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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to ______________
Commission File Number 0-28672
OPTIKA INC.
(Exact name of registrant as specified in its charter)
Delaware 95-4154552
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7450 Campus Drive, 2nd Floor 80920
Colorado Springs, CO (Zip Code)
(Address of principal executive offices)
(719) 548-9800
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
------- -------
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act). Yes No X
------ -------
8,904,974 shares of the Registrant's Common Stock, $.001 par value
per share, were outstanding as of August 12, 2003.
INDEX
PAGE
PART I - FINANCIAL INFORMATION
Item 1 - Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets as of June 30, 2003 and
December 31, 2002 (Unaudited) 1
Condensed Consolidated Statements of Operations for the three-
month and six-month periods ended June 30, 2003 and 2002
(Unaudited) 2
Condensed Consolidated Statements of Cash Flows for the six-
month periods ended June 30, 2003 and 2002 (Unaudited) 3
Notes to Condensed Consolidated Financial Statements (Unaudited) 4
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations 7
Item 3 - Quantitative and Qualitative Disclosures About Market Risk 14
Item 4 - Controls and Procedures 15
PART II - OTHER INFORMATION
Item 2 - Changes in Securities and Use of Proceeds 16
Item 4 - Submission of Matters to a Vote of Security Holders 16
Item 6 - Exhibits and Reports on Form 8-K 16
Signatures 17
OPTIKA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
June 30, December 31,
2003 2002
------------- ------------
(unaudited)
Assets
Current assets:
Cash and cash equivalents............................... $ 2,225 $ 2,458
Restricted cash......................................... 100 --
Short-term investments.................................. 5,152 5,950
Accounts receivable, net of allowance for doubtful
accounts of $81 at June 30, 2003 and $107 at
December 31, 2002...................................... 4,133 3,796
Other current assets.................................... 473 557
------------- ------------
Total current assets.............................. 12,083 12,761
------------- ------------
Property and equipment, net................................ 753 895
Intangible assets, net..................................... 635 --
Goodwill................................................... 1,156 --
Other assets............................................... 158 233
------------- ------------
$ 14,785 $ 13,889
============= ============
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable........................................ $ 511 $ 379
Accrued expenses........................................ 1,070 523
Accrued compensation expense............................ 446 853
Deferred revenue........................................ 5,885 5,146
------------- ------------
Total current liabilities........................ 7,912 6,901
------------- ------------
Stockholders' equity:
Common stock; $.001 par value; 25,000,000 shares
authorized; 8,869,024 and 8,326,486 shares issued and
outstanding at June 30, 2003 and December 31, 2002,
respectively........................................... 9 8
Preferred stock; Series A-1 convertible, $.001 par
value; 731,851 shares authorized, issued and
outstanding at June 30, 2003 and December 31, 2002..... 5,199 5,199
Additional paid-in capital.............................. 29,892 29,162
Accumulated deficit..................................... (28,227) (27,381)
------------- ------------
Total stockholders' equity...................... 6,873 6,988
------------- ------------
$ 14,785 $ 13,889
============= ============
The accompanying notes are an integral part of these condensed consolidated financial statements.
OPTIKA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share amounts)
Three Months Ended June 30, Six Months Ended June 30,
--------------------------- -------------------------
2003 2002 2003 2002
---- ---- ---- ----
Revenues:
Licenses.................................. $ 1,530 $ 1,319 $ 2,761 $ 2,313
Maintenance and other..................... 3,123 3,156 6,238 6,036
------- ------- ------- -------
Total revenues......................... 4,653 4,475 8,999 8,349
------- ------- ------- -------
Cost of revenues:
Licenses.................................. 172 126 352 218
Maintenance and other..................... 890 960 1,815 1,819
------- ------- ------- -------
Total cost of revenues................. 1,062 1,086 2,167 2,037
------- ------- ------- -------
Gross profit................................. 3,591 3,389 6,832 6,312
------- ------- ------- -------
Operating expenses:
Sales and marketing....................... 2,335 1,831 4,562 3,649
Research and development.................. 1,161 1,285 2,352 2,574
General and administrative................ 415 390 814 766
------- ------- ------- -------
Total operating expenses............... 3,911 3,506 7,728 6,989
------- ------- ------- -------
Loss from operations......................... (320) (117) (896) (677)
Other income, net............................ 32 43 50 77
------- ------- ------- -------
Loss before income taxes..................... (288) (74) (846) (600)
Income taxes................................. - (3) - (3)
------- ------- ------- -------
Net loss..................................... $ (288) $ (71) $ (846) $ (597)
======= ======= ======= =======
Basic and diluted net loss per common shares. $ (0.03) $ (0.01) $ (0.10) $ (0.07)
======= ======= ======= =======
Basic and diluted weighted average number of
common shares outstanding................... 8,535 8,281 8,443 8,263
======= ======= ======= =======
The accompanying notes are an integral part of these condensed consolidated financial statements.
OPTIKA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
Six Months Ended June 30,
----------------------------
2003 2002
---- ----
Cash Flows From Operating Activities:
Net loss................................................... $ (846) $ (597)
Adjustments to reconcile net loss to net cash used by
operating activities:
Depreciation and amortization........................... 252 364
Gain on disposal of fixed assets........................ - (4)
Changes in assets and liabilities, net of effects of the
acquisition:
Accounts receivable, net............................. (60) 267
Other assets......................................... 174 145
Accounts payable..................................... (5) 43
Accrued expenses..................................... 127 (787)
Deferred revenue..................................... 440 470
-------------- --------------
Net cash provided (used) by operating activities.... 82 (99)
-------------- --------------
Cash Flows From Investing Activities:
Capital expenditures....................................... (86) (74)
Proceeds from sales of equipment........................... - 9
Cash paid for acquisition of Select Technologies, Inc., net
of cash acquired........................................... (745) --
Sale (purchase) of short-term investments.................. 798 (2)
-------------- --------------
Net cash used by investing activities............... (33) (67)
-------------- --------------
Cash Flows From Financing Activities:
Proceeds from issuance of common stock..................... 41 78
Payment of short-term debt assumed in acquisition.......... (323) --
-------------- --------------
Net cash provided (used) by financing activities.... (282) 78
-------------- --------------
Net decrease in cash and cash equivalents.................. (233) (88)
Cash and cash equivalents at beginning of period........... 2,458 1,746
-------------- --------------
Cash and cash equivalents at end of period................. $ 2,225 $ 1,658
============== ==============
Supplemental Schedule of Noncash Financing Activities:
Issuance of unregistered common stock in Select
Technologies, Inc. acquisition............................. $ 690 $ --
The accompanying notes are an integral part of these condensed consolidated financial statements.
OPTIKA INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentations
The unaudited condensed consolidated financial statements included herein
reflect all adjustments, consisting only of normal recurring adjustments, which
in the opinion of management are necessary to fairly present our consolidated
financial position, results of operations, and cash flows for the periods
presented. Certain information and footnote disclosures normally included in
audited financial information prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to the Securities
and Exchange Commission's (SEC's) rules and regulations. The consolidated
results of operations for the periods ended June 30, 2003 are not necessarily
indicative of the results to be expected for any subsequent quarter or for the
entire fiscal year ending December 31, 2003. These condensed consolidated
financial statements should be read in conjunction with the consolidated
financial statements and notes thereto for the year ended December 31, 2002,
included in the Annual Report on Form 10-K of Optika Inc. (the "Company").
2. Net Loss Per Common Share and Stock Based Compensation
Net Loss Per Common Share
Basic loss per share is computed by dividing net loss by the weighted
average number of common shares outstanding during the period. Diluted earnings
per share is computed using the weighted average number of common shares
outstanding plus all dilutive potential common shares outstanding. During the
first six months of 2003, 271,500 options to purchase our common stock were
granted. During the first six months of 2002, 178,000 options to purchase our
common stock were granted.
The following is the reconciliation of the numerators and denominators of
the basic and diluted net loss per share computations (in thousands except per
share data):
Three Months Ended Six Months Ended
June 30, June 30,
2003 2002 2003 2002
---- ---- ---- ----
Basic Earnings Per Share:
Net loss applicable to common shareholders $ (288) $ (71) $ (846) $ (597)
Basic weighted average common shares
outstanding.............................. 8,535 8,281 8,443 8,263
Basic net loss per common share........... $(0.03) $(0.01) $(0.10) $(0.07)
Effect of Dilutive Securities:
Options................................... $ -- $ -- $ -- $ --
Diluted weighted average common shares
outstanding.............................. 8,535 8,281 8,443 8,263
Diluted net loss per common share......... $(0.03) $(0.01) $(0.10) $(0.07)
In 2003 and 2002, 3.3 million and 2.9 million options, respectively, were
excluded from the dilutive stock calculation because of their antidilutive
effect on net loss per share.
Stock Based Compensation
We apply the intrinsic value-based method of accounting prescribed by
Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued
to Employees," and related interpretations including FASB Interpretation No. 44,
"Accounting for Certain Transactions involving Stock Compensation, an
interpretation of APB Opinion No. 25", to account for our fixed plan stock
options. Under this method, compensation expense is recorded on the date of
grant only if the current market price of the underlying stock exceeds the
exercise price. SFAS No. 123, "Accounting for Stock-Based Compensation,"
establishes accounting and disclosure requirements using a fair value-based
method of accounting for stock-based employee compensation plans, as amended by
SFAS No. 148, "Accounting for Stock Based Compensation - Transition and
Disclosure - an Amendment to SFAS 123." As allowed by SFAS No. 123, we have
elected to continue to apply the intrinsic value-based method of accounting
described above, and have adopted the disclosure requirements of SFAS No. 123,
as amended by SFAS No. 148. Had compensation cost for our stock-based
compensation plans been determined based on the fair value at the grant dates
for awards under those plans consistent with the method of SFAS No. 123, our
pro-forma net loss and pro-forma net loss per share would have been as follows:
(In thousands, except per share data)
Three Months Ended Six Months Ended
June 30, June 30,
2003 2002 2003 2002
---- ---- ---- ----
Net loss:
As reported............................... $ (288) $ (71) $ (846) $ (597)
SFAS No. 123 Pro-forma.................... (549) (427) (1,379) (1,333)
Basic and Diluted net loss per share:
As reported............................... $(0.03) $(0.01) $(0.10) $(0.07)
SFAS No. 123 Pro-forma (0.06) (0.05) (0.16) (0.16)
3. Goodwill and Intangible Assets
On May 29, 2003 we acquired Select Technologies, Inc., a developer of
records management solutions headquartered in Boise, Idaho. This acquisition
strengthens our ability to provide solutions that allow customers to be in
compliance with the record retention, control and disposition requirements made
by recent regulatory initiatives. Operations of the acquired Select
Technologies, Inc. business, as well as assets and liabilities of the acquired
business, are included in the unaudited condensed consolidated financial
statements from the date of acquisition. The impact on operations was
insignificant from the acquisition date to June 30, 2003. In future quarters, we
would expect quarterly expenses to increase by approximately $250,000 per
quarter. Under the terms of the agreement we paid approximately $1.415 million
for the privately held company, consisting of 500,000 shares of our common stock
valued at $1.38 per share, which was the average closing price of the three days
prior to the closing date, and $725,000 cash. Additionally, the sellers have the
ability to earn up to an additional $600,000 over the next three years based on
attainment of certain revenue targets from the Acorde Records Manager product.
In accordance with SFAS No. 141, "Business Combinations," the acquisition was
accounted for using the purchase method of accounting. Based on the purchase
price of approximately $1.415 million, plus direct acquisition costs of
approximately $85,000 and the assumption of approximately $299,000 in net
liabilities, the purchase price was allocated as follows (in thousands):
Goodwill $ 1,156
Customer Relationships 283
Intellectual Property 300
Non-Compete Agreements 60
Net Liabilities Assumed (299)
----------
$ 1,500
The amount assigned to Intellectual Property and Non-Compete Agreements will
be amortized over five years. The amount assigned to Customer Relationships will
be amortized over ten years. Goodwill will be evaluated annually for impairment
in accordance with SFAS No. 142, "Goodwill and Intangible Assets". Amortization
expense for intangible assets was $8,000 for the six months ended June 30, 2003.
Estimated amortization expense for the remainder of 2003 and the five succeeding
fiscal years is as follows (in thousands):
Estimated
Amortization
Expense
-------
2003 (remainder) $50
2004 100
2005 100
2006 100
2007 100
2008 58
4. Contingencies
We are, from time to time, subject to certain claims, assertions or
litigation by outside parties as part of our ongoing business operations. The
outcome of any such contingencies are not expected to have a material adverse
effect upon our business, results of operations and financial condition. We are
currently not a party to any material legal proceedings.
5. New Accounting Pronouncements
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock Based
Compensation--Transition and Disclosure--as Amendment to FAS 123." SFAS No. 148
provides two additional transition methods for entities that adopt the
preferable method of accounting for stock based compensation. Further, the
statement requires disclosure of comparable information for all companies
regardless of whether, when or how an entity adopts the preferable, fair value
based method of accounting. As we continued to disclose the fair value of stock
option compensation only, SFAS No. 148 did not have any impact on our financial
position or results of operations.
In May 2003, the FASB issued SFAS No. 150 "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity and is
effective for financial instruments entered into or modified after May 31, 2003.
We do not expect the adoption of this standard to have a material impact on our
results of operations or financial position.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This management's discussion and analysis of financial condition and results
of operations includes a number of forward-looking statements which reflect our
current views with respect to future events and financial performance. These
forward-looking statements are subject to risks and uncertainties, including
those discussed below under the caption "Business Risks", that could cause
actual results to differ materially from historical results or those
anticipated.
Overview
Optika(R) Inc. is a leading enterprise content management (ECM) provider of
imaging, workflow, collaboration and records management software. Optika's
Acorde family of ECM software solutions, including Acorde Context(TM), Acorde
Process(TM), Acorde Resolve(TM), Acorde Application Link and Acorde Records
Manager(TM), allows companies to manage complex business processes and
transactions efficiently and effectively leverage their enterprise resource
planning (ERP) and line-of-business (LOB) systems. Acorde provides the ability
to access and store multiple formats of business content, both digital and
non-digital; automate processes across the organization and externally with
partners and customers; and enable online collaboration around these
paper-intensive or complex processes in real and near time. Built on a
three-tier, scalable and extensible platform, Acorde delivers a variety of
client desktops, including Windows and Web and easily integrates with
third-party applications such as ERP systems. The Acorde product family allows
organizations to improve processing efficiency, reduce operating costs and
increase customer and partner service and satisfaction, resulting in significant
return on investment.
The license of our software products is typically an executive-level
decision by prospective end-users and generally requires our sales staff and/or
our Advantage Partners (APs) to engage in a lengthy and complex sales cycle
(typically between six and twelve months from the initial contact date). We
distribute our products through a direct sales force and a network of APs. For
2002, approximately 48% of our license revenues were derived from our APs and
the remaining license fees were derived from direct sales. However, no
individual customer accounted for more than 10% of our total revenues. For the
years ended December 31, 2002, 2001 and 2000, we generated approximately 9%, 12%
and 15%, respectively, of our total revenues from international sales. Our
revenues consist primarily of license revenues, which are comprised of one-time
fees for the license of our products, service revenues, and maintenance
revenues, which are comprised of fees for upgrades and technical support. Our
APs, which are responsible for the installation and integration of the software
for their customers, enter into sales agreements with the end-user, and license
software directly from us. We license software directly to the end-user through
software license agreements. Annual maintenance agreements are also entered into
between the APs and the end-user, and the APs then purchase maintenance services
directly from us. For 2002 and 2001, approximately 32% and 38%, respectively, of
our total revenues were derived from software licenses and approximately 43% of
our total revenues were derived from maintenance agreements. For 2002 and 2001,
other revenues, which are comprised of training, consulting and implementation
services, and third-party hardware and software products, accounted for 25% and
19%, respectively, of our total revenues.
Critical Accounting Policies
Our significant accounting policies are described in Note 1 in the Notes to
Consolidated Financial Statements included in our Annual Report on Form 10-K for
the year ended December 31, 2002. The accounting policies used in preparing our
interim consolidated financial statements for the three and six months ended
June 30, 2003 are the same as those described in our Annual Report on Form 10-K.
Our critical accounting policies are those having the most impact to the
reporting of our financial condition and results and those requiring significant
judgments and estimates. These policies include those related to (1) revenue
recognition, (2) accounting for income taxes and (3) accounting for preferred
stock. Our critical accounting policies are described in more detail in the
section entitled "Management's Discussion and Analysis of Financial Condition
and Results of Operations" in our Annual Report on Form 10-K for the year ended
December 31, 2002. With respect to these critical accounting policies, our
management believes that the application of judgments and assessments is
consistently applied and produces financial information which fairly depicts the
results of operations for all periods presented.
Results of Operations
Revenues
Total revenues increased 8% to $9.0 million for the six months ended June
30, 2003, from $8.3 million, for the six months ended June 30, 2002. Total
revenues increased 4% to $4.7 million for the quarter ended June 30, 2003 from
$4.5 million for the quarter ended June 30, 2002.
Licenses. License revenues increased 19% to $2.8 million during the six
months ended June 30, 2003, from $2.3 million for the six months ended June 30,
2002, and increased 16% to $1.5 million during the quarter ended June 30, 2003
from $1.3 million for the quarter ended June 30, 2002. License revenues
represented 31% and 28% of the total revenues for the six months ended June 30,
2003 and 2002, respectively, and represented 33% and 30% of the total revenues
for the quarter ended June 30, 2003 and 2002, respectively. The increase in
license revenues during the first six months of 2003 is primarily due to
increases in sales made within North America by our AP and direct networks over
the first six months of 2002. License revenues generated outside of the United
States accounted for approximately 11% of our revenues for the six months ended
June 30, 2003, compared to 9% for the same period in 2002, and 9% and 8% for the
quarters ended June 30, 2003 and 2002, respectively.
Maintenance and Other. Maintenance revenues, exclusive of other revenue,
increased 23% to $4.5 million during the six months ended June 30, 2003, from
$3.7 million for the six months ended June 30, 2002 and increased 25% to $2.3
million during the quarter ended June 30, 2003, from $1.9 million for the
quarter ended June 30, 2002. Maintenance revenues represented 50% and 44% of the
total revenues for the six months ended June 30, 2003 and 2002, respectively,
and 50% and 42% of the total revenues for the quarters ended June 30, 2003 and
2002, respectively. This increase was primarily a result of increased pricing
for value-added services provided to our customer base and the addition of new
customers. Other revenue, consisting primarily of consulting services, training
and consulting fees, decreased 27% to $1.7 million during the six months ended
June 30, 2003, from $2.3 million for the six months ended June 30, 2002 and
decreased 39% to $779,000 during the quarter ended June 30, 2003, from $1.3
million for the quarter ended June 30, 2002. Other revenue represented 19% and
28% of total revenues for the six months ended June 30, 2003 and 2002,
respectively, and 17% and 28% of total revenues for the quarters ended June 30,
2003 and 2002, respectively. The decrease in other revenue as a percentage of
total revenue for the first six months of 2003 was primarily due to decreased
service contracts to our direct customer base.
Cost of Revenues
Licenses. Costs of licenses consist primarily of royalty payments to
third-party vendors and costs of product media, duplication, packaging and
fulfillment. Cost of licenses increased in absolute dollars to $352,000, or 13%
of license revenues for the six months ended June 30, 2003, from $218,000 or 9%
of license revenues, for the six months ended June 30, 2002 and increased to
$172,000 or 11% of license revenues for the quarter ended June 30, 2003 from
$126,000 or 10% of license revenues for the quarter ended June 30, 2002. The
increase in absolute dollar cost of licenses was attributable to an increased
percentage of third-party licensed products within our license revenue.
Maintenance and Other. Costs of maintenance and other consist of the direct
and indirect costs of providing software maintenance and support, training and
consulting services to our APs, OEMs and end-users. Cost of maintenance and
other remained flat in absolute dollars at $1.8 million or 29% of maintenance
and other revenues for the six months ended June 30, 2003 and $1.8 million or
30% of maintenance and other revenues for the six months ended June 30, 2002.
Cost of maintenance and other increased in absolute dollars to $890,000 or 29%
of maintenance and other revenues for the quarter ended June 30, 2003 from
$960,000 or 30% of maintenance and other revenues for the quarter ended June 30,
2002. The absolute dollar decrease in cost of maintenance and other is primarily
a result of decreased service revenue related costs for the three months end
June 30, 2003.
Operating Expenses
Sales and Marketing. Sales and marketing expenses consist primarily of
salaries, commissions and other related expenses for sales and marketing
personnel, marketing, advertising and promotional expenses. Sales and marketing
expenses increased to $4.6 million, or 51% of total revenues, for the six months
ended June 30, 2003 from $3.6 million, or 44% of total revenues, for the six
months ended June 30, 2002. Sales and marketing expenses increased to $2.3
million, or 50% of total revenues, for the quarter ended June 30, 2003 from $1.8
million, or 41% of total revenues, for the quarter ended June 30, 2002. The
increase in sales and marketing expenses is due our continued investment in our
North American sales channels. We anticipate that sales and marketing expenses
will continue be slightly higher in future periods as we grow our sales efforts
and integrate the operations of Select Technologies, Inc. into our organization.
Research and Development. Research and development expenses consist
primarily of salaries and other related expenses for research and development
personnel, contractors, as well as the cost of facilities and equipment.
Research and development expenses decreased to $2.4 million, or 26% of total
revenues, for the six months ended June 30, 2003 from $2.6 million, or 31% of
total revenues, for the six months ended June 30, 2002. Research and development
expenses decreased to $1.2 million, or 25% of total revenues, for the quarter
ended June 30, 2003 from $1.3 million, or 29% of total revenues, for the quarter
ended June 30, 2002. The decrease in research and development is primarily the
result of our planned efficiencies in our development organization. We
anticipate that research and development expenses will slightly increase in
future quarters with the addition of resources from the Select Technologies,
Inc. acquisition.
General and Administrative. General and administrative expenses consist
primarily of salaries and other related expenses of administrative, executive
and financial personnel, and outside professional fees. General and
administrative expenses increased to $814,000 million or 9% of total revenues
for the six months ended June 30, 2003 from $766,000 or 9% of total revenues for
the six months ended June 30, 2002. General and administrative expenses
increased to $415,000 or 9% of total revenues, for the quarter ended June 30,
2003 from $390,000 or 9% of total revenues, for the quarter ended June 30, 2002.
The slight absolute dollar increase in general and administrative expenses is
primarily due to overall increased insurance costs for the six months ended June
30, 2003 over the six months ended June 30, 2002. We anticipate that general and
administrative expenses will continue at approximately this level throughout the
year.
Other Income, net. Other income, net consists primarily of interest earned
on our investing activities. Other income, net was $50,000 during the six months
ended June 30, 2003 compared to other income, net of $77,000 during the six
months ended June 30, 2002. Other income, net was $32,000 during the quarter
ended June 30, 2003 compared to other income, net of $43,000 during the quarter
ended June 30, 2002, primarily as a result of the decrease in interest income
from a lower investment base and overall lower earned interest rate.
Benefit from Income Taxes. We have recorded a valuation allowance against
our carryforward tax benefits to the extent that we believe that it is more
likely than not all of such benefits will not be realized in the near term. We
perform our assessment of benefit realization and the associated valuation
allowance on a quarterly basis. Our assessment of this valuation allowance was
made using all available evidence, both positive and negative. In particular we
considered both our historical results and our projections of profitability for
only reasonably foreseeable future periods. Our realization of the recorded net
deferred tax assets is dependent on future taxable income and therefore, we
cannot be assured that such benefits will be realized. Based on management's
current projections, we will continue to evaluate releasing a portion of the
valuation allowance if planned operating results are achieved.
Liquidity and Capital Resources
Cash and cash equivalents and short-term investments at June 30, 2003 were
$7.4 million, decreasing by $1.1 million from December 31, 2002. The decrease in
cash and cash equivalents is primarily due to the cash used in the acquisition
of Select Technologies, Inc. and our net loss.
For the six months ended June 30, 2003, net cash provided by operating
activities was $82,000 compared to net cash used by operating activities of
$99,000 for the six months ended June 30, 2002. Cash provided by operating
activities for the six months ended June 30, 2003 is primarily due to the
increase in our deferred revenues during the period.
Cash used in investing activities was $33,000 for the six months ended June
30, 2003 compared to cash used by investing activities of $67,000 for the six
months ended June 30, 2002. The cash used by investing activities is primarily
due to the sale of marketable securities during the first half of 2003 offset by
the cash paid for the acquisition of Select Technologies, Inc.
Cash used in financing activities was $282,000 for the six months ended June
30, 2003. Cash provided by financing activities was $78,000 for the six months
ended June 30, 2002. Cash used in financing activities in 2003 resulted
primarily from payment of short-term debt assumed in the acquisition of Select
Technologies, Inc. net of $41,000 from common stock issuances.
At June 30, 2003, our principal sources of liquidity included cash and
short-term investments of $7.4 million. In addition, we have a secured credit
facility for up to $3.0 million, bearing interest at the bank's prime rate. As
of June 30, 2003, we had $2.8 million available for borrowing and no debt
outstanding.
We believe that our current cash and short-term investments, together with
anticipated cash flows from operations and our bank credit facility, will be
sufficient to meet working capital and capital expenditure requirements for at
least the next 12 months. Thereafter, we may require additional funds to support
such activity through public or private equity financing or from other sources.
Additional financing may not be available at all, or if available, such
financing may not be obtainable on terms favorable to us and may be dilutive.
Business Risks
In evaluating our business, you should carefully consider the business risks
discussed in this section.
Operating Result Fluctuations. Our sales and other operating results have
varied significantly in the past and may vary significantly in the future as a
result of potential factors such as:
o The size and timing of significant orders and their fulfillment
o Rate of rollout, demand and customer adoption of our product offerings
o Ability of third party products embedded or to be embedded in our products
and our ability to negotiate license agreements with such third parties on
favorable terms
o Changes in pricing policies by us or our competitors
o The number, timing and significance of product enhancements and new
product announcements by us and our competitors
o Changes in the level of our operating expenses
o Warranty and customer support expenses
o Changes in our end-users' financial condition and budgetary processes
o Changes in our sales, marketing and distribution channels
o Product life cycles
o Software bugs and other product quality problems
o The cancellation of licenses during the warranty period or nonrenewal
of maintenance agreements
o Customization and integration problems with the end-user's legacy system
o Changes in our business strategy
o Changes in accounting pronouncements
o The level of international expansion and foreign currency exchange rates
o Seasonal trends
A significant portion of our revenues have been, and we believe will
continue to be, derived from a limited number of orders, and the timing of such
orders and their fulfillment have caused, and are expected to continue to cause,
material fluctuations in our operating results. Revenues are also difficult to
forecast because the markets for our products are rapidly evolving, and our
sales cycle and the sales cycle of our APs is lengthy and varies substantially
from end-user to end-user. To achieve our quarterly revenue objectives, we
depend upon obtaining orders in any given quarter for shipment in that quarter.
Product orders are typically shipped shortly after receipt. Consequently, order
backlog at the beginning of any quarter has in the past represented only a small
portion of that quarter's revenues. Furthermore, we have often recognized most
of our revenues in the last month, or even in the last weeks or days, of a
quarter. Accordingly, a delay in shipment near the end of a particular quarter
may cause revenues in a particular quarter to fall significantly below our
expectations and may materially adversely affect our operating results for such
quarter. Conversely, to the extent that significant revenues occur earlier than
expected, operating results for subsequent quarters may fail to keep pace with
results of previous quarters or even decline. We also have recorded generally
lower sales in the first quarter than in the immediately preceding fourth
quarter, as a result of, among other factors, end-users' purchasing and
budgeting practices and our sales commission practices. To the extent that
future international operations constitute a higher percentage of total
revenues, we anticipate that we may also experience relatively weaker demand in
the third quarter as a result of reduced sales in Europe during the summer
months. Significant portions of our expenses are relatively fixed in the short
term. Accordingly, if revenue levels fall below expectations, operating results
are likely to be disproportionately and adversely affected. As a result of these
and other factors, we believe that our quarterly operating results will vary in
the future, and that period-to-period comparisons of our results of operations
are not necessarily meaningful and should not be relied upon as indications of
future performance. Furthermore, due to all of the foregoing factors, it is
likely that in some future quarter our operating results will be below the
expectations of public market analysts and investors. In such event, the price
of our common stock would likely decline and such decline could be significant.
Product Offerings. The Optika Acorde family of products account for
substantially all of our current license revenue. Our future financial
performance will depend in general on the acceptance of our product offerings,
and in particular on the successful development, introduction and customer
acceptance of new and enhanced versions of our products.
Capital Requirements. We believe that our existing cash balances and liquid
resources will be sufficient to fund our operating activities, capital
expenditures and other obligations through at least the next twelve months.
Recently capital market conditions have materially and adversely affected the
ability of many technology companies to raise additional capital in both private
and public markets. If market conditions do not improve and we are not
successful in generating sufficient cash flow from operations or in raising
additional capital when required in sufficient amounts and on terms acceptable
to us, we may be required to reduce our planned expenditures and scale back the
scope of our business plan.
Key Employees. Most of our senior management team has joined us within the
last five years. These individuals may not be able to achieve and manage growth,
if any, or build an infrastructure necessary for us to operate. Our ability to
compete effectively and to manage any future growth will require that we
continue to assimilate new personnel and to train and manage our work force. Our
future performance depends to a significant degree upon the continuing
contributions of our key management, sales, marketing, customer support, and
product development personnel. We have at times experienced, and continue to
experience, difficulty in recruiting qualified personnel, particularly in sales,
software development and customer support. We believe that there may be only a
limited number of persons with the requisite skills to serve in those positions,
and that it may become increasingly difficult to hire such persons. Competitors
and others have in the past, and may in the future, attempt to recruit our
employees. We have from time to time experienced turnover of key management,
sales and technical personnel. The loss of key management, sales or technical
personnel, or the failure to attract and retain key personnel, could harm our
business.
Sales and Distribution Channels. Our future results of operations will
depend on the success of our marketing and distribution strategy, which relies,
to a significant degree, upon APs to sell and install our software, and provide
post-sales support. These relationships are usually established through formal
agreements that generally do not grant exclusivity, do not prevent the
distributor from carrying competing product lines and do not require the
distributor to purchase any minimum dollar amount of our software. Some APs may
not continue to represent Optika or sell our products. Other APs, some of which
have significantly greater financial, marketing and other resources than we
have, may develop or market software products that compete with our products or
may otherwise discontinue their relationship with, or support of, us. Some of
our APs are small companies that have limited financial and other resources that
could impair their ability to pay us. Selling through indirect channels may
hinder our ability to forecast sales accurately, evaluate customer satisfaction
or recognize emerging customer requirements. Our future results of operations
also depend on the success of our efforts to build a direct sales force.
Product Updates and Releases. The markets for our products are characterized
by rapid technological change, changes in customer requirements, frequent new
product introductions and enhancements, and emerging industry standards. Our
future performance will depend in significant part upon our ability to respond
effectively to these developments. The introduction of products embodying new
technologies and the emergence of new industry standards can render existing
products obsolete, unmarketable or noncompetitive. We are unable to predict the
future impact of such technology changes on our products. Moreover, the life
cycles of our products are difficult to estimate. Our future performance will
depend in significant part upon our ability to enhance current products, and to
develop and introduce new products and enhancements that respond to evolving
customer requirements. The inability, for technological or other reasons, to
develop and introduce new products or enhancements in a timely manner in
response to changing customer requirements, technological change or emerging
industry standards, or maintain compatibility with heterogeneous computing
environments, would have a material adverse effect on our business and results
of operations.
Third Party Software. We license software from third parties, which is
incorporated into our products. These licenses expire from time to time. These
third-party software licenses may not continue to be available to us on
commercially reasonable terms. The loss of, or inability to maintain, any such
software licenses could result in shipment delays or reductions until equivalent
software could be developed, identified, licensed and integrated, which in turn
could materially and adversely affect our business and financial condition. In
addition, we generally do not have access to source code for the software
supplied by these third parties. Certain of these third parties are small
companies that do not have extensive financial and technical resources. If any
of these relationships were terminated or if any of these third parties were to
cease doing business, we may be forced to expend significant time and
development resources to replace the licensed software.
Sales Cycle. The license of our software products is typically an
executive-level decision by prospective end-users, and generally requires our
APs and us to engage in a lengthy and complex sales cycle (typically between six
and twelve months from the initial contact date). In addition, the
implementation by customers of our products may involve a significant commitment
of resources by such customers over an extended period of time. For these and
other reasons, the sales and customer implementation cycles are subject to a
number of significant delays over which we have little or no control. Our future
performance also depends upon the capital expenditure budgets of our customers
and the demand by such customers for our products. Certain industries to which
we sell our products, such as the financial services industry, are highly
cyclical. Our operations may in the future be subject to substantial
period-to-period fluctuations as a consequence of such industry patterns,
domestic and foreign economic and other conditions, and other factors affecting
capital spending. Such factors may have a material adverse effect on our
business and results of operations.
Competition. The market for our product offerings is intensely competitive
and can be significantly affected by new product introductions and other market
activities of industry participants. We anticipate that the collaborative
commerce market will also be highly competitive and subject to competitive
forces that do not currently exist. Our competitors offer a variety of products
and services to address the document management market and the emerging market
for e-business solutions. Because our products are designed to operate in
non-proprietary computing environments and because of low barriers to entry in
the marketplace, we expect additional competition from established and emerging
companies, as the market for our products continues to evolve. Current and
potential competitors have established or may establish cooperative
relationships among themselves or with third parties, to increase the ability of
their products to address the needs of our prospective customers. In addition,
several competitors have recently made, or attempted to make, acquisitions to
enter the market or increase their market presence. Accordingly, new competitors
or alliances among competitors may emerge and rapidly acquire significant market
share. Increased competition may result in price reductions, reduced gross
margins and loss of market share.
Many of our current and potential competitors are substantially larger than
we are, have significantly greater financial, technical and marketing resources
and have established more extensive channels of distribution. As a result, such
competitors may be able to respond more rapidly to new or emerging technologies
and changes in customer requirements, or to devote greater resources to the
development, promotion and sale of their products than we can. We expect our
competitors to continue to improve the performance of their current products and
to introduce new products or new technologies that provide added functionality
and other features. Our failure to keep pace with our competitors through new
product introductions or enhancements could cause a significant decline in our
sales or loss of market acceptance of our products and services, result in
continued intense price competition, or make our products and services or
technologies obsolete or noncompetitive. To be competitive, we will be required
to continue to invest significant resources in research and development, and in
sales and marketing.
Intellectual Property. Our performance depends in part on our ability to
protect our proprietary rights to the technologies used in our principal
products. We rely on a combination of copyright and trademark laws, trade
secrets, confidentiality provisions and other contractual provisions to protect
our proprietary rights, which are measures that afford only limited protection.
Despite our efforts to protect our proprietary rights, unauthorized parties may
attempt to copy aspects of our products, or to obtain and use information that
we regard as proprietary. In addition, the laws of some foreign countries do not
protect our proprietary rights as fully as do the laws of the United States. Our
means of protecting our proprietary rights in the United States or abroad may
not be adequate, and competitors may independently develop similar technologies.
Third parties may claim infringement by our products of their intellectual
property rights. We expect that software product developers will increasingly be
subject to infringement claims if the number of products and competitors in our
industry segment grows and the functionality of products in different industry
segments overlaps. Any such claims, with or without merit, and regardless of the
outcome of any litigation, will be time consuming to defend, result in costly
litigation, divert management's attention and resources, cause product shipment
delays, or require us to enter into royalty or licensing agreements. Such
royalty or licensing agreements, if required, may not be available on terms
acceptable to us, if at all. A successful claim of infringement against our
products and failure or inability to license the infringed or similar technology
may adversely affect our business and results of operations.
International Operations. Sales outside the United States accounted for
approximately 9%, 12% and 15% of our revenues in 2002, 2001 and 2000,
respectively. We have only limited experience in developing localized versions
of our products and we may not be able to successfully localize, market, sell
and deliver our products internationally. Our inability to successfully expand
our international operations in a timely manner, or at all, could materially and
adversely affect our business and results of operations. Our international
revenues may be denominated in foreign currencies or the U.S. dollar. We do not
currently engage in foreign currency hedging transactions; as a result, a
decrease in the value of foreign currencies relative to the U.S. dollar could
result in losses from transactions denominated in foreign currencies and could
make our software less price-competitive.
Product Liability. Our license agreements typically contain provisions
designed to limit our exposure to potential product liability claims. These
limitations of liability provisions may not be effective under the laws of
certain jurisdictions. The sale and support of our products may entail the risk
of such claims, and we could be subject to such claims in the future. A
successful product liability claim against us could have a material adverse
effect upon our business and results of operations. Software products such as
those we offer frequently contain errors or failures, especially when first
introduced or when new versions are released. We have in the past released
products that contained defects, and have discovered software errors in certain
of our new products and enhancements after introduction. We could in the future
lose or delay recognition of revenues as a result of software errors or defects,
the failure of our products to meet customer specifications or otherwise. Our
products are typically intended for use in applications that may be critical to
a customer's business. As a result, we expect that our customers and potential
customers have a greater sensitivity to product defects than the market for
general software products. Despite our testing and testing by current and
potential customers, errors or defects may be found in new products or releases
after commencement of commercial shipments, and our products may not meet
customer specifications, resulting in loss or deferral of revenues, diversion of
resources, damage to our reputation, or increased service and warranty and other
costs.
Acquisitions. We have, and we may in the future, acquire businesses,
products or technologies that we believe compliment or expand our existing
business. In May 2003, we acquired Select Technologies, Inc, a records
management software company based in Boise, ID. Our ability to achieve favorable
results in 2003 and beyond will be dependent in part upon our ability to
continue to successfully integrate the people, products and business lines of
our acquisitions. In addition, we will need to work with our acquired companies'
customers and business partners, as well as our current customers and business
partners, to expand relationships based upon the broader range of products and
services available from us. In some instances, we may need to discontinue
relationships with business partners whose interests are no longer aligned with
ours. We must accomplish the synergies we identified during the acquisition
process. Failure to execute on any of these elements and accomplish the
favorable financial results from the integration process could adversely affect
our business and results of operations.
Common Stock Price Volatility. Effective February 4, 2003 our common stock
began trading on the NASDAQ Small Cap Market under the symbol "OPTK."
Previously, our stock was traded on the NASDAQ National Market under the same
symbol. The market price of our shares of common stock has been, and is likely
to continue to be, highly volatile and may be significantly affected by factors
such as:
o Actual or anticipated fluctuations in our operating results
o Announcements of technological innovations
o New products or new contracts by us or our competitors
o Sales of common stock by management, directors or other related parties
o Sales of significant amounts of common stock into the market
o Potential for less liquidity in our stock as traded on the Small Cap
Market
o Developments with respect to proprietary rights
o Conditions and trends in the software and other technology industries
o Adoption of new accounting standards affecting the software industry
o Changes in financial estimates by securities analysts and others
o General market conditions
o Other factors that may be unrelated to us or our performance
In addition, the stock market has from time to time experienced significant
price and volume fluctuations that have particularly affected the market prices
for the common stock of technology companies. These broad market fluctuations
may adversely affect the market price of our common stock. In the past,
following periods of volatility in the market price of a particular company's
securities, securities class action litigation has often been brought against
such company. Such litigation may be brought against us in the future. Such
litigation, regardless of its outcome, would result in substantial costs and a
diversion of management's attention and resources that could have a material
adverse effect upon our business and results of operations.
Change In Company Control. Certain provisions of our certificate of
incorporation, equity incentive plans, bylaws, and Delaware law may discourage
certain transactions involving a change in control of our company, even if such
a transaction would be in the best interest of our stockholders. Our classified
Board of Directors and the ability of the Board of Directors to issue "blank
check" preferred stock without further stockholder approval, may have the effect
of delaying, deferring or preventing a change in our control and may also affect
the market price of our stock. We also have a stockholders rights plan under
which all stockholders of record as of July 18, 2001 received one right for each
share of common stock then owned by them to purchase, upon the occurrence of
certain triggering events, one one-hundredth of a share of Series B Preferred
Stock at a price of $30, subject to adjustment. The rights are exercisable only
if a person or group acquires 15% or more of our common stock in a transaction
not approved by our Board of Directors. These provisions and certain other
provisions of our Amended and Restated Certificate of Incorporation and certain
provisions of our Amended and Restated Bylaws and of Delaware law, could delay
or make more difficult a merger, tender offer or proxy contest.
ITEM 3. QUANTITIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As of June 30, 2003 we had $5.2 million in short-term investments that are
sensitive to market risks. Our investment portfolio is used to preserve our
capital until it is required to fund operations, including our research and
development activities. We do not own any derivative financial instruments. Due
to the nature of our investment portfolio we are primarily subject to interest
rate risk.
Our investment portfolio includes fixed rate debt instruments that are
primarily United States government and agency bonds of duration ranging from one
to five years. The market value of these bonds is subject to interest rate risk,
and could decline in value if interest rates increase. Any material change in
the interest rates would not have a material change in the market value of our
debt instruments. A hypothetical increase or decrease in market interest rates
by 10% from June 30, 2003 would cause the fair market value of these short-term
investments to change by an insignificant amount. Although the market value of
these short-term investments would change due to the interest rate fluctuation,
we have the ability to hold the investments to maturity, which would reduce
overall market risk.
ITEM 4. CONTROLS AND PROCEDURES
As of June 30, 2003, we carried out an evaluation, under the supervision and
with the participation of our Chief Executive Officer and our Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures. Our disclosure controls and procedures are designed
with the objective of ensuring that information required to be disclosed in our
reports filed under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission's (SEC) rules and forms. Based on this evaluation, our Chief
Executive Officer and our Chief Financial Officer concluded that our disclosure
controls and procedures are effective in timely alerting them to material
information required to be included in our periodic SEC reports. In addition,
our Chief Executive Officer and our Chief Financial Officer concluded that
during the quarter ended June 30, 2003, there has been no change in our internal
controls over financial reporting that has materially affected, or is reasonably
likely to materially affect, our internal controls over financial reporting.
It should be noted that the design of any system of controls is based in
part upon certain assumptions about the likelihood of future events, and there
can be no assurance that any design will succeed in achieving its stated goals
under all potential future conditions, regardless of how remote.
PART II - OTHER INFORMATION
ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS.
On May 29, 2003 we acquired Select Technologies, Inc. In connection with
this transaction we issued 500,000 shares of our unregistered common stock,
$.001 par valure per share, to the two sole shareholders of Select Technologies,
Inc. Total consideration paid in this transaction was $1.415 million, which
includes $725,000 cash and the 500,000 shares of unregistered common stock.
Because the common stock was sold in a transaction not involving a public
offering, the transaction is exempt from registration under the Securities Act
of 1933 in accordance with Section 4(2) of the Securities Act.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company held its annual meeting of shareholders on May 8, 2003. At
the meeting the stockholders voted on the following actions:
a. Election of Directors
Nominees Number of Votes For Withhold Authority
-------- ------------------- ------------------
Mark K. Ruport 8,412,757 645,358
Edwin C. Winder 8,491,894 566,221
b. Approve the adoption of 2003 Optika Inc. Equity Incentive Plan
Affirmative Votes Negative Votes Abstentions Broker Non-Votes
- ----------------- -------------- ----------- ----------------
2,607,813 1,090,611 4,062 5,355,629
c. Approve amendment to 2000 Employee Stock Purchase Plan to increase the
maximum number of common stock issuable under the plan
Affirmative Votes Negative Votes Abstentions Broker Non-Votes
- ----------------- -------------- ----------- ----------------
3,336,985 361,839 3,662 5,355,629
d. Ratify the appointment of KPMG LLP as the Company's independent accountants
for the fiscal year ending December 31, 2003
Affirmative Votes Negative Votes Abstentions
- ----------------- -------------- -----------
9,023,180 24,340 10,595
The foregoing results include the 1,097,777 converted shares of our Series A-1
Convertible Preferred Stock, all of which voted for the nominees and in favor of
all proposals.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K.
a. Exhibits.
2.1 Agreement and Plan of Merger, dated as of May 29, 2003, by and
among the Registrant, Optika Technologies, Inc., Select
Technologies, Inc and Del Zane and Shadra Zane
31.1 Section 302 Certification of Chief Executive Officer
31.2 Section 302 Certification of Chief Financial Officer
32.1 Section 906 Certification of Chief Executive Officer
32.2 Section 906 Certification of Chief Financial Officer
b. Reports on Form 8-K.
We filed or furnished the following Current Reports on Form 8-K during the
quarter ended June 30, 2003. The information furnished under Item 9. Regulation
FD Disclosure (Item 12. Results of Operations and Financial Condition) is not
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934:
- - Current Report on Form 8-K dated April 16, 2003, furnished to the
Securities and Exchange Commission on April 16, 2003, Under Item 9.
Regulation FD Disclosure (Item 12. Results of Operations and Financial
Condition).
- - Current Report on Form 8-K dated May 29, 2003, filed with the Securities
and Exchange Commission on May 29, 2003 under Item 5, Other Events and
Item 7, Financial Statements, Pro Forma Financial Information and
Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
OPTIKA INC.
(Registrant)
8/13/2003 /s/ Mark K. Ruport
------------------ ------------------------------------
(Date) Mark K. Ruport
President, Chief Executive Officer
and Chairman of the Board
8/13/2003 /s/ Steven M. Johnson
------------------ ------------------------------------
(Date) Steven M. Johnson
Chief Financial Officer, Executive Vice
President, Secretary and Chief Accounting
Officer
Exhibit Index
Exhibit No. Description
2.1 Agreement and Plan of Merger, dated as of May 29, 2003,
by and among the Registrant, Optika Technologies, Inc.,
Select Technologies, Inc and Del Zane and Shadra Zane
31.1 Rule 13a-14(a) Certification of Chief Executive Officer.
31.2 Rule 13a-14(a) Certification of Chief Financial Officer.
32.1 Section 1350 Certification of Chief Executive Officer.
32.2 Section 1350 Certification of Chief Financial Officer.