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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 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 .
------ -------
9,206,036 shares of the registrant's common stock, $0.001 par value per
share, were outstanding as of November 12, 2003.
INDEX
PAGE
PART I - FINANCIAL INFORMATION
Item 1 - Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets as of September 30, 2003
and December 31, 2002 (Unaudited) 1
Condensed Consolidated Statements of Operations for the three-
month and nine-month periods ended September 30, 2003 and 2002
(Unaudited) 2
Condensed Consolidated Statements of Cash Flows for the nine-
month periods ended September 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 15
Item 4 - Controls and Procedures 15
PART II - OTHER INFORMATION
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)
September 30, December 31,
2003 2002
---------------- ---------------
(unaudited)
Assets
Current assets:
Cash and cash equivalents........................................... $ 2,703 $ 2,458
Restricted cash..................................................... 100 -
Short-term investments.............................................. 5,153 5,950
Accounts receivable, net of allowance for doubtful accounts of $100
at September 30, 2003 and $107 at December 31, 2002................ 3,931 3,796
Other current assets................................................ 602 557
---------------- ---------------
Total current assets.......................................... 12,489 12,761
---------------- ---------------
Property and equipment, net............................................ 713 895
Intangible assets, net................................................. 610 -
Goodwill............................................................... 1,166 -
Other assets........................................................... 175 233
---------------- ---------------
$ 15,153 $ 13,889
================ ===============
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable.................................................... $ 478 $ 379
Accrued expenses.................................................... 770 523
Accrued compensation expense........................................ 833 853
Deferred revenue.................................................... 5,868 5,146
---------------- ---------------
Total current liabilities.................................... 7,949 6,901
---------------- ---------------
Stockholders' equity:
Common stock; $.001 par value; 25,000,000 shares authorized;
9,002,099 and 8,326,486 shares issued and outstanding at
September 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 September 30, 2003 and
December 31, 2002.................................................. 5,199 5,199
Additional paid-in capital.......................................... 30,040 29,162
Accumulated deficit................................................. (28,044) (27,381)
---------------- ---------------
Total stockholders' equity.................................. 7,204 6,988
---------------- ---------------
$ 15,153 $ 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 Nine Months Ended
September 30, September 30,
--------------------------- -------------------------
2003 2002 2003 2002
---- ---- ---- ----
Revenues:
Licenses........................................... $ 1,989 $ 1,635 $ 4,750 $ 3,948
Maintenance and other.............................. 3,362 3,015 9,600 9,051
--------- --------- --------- ---------
Total revenues.................................. 5,351 4,650 14,350 12,999
--------- --------- --------- ---------
Cost of revenues:
Licenses........................................... 195 214 547 432
Maintenance and other.............................. 909 911 2,724 2,730
--------- --------- --------- ---------
Total cost of revenues.......................... 1,104 1,125 3,271 3,162
--------- --------- --------- ---------
Gross profit.......................................... 4,247 3,525 11,079 9,837
--------- --------- --------- ---------
Operating expenses:
Sales and marketing................................ 2,298 1,865 6,860 5,514
Research and development........................... 1,211 1,262 3,563 3,836
General and administrative......................... 555 384 1,369 1,150
--------- --------- --------- ---------
Total operating expenses........................ 4,064 3,511 11,792 10,500
--------- --------- --------- ---------
Income (loss) from operations......................... 183 14 (713) (663)
Other income, net..................................... - 31 50 108
--------- --------- --------- ---------
Income (loss) before income tax provision............. 183 45 (663) (555)
Income taxes.......................................... - - - (3)
--------- --------- --------- ---------
Net income (loss)..................................... $ 183 $ 45 $ (663) $ (552)
========= ========= ========= =========
Basic net income (loss) per common share............. $ 0.02 $ 0.01 $ (0.08) $ (0.07)
========= ========= ========= =========
Basic weighted average number of common shares
outstanding........................................ 8,917 8,314 8,601 8,280
========= ========= ========= =========
Diluted net income (loss) per common share........... $ 0.02 $ 0.00 $ (0.08) $ (0.07)
========= ========= ========= =========
Diluted weighted average number of common shares
outstanding........................................ 10,845 9,263 8,601 8,280
========= ========= ========= =========
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)
Nine Months Ended September 30,
---------------------------------
2003 2002
---- ----
Cash Flows From Operating Activities:
Net loss............................................................... $ (663) $ (552)
Adjustments to reconcile net loss to net cash provided by operating
activities:
Depreciation and amortization....................................... 355 515
Gain (loss) on disposal of fixed assets............................. 2 (3)
Changes in assets and liabilities:
Accounts receivable, net......................................... 142 369
Other assets..................................................... 28 66
Accounts payable................................................. (38) (171)
Accrued expenses................................................. 214 (916)
Deferred revenue................................................. 423 944
---------------- ---------------
Net cash provided by operations................................. 463 252
---------------- ---------------
Cash Flows From Investing Activities:
Capital expenditures................................................... (125) (153)
Proceeds from sales of equipment....................................... - 9
Cash paid for acquisition of Select Technologies, Inc., net of cash
acquired............................................................... (756) --
Sale (purchase) of short-term investments, net......................... 797 (12)
---------------- ---------------
Net cash used by investing activities........................... (84) (156)
---------------- ---------------
Cash Flows From Financing Activities:
Proceeds from issuance of common stock................................. 189 111
Payment of short-term debt assumed in acquisition...................... (323) --
---------------- ---------------
Net cash provided (used) by financing activities............... (134) 111
---------------- ---------------
Net increase in cash and cash equivalents.............................. 245 207
Cash and cash equivalents at beginning of period....................... 2,458 1,746
---------------- ---------------
Cash and cash equivalents at end of period............................. $ 2,703 $ 1,953
================ ===============
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 Presentation
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 statements 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 September 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 Income (Loss) Per Common Share
Basic income (loss) per share is computed by dividing net income (loss) by
the weighted average number of common shares outstanding during the period.
Diluted loss per share is computed using the weighted average number of common
shares outstanding plus all dilutive potential common shares outstanding. During
the first nine months of 2003, 397,000 options to purchase our common stock were
granted. During the first nine months of 2002, 275,500 options to purchase our
common stock were granted.
The following is the reconciliation of the numerators and denominators of
the basic and diluted income (loss) per share computations (in thousands except
per share data):
Three Months Ended Nine Months Ended
September 30, September 30,
2003 2002 2003 2002
---- ---- ---- ----
Basic Net Income (loss) Per Share:
Net income (loss)................ $ 183 $ 45 $ (663) $ (552)
Basic weighted average common
shares outstanding.............. 8,917 8,314 8,601 8,280
Basic net income (loss) per
common share.................... $ 0.02 $ 0.01 $ (0.08) $ (0.07)
Effect of dilutive securities
Dilutive effect of stock options. 830 71 -- --
Assumed conversion of preferred
stock.......................... 1,097 878 -- --
------ ------ ------ ------
Diluted weighted average common
shares outstanding.............. 10,845 9,263 8,601 8,280
Diluted net income (loss) per
common share.................... $ 0.02 $ 0.00 $ (0.08) $ (0.07)
For the three months ended September 30, 2003 and 2002, 1.2 million and 2.5
million options and warrants to purchase our common stock, respectively, were
excluded from the dilutive stock calculation because of their antidilutive
effect on net income per share. For the nine months ended September 30, 2003
and 2002, 3.3 million and 2.9 million options and warrants to purchase our
common stock, 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 Nine Months Ended
September 30, September 30,
2003 2002 2003 2002
---- ---- ---- ----
Net income (loss):
As reported $ 183 $ 45 $ (663) $ (552)
SFAS No. 123 Pro-forma (104) (323) (1,488) (1,656)
Basic net income (loss) per share
As reported $ 0.02 $ 0.01 $ (0.08) $ (0.07)
SFAS No. 123 Pro-forma (0.01) (0.04) (0.17) (0.20)
Diluted net income (loss) per share
As reported $ 0.02 $ 0.00 $ (0.08) $ (0.07)
SFAS No. 123 Pro-forma (0.01) (0.03) (0.17) (0.20)
3. Goodwill and Intangible Assets
In May 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 imposed 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 September 30, 2003 Under the terms of the acquisition
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 from 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
$95,000 and the assumption of approximately $299,000 in net liabilities, the
purchase price was allocated as follows (in thousands):
Goodwill $ 1,166
Customer Relationships 283
Intellectual Property 300
Non-Compete Agreements 60
Net Liabilities Assumed (299)
----------
$ 1,510
The amount assigned to intellectual property and non-compete agreements is
being amortized on a straight-line basis over five years. The amount assigned to
customer relationships is being amortized on a straight-line basis 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 $33,000 for the nine months ended September 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) $ 25
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. Other
than as described below, we are currently not a party to any significant 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
The following Management's Discussion and Analysis of Financial Condition
and Results of Operations, as well as information contained elsewhere in this
Report, contains statements that constitute "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These statements include statements regarding
the intent, belief or current expectations of us, our directors or our officers
with respect to future events and financial performance.. Forward-looking
statements are not guarantees of future performance and involve risks and
uncertainties. Actual results may differ materially from those projected in the
forward-looking statements as a result of various factors, including those
described below under the caption "Business Risks", which 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 our customers to streamline their business processes,
eliminate paper and increase operational efficiencies. 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-based desktops, and easily integrates
with third-party applications such as enterprise resource planning 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 third-party resellers, or "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 nine months ended
September 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 that fairly depicts the
results of operations for all periods presented.
Results of Operations
Three and Nine Months Ended September 30, 2003 Compared to the Three and Nine
Months Ended September 30, 2002
Revenues
Total revenues increased 10% to $14.4 million for the nine months ended
September 30, 2003 from $13.0 million for the nine months ended September 30,
2002. Total revenues increased 15% to $5.4 million for the three months ended
September 30, 2003 from $4.7 million for the three months ended September 30,
2002.
Licenses. License revenues increased 20% to $4.8 million, for the nine
months ended September 30, 2003, from $3.9 million for the nine months ended
September 30, 2002, and increased 22% to $2.0 million for the three months ended
September 30, 2003 from $1.6 million for the three months ended September 30,
2002. License revenues represented 33% and 30% of total revenues for the nine
months ended September 30, 2003 and 2002, respectively, and represented 37% and
35% for the three months ended September 30, 2003 and 2002, respectively. The
increase in license revenues for the first nine months of 2003 is primarily due
to increases in sales made within North America by our APs and direct networks,
compared to the first nine months of 2002. License revenues generated outside of
the United States accounted for approximately 15% of our total license revenues
for the nine months ended September 30, 2003, compared to 9% for the same period
in 2002, and 17% and 8% for the three months ended September 30, 2003 and 2002,
respectively. The increase in international license revenues as a percentage of
total license revenue is a result of better than expected Asian license revenues
in the third quarter of 2003.
Maintenance and Other. Maintenance revenues, exclusive of other revenue,
increased 23% to $7.0 million for the nine months ended September 30, 2003 from
$5.7 million for the nine months ended September 30, 2002, and increased 23% to
$2.4 million for the three months ended September 30, 2003 from $2.0 million for
the three months ended September 30, 2002. Maintenance revenue represented 49%
and 44% of total revenues for the nine months ended September 30, 2003 and 2002,
respectively, and represented 46% and 43% of total revenues for the three months
ended September 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 revenues, consisting primarily of
consulting services, training and consulting fees, represented 18% and 26% of
total revenues for the nine months ended September 30, 2003 and 2002,
respectively, and 21% and 22% of total revenues for the three months ended
September 30, 2003 and 2002, respectively. The decrease in other revenue as a
percentage of total revenue for the first nine months of 2003 was primarily due
to decreased service contracts to our direct customer base.
Cost of Revenues
Licenses. Cost of licenses consists primarily of royalty payments to
third-party vendors and costs of product media, duplication, packaging and
fulfillment. Cost of licenses increased to $547,000, or 12% of license revenues,
from $432,000, or 11% of license revenues, for the nine months ended September
30, 2003 and 2002, respectively, and decreased to $195,000, or 10% of license
revenues, from $214,000, or 13% of license revenues, for the three months ended
September 30, 2003 and 2002, respectively. The absolute dollar decrease in cost
of licenses for the three months ended September 30, 2003 is attributable to
decreased software sales that included third party products. The absolute dollar
increase in costs of licenses for the nine months ended September 30, 2003 is
attributable to increased software sales that included third party products.
Maintenance and Other. Costs of maintenance and other costs consists of the
direct and indirect costs of providing software maintenance and support,
training and consulting services to our APs, OEMs and end-users, and the cost of
third-party software products. Cost of maintenance and other costs remained
constant at $2.7 million, or 28% and 30% of maintenance and other revenues, for
the nine months ended September 30, 2003 and 2002, respectively. Cost of
maintenance and other costs decreased to $909,000, or 27% of maintenance and
other revenues, from $911,000, or 30% of maintenance and other revenues, for the
three months ended September 30, 2003 and 2002, respectively. Cost of
maintenance and other costs decreased as a percentage of maintenance and other
revenue as a result of decreased third-party contracting to fulfill consulting
service contracts for the first nine months of 2003.
Operating Expenses
Sales and Marketing. Sales and marketing expenses consist primarily of
salaries, commissions and other related expenses for sales and marketing
personnel, and marketing, advertising and promotional expenses. Sales and
marketing expenses increased to $6.9 million, or 48% of total revenues, for the
nine months ended September 30, 2003 from $5.5 million, or 42% of total
revenues, for the nine months ended September 30, 2002. Sales and marketing
expenses increased to $2.3 million, or 43% of total revenues, for the three
months ended September 30, 2003 from $1.9 million, or 40% of total revenues, for
the three months ended September 30, 2002. The increase in sales and marketing
expenses is due to continued investment in sales and support staff in our North
American sales channels. We anticipate that sales and marketing expenses will
continue to be slightly higher in future periods as we grow our sales staff 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 $3.6 million, or 25% of total
revenues, for the nine months ended September 30, 2003 from $3.8 million, or 30%
of total revenues, for the nine months ended September 30, 2002. Research and
development expenses decreased to $1.2 million, or 23% of total revenues, for
the three months ended September 30, 2003 from $1.3 million, or 27% of total
revenues, for the three months ended September 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 be flat in future quarters.
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 $1.4 million, or 10% of total revenues, for
the nine months ended September 30, 2003 from $1.2 million, or 9% of total
revenues, for the nine months ended September 30, 2002. General and
administrative expenses increased to $555,000, or 10% of total revenues, for the
three months ended September 30, 2003 from $384,000, or 8% of total revenues,
for the three months ended September 30, 2002. The increase in general and
administrative expenses is primarily due to an increase in our allowance for
doubtful accounts during the third quarter of 2003 over the same period in 2002
as well as overall increased insurance costs and administrative costs due to the
acquisition of Select Technologies, Inc. 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 for the nine months
ended September 30, 2003 compared to other income, net, of $108,000 for the nine
months ended September 30, 2002. Other income, net, was zero for the three
months ended September 30, 2003, compared to other income, net, of $31,000 for
the three months ended September 30, 2002. The decrease in other income, net,
was the result of decreased interest income due to a lower investment base and a
decline in interest rates.
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. We perform an 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 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, including short-term investments, at September
30, 2003 was $7.9 million, decreasing by approximately $552,000 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 nine months ended September 30, 2003, net cash provided by
operating activities was $463,000, compared to net cash provided by operating
activities of $252,000 for the nine months ended September 30, 2002. This
increase in cash provided by operating activities for the nine months ended
September 30, 2002 primarily resulted from improved cash collection on our
accounts receivable and an increase in our deferred revenues.
Cash used by investing activities was $84,000 for the nine months ended
September 30, 2003, compared to cash used by investing activities of $156,000
for the nine months ended September 30, 2002. This decrease in cash used by
investing activities is primarily due to the sale of marketable securities
during 2003, which was offset by the cash paid for the acquisition of Select
Technologies, Inc.
Cash used by financing activities was $134,000 for the nine months ended
September 30, 2003, compared to cash provided by financing activities of
$111,000 for the nine months ended September 30, 2002. This increase in cash
used in financing activities resulted primarily from payment of short-term debt
assumed in the acquisition of Select Technologies, Inc. net of $189,000 from
common stock issuances.
At September 30, 2003, our principal sources of liquidity include cash and
short-term investments of $7.9 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 September 30, 2003, we had $2.5 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 our working capital and capital expenditure requirements for
at least the next 12 months.
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 September 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. 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 municipal bonds with maturity periods within one-year. The market
value of these bonds is subject to interest rate risk and could decline in value
if interest rates increase. A hypothetical increase or decrease in market
interest rates by 10% from September 30, 2003 would cause the fair market value
of these short-term investments to change by an insignificant amount.
ITEM 4. CONTROLS AND PROCEDURES
As of September 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 filings. There has been no change in our internal control over financial
reporting that occurred during the quarter ended September 30, 2003 that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting. Our internal control over financial reporting
is designed with the objective of providing reasonable assurance regarding the
reliability of our financial reporting and preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles.
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 6 - EXHIBITS AND REPORTS ON FORM 8-K.
a) Exhibits.
Exhibit No. Description
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
b) Reports on Form 8-K.
We furnished the following Current Report on Form 8-K during the quarter ended
September 30, 2003. The information furnished under 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 July 16, 2003, furnished to the
Securities and Exchange Commission on July 16, 2003, Under Item 9.
Regulation FD Disclosure (Item 12, Results of Operations and Financial
Condition).
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)
11/13/2003 /s/ Mark K. Ruport
--------------------- ------------------------------------------
(Date) Mark K. Ruport
President, Chief Executive Officer
and Chairman of the Board
11/13/2003 /s/ Steven M. Johnson
--------------------- ------------------------------------------
(Date) Steven M. Johnson
Chief Financial Officer, Executive Vice
President, Secretary and
Chief Accounting Officer
Exhibit Index
Exhibit No. Description
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.