September 30, 2002. The cash used in operating activities for the nine months
ended September 30, 2003 was primarily the result of our operating loss less
non-cash expenses for the period.
Cash provided by investing activities for the nine months ended September 30,
2003 was $109,000 compared with cash provided by investing activities of
$543,000 for nine months ended September 30, 2002. Cash provided by investing
activities for the nine months ended September 30, 2003 was provided by the sale
of equipment and marketable securities for $83,000 and $26,000 of cash acquired
through an acquisition. The cash provided by investing activities for the nine
months ended September 30, 2002 was primarily the result of the sale of
marketable securities.
Cash provided by financing activities was $1,242,000 during nine months ended
September 30, 2003 compared to cash used by financing activities of $1,150,000
for nine months ended September 30, 2002. The cash provided by financing
activities for the nine months ended September 30, 2003 was primarily the
proceeds from the sale of common stock and warrants, less payments on our notes
and leases payable. Cash used in financing activities in the nine months ended
September 30, 2002 was primarily for payments on notes payable.
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 $180 $167 $ 13 $ --
Term debt 70 70 -- --
Operating leases 390 142 248 --
---- ---- ---- ------
Total contractual cash obligations $640 $379 $261 $ --
==== ==== ==== ======
Item 3.
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 September 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 September 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.
Item 4. Controls and Procedures.
During August 2003, the Company terminated the employment of its former
Chief Financial and Accounting Officer and commenced a search for his
replacement. During October 2003 the Company hired an interim financial and
accounting officer who immediately commenced procedures to assist in closing the
books for the third quarter ended September 30, 2003 and preparing the Company's
financial statements for filing with our quarterly report on Form 10-Q with the
Securities and Exchange Commission. In the process of closing the books for the
third quarter and preparing our financial statements for the three and nine
months ended September 30, 2003, the interim accounting officer discovered some
facts which led her to conclude that certain accounting errors had been made
which impacted reported historical financial results for the interim periods
ended March 31 and June 30, 2003. The errors initially identified were related
to certain liabilities that were not properly recorded primarily due to the
timing of recording liabilities and the recognition of gain from restructuring
of certain of the liabilities involved, the overstatement of certain prepaid
assets, and the recording of certain revenues which the interim accounting
officer could not reconcile with the information available.
These issues were immediately discussed with our management who promptly
notified the Audit Committee and our independent auditors of the errors
identified and initiated a comprehensive review of the accounting records to
determine the extent and magnitude of the accounting errors. Subsequent review
identified the additional error of the failure to recognize contributed services
by officers who had waived salaries during certain periods. Once these errors
had been identified and corrected, our accounting staff generated the financial
statements for the third quarter ended September 30, 2003 and restated financial
statements for the periods ended March 31 and June 30, 2003 which are included
in financial statement footnote 2.
Following the discovery of these accounting errors, the Company initiated a
number of improvements in our disclosure controls and procedures as well as our
internal controls, including internal control over financial reporting. Most of
these improvements were designed to reduce the opportunity for human error that
we believe was the primary cause of each of the identified errors. Management
has implemented strict procedures to ensure that all transactions are properly
recorded and documented through our accounting system and has instituted the
following review processes. Our CEO will review all journal entries outside of
normal recurring entries on a monthly basis and the Audit Committee will review
them on a quarterly basis. All division managers and/or the CEO will review
major revenue and expense items on a monthly basis with the accounting staff.
Additionally, we are in the process of establishing requirements for periodic
additional training for the accounting staff. The Company's financial officer
will spearhead the implementation and continued monitoring of these new
procedures and controls.
After implementing these improvements to our disclosure controls and
procedures and internal controls, and under the supervision and with the
participation of the Company's management including John R. McKowen, our Chief
Executive Officer, and Chief Financial and Accounting Officer, the Company
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures as of the end of the period covered by this report and
as of the date of the filing of this report. The evaluation as of end of the
period covered by this report resulted in the conclusion as discussed above that
improvement in our controls and procedures were required. Upon completion of the
evaluation and implementation of the Company's newly adopted controls and
procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) subsequent
to September 30, 2003, Mr. McKowen concluded that the Company's disclosure
controls and procedures were effective as a result of implementing the revisions
discussed above.
The effectiveness of a system of disclosure controls and procedures is
subject to various inherent limitations, including cost limitations, judgments
used in decision making, assumptions about the likelihood of future events, a
soundness of internal controls and fraud. Due to such inherent limitations,
there can be no assurance that any system of disclosure controls and procedures
will be successful in preventing all errors or fraud, or in making all material
information known in a timely manner to the appropriate levels of management.
All of the changes in our internal control over financial reporting identified
above in connection with the evaluation described above were made subsequent to
the fiscal quarter covered by this report. There were no changes in our internal
control over financial reporting identified in connection with the evaluation
required by Exchange Act Rules 13a-15(d) and 15d-15(d) that occurred during the
fiscal quarter covered by this report that have materially affected or are
reasonably likely to materially affect our internal control over financial
reporting. However the Company was in the process of evaluating its internal
controls over financial reporting during and subsequent to the quarter to
address potential weaknesses in the design and effectiveness of its internal
control as a result of the issues described above. Accordingly, changes in our
internal control over our financial reporting were made subsequent to September
30, 2003, as described above, that have materially affected our internal control
over financial reporting.
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.
On October 10, 2003, our former Chief Financial Officer ("CFO") filed a Demand
For Arbitration against the Company relating to sums that the CFO claims are
owing to him from the Company as a result of his employment being terminated. He
seeks to recover $431,320.39, plus statutory penalties, attorneys' fees, costs
and pre-judgment interest. On the previous day, Navidec, Inc. filed a Complaint
For Declaratory Judgment naming the CFO as a defendant in the Arapahoe County,
Colorado District Court. The Complaint seeks declaratory judgment that the CFO's
claims against the Company are not subject to arbitration, that the CFO's claims
may not be brought under the Colorado Wage Claim Act and that the Company owes
nothing to the CFO. The matter is in the very early discovery stages and the
Company intends to defend any claims by the CFO vigorously in whatever forum
they are ultimately heard. It is too early to estimate what if any sums may be
due the CFO based on his claims against us.
Item 2. Changes in Securities and Use of Proceeds
On August 18, 2003 the Company received notice from NASDAQ SmallCap Market that
the Company was not in compliance in accordance with Marketplace Rule
4310(c)(13) which requires that the company have a minimum $2,500,000 in
stockholders' equity. As a result, Navidec began trading on OTC Bulletin Board
under the symbol NVDC at the open of business on Wednesday, August 20, 2003.
In October 2000, the Company issued shares of non-voting common stock to WFC
Holdings Corp. ("WFC") in exchange for convertible debt. These shares were
issued as non-voting because at the time, WFC held other Navidec, Inc. common
shares and these additional shares would have put them out of compliance with
certain banking regulations regarding the number of voting shares that they
could hold. In August, 2003 the non-voting restriction was removed as the total
number of the Company's shares WFC held was in compliance with the regulations.
On September 2, 2003, the Company began a private placement offering of up to
1,250,000 units at $1, each unit consisting of one common share, one "A" Warrant
and one "B" Warrant. The "A" Warrant is exercisable at $2.00 until August 31,
2005. The Company has the right to call the "A" warrant if the trading price of
Navidec common stock is above $2.00 for more than 10 consecutive trading days.
The "B" Warrant is exercisable at $4.00 and expires on August 31, 2005. The
Company has the right to call the warrant if the trading price of Navidec common
stock is above $4.00 for more than 10 consecutive trading days. As of September
30, 2003, the Company has sold a total of 212,000 units for gross proceeds of
$212,000.
On September 30, 2003, the Company completed its purchase of an 80% interest in
Northsight Mortgage Group, LLC in exchange for the issuance of up to 256,000
shares of the Company's no par value common stock, of which 213,233 are being
held in escrow as of September 30, 2003.
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
Exhibit
Number Description
------ -----------
10.1 Class A Warrant
10.2 Class B Warrant
31 Certification
32 Certification
(b) Form 8-K
On September 11, 2003, we filed a Report on Form 8-K with the
Securities and Exchange Commission disclosing, under Item 2., that the
Company entered into a Securities Exchange Agreement with Northsight
Mortgage Group, LLC ("Northsight") and its sole member that provided
for the transfer of 80% of the issued and outstanding membership units
of Northsight to the Company in exchange for the issuance of up to
213,333 shares of the Company's no par value common stock. The amount
of shares was adjusted in the final agreement to 256,000 based on the
closing price of the Company's common stock as of September 30, 2003,
the closing date of the transaction.
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
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John McKowen
CEO and Principal Accounting Officer
Date: December 11, 2003