Attached files
| file | filename |
|---|---|
| EX-32.2 - EXHIBIT 32.2 - ONVIA INC | exh_322.htm |
| EX-32.1 - EXHIBIT 32.1 - ONVIA INC | exh_321.htm |
| EX-31.1 - EXHIBIT 31.1 - ONVIA INC | exh_311.htm |
| EX-31.2 - EXHIBIT 31.2 - ONVIA INC | exh_312.htm |
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, 2015 |
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 001-35164
ONVIA, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 91-1859172 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 509 Olive Way, Suite 400, Seattle, Washington 98101 | ||
| (Address of principal executive offices, including zip code) | ||
Registrant's telephone number, including area code: (206) 282-5170
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes [ ] No
Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No
Common stock, par value $.0001 per share: 7,470,126 shares outstanding as of October 30, 2015.
ONVIA, INC.
INDEX
Item 1. Unaudited Condensed Consolidated Financial Statements
Onvia, Inc.
Condensed Consolidated Statements of Operations and Comprehensive Income
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2015 | 2014 | 2015 | 2014 | |||||||||||||
| (Unaudited) (In thousands, except per share data) | (Unaudited) (In thousands, except per share data) | |||||||||||||||
| Revenue | ||||||||||||||||
| Subscription | $ | 5,417 | $ | 5,131 | $ | 16,048 | $ | 15,159 | ||||||||
| Content license | 403 | 480 | 1,295 | 1,417 | ||||||||||||
| Management information reports | 20 | 34 | 109 | 129 | ||||||||||||
| Other | 47 | 55 | 174 | 178 | ||||||||||||
| Total revenue | 5,887 | 5,700 | 17,626 | 16,883 | ||||||||||||
| Cost of revenue (exclusive of depreciation and amortization included below) | 783 | 801 | 2,414 | 2,475 | ||||||||||||
| Gross margin | 5,104 | 4,899 | 15,212 | 14,408 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Sales and marketing | 3,246 | 3,002 | 9,454 | 8,827 | ||||||||||||
| Technology and development | 1,067 | 1,035 | 3,161 | 3,176 | ||||||||||||
| General and administrative | 788 | 906 | 3,015 | 2,660 | ||||||||||||
| Total operating expenses | 5,101 | 4,943 | 15,630 | 14,663 | ||||||||||||
| Income/(loss) from operations | 3 | (44 | ) | (418 | ) | (255 | ) | |||||||||
| Interest and other income, net | 6 | 2 | 30 | 7 | ||||||||||||
| Net income/( loss) | $ | 9 | $ | (42 | ) | $ | (388 | ) | $ | (248 | ) | |||||
| Unrealized gain/(loss) on available-for-sale securities | 1 | (1 | ) | 1 | (1 | ) | ||||||||||
| Comprehensive income/(loss) | $ | 10 | $ | (43 | ) | $ | (387 | ) | $ | (249 | ) | |||||
| Basic net income/(loss) per common share | $ | 0.00 | $ | (0.01 | ) | $ | (0.05 | ) | $ | (0.03 | ) | |||||
| Diluted net income/(loss) per common share | $ | 0.00 | $ | (0.01 | ) | $ | (0.05 | ) | $ | (0.03 | ) | |||||
| Basic weighted average shares outstanding | 7,449 | 7,396 | 7,421 | 7,381 | ||||||||||||
| Diluted weighted average shares outstanding | 7,561 | 7,396 | 7,421 | 7,381 | ||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
| 1 |
Onvia, Inc.
Condensed Consolidated Balance Sheets
| September 30, 2015 | December 31, 2014 | |||||||
| |
|
(Unaudited) (In thousands, except share data) |
||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | 1,794 | $ | 1,577 | ||||
| Short-term investments, available-for-sale | 6,140 | 6,436 | ||||||
| Accounts receivable, net of allowance for doubtful accounts of $34 and $42 | 1,300 | 1,735 | ||||||
| Prepaid expenses and other current assets | 705 | 682 | ||||||
| Total current assets | 9,939 | 10,430 | ||||||
| LONG TERM ASSETS: | ||||||||
| Property and equipment, net of accumulated depreciation | 1,142 | 1,358 | ||||||
| Internal use software, net of accumulated amortization | 5,157 | 5,059 | ||||||
| Long-term investments, available-for-sale | 249 | - | ||||||
| Other long-term assets | 243 | 181 | ||||||
| Total long term assets | 6,791 | 6,598 | ||||||
| TOTAL ASSETS | $ | 16,730 | $ | 17,028 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable | $ | 725 | $ | 873 | ||||
| Accrued expenses | 854 | 1,098 | ||||||
| Unearned revenue, current portion | 8,674 | 8,478 | ||||||
| Other current liabilities | 97 | 82 | ||||||
| Total current liabilities | 10,350 | 10,531 | ||||||
| LONG TERM LIABILITIES: | ||||||||
| Unearned revenue, net of current portion | 386 | 405 | ||||||
| Deferred rent, net of current portion | 596 | 590 | ||||||
| Other long-term liabilities | 50 | 69 | ||||||
| Total long term liabilities | 1,032 | 1,064 | ||||||
| TOTAL LIABILITIES | 11,382 | 11,595 | ||||||
| COMMITMENTS AND CONTINGENCIES (Note 9) | ||||||||
| STOCKHOLDERS’ EQUITY: | ||||||||
| Preferred stock; $.0001 par value: 2,000,000 shares authorized; no shares issued or outstanding | - | - | ||||||
| Common stock; $.0001 par value: 11,000,000 shares authorized; 8,712,933 and 8,643,460 shares issued; and 7,470,126 and 7,400,653 shares outstanding | 1 | 1 | ||||||
| Treasury stock, at cost: 1,242,807 and 1,242,807 shares | (4,398 | ) | (4,398 | ) | ||||
| Additional paid in capital | 354,153 | 353,852 | ||||||
| Accumulated other comprehensive gain/(loss) | 1 | (1 | ) | |||||
| Accumulated deficit | (344,409 | ) | (344,021 | ) | ||||
| Total stockholders’ equity | 5,348 | 5,433 | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 16,730 | $ | 17,028 | ||||
See accompanying notes to the unaudited condensed consolidated financial statements.
| 2 |
Onvia, Inc.
Condensed Consolidated Statements of Cash Flows
| Nine Months Ended September 30, | ||||||||
| 2015 | 2014 | |||||||
| |
|
(Unaudited) (In thousands) |
||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | (388 | ) | $ | (248 | ) | ||
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | 1,766 | 2,404 | ||||||
| Stock-based compensation | 78 | 130 | ||||||
| Loss on sale of property and equipment | 2 | - | ||||||
| Change in operating assets and liabilities: | ||||||||
| Accounts receivable | 435 | 77 | ||||||
| Prepaid expenses and other assets | (84 | ) | - | |||||
| Accounts payable | (124 | ) | (26 | ) | ||||
| Accrued expenses | (244 | ) | (161 | ) | ||||
| Unearned revenue | 176 | 155 | ||||||
| Deferred rent | 20 | 35 | ||||||
| Net cash provided by operating activities | 1,637 | 2,366 | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Additions to property and equipment | (296 | ) | (270 | ) | ||||
| Additions to internal use software | (1,403 | ) | (1,688 | ) | ||||
| Purchases of investments | (6,803 | ) | (9,606 | ) | ||||
| Sales of investments | 340 | 1,570 | ||||||
| Maturities of investments | 6,511 | 7,152 | ||||||
| Proceeds from sale of equipment | 8 | - | ||||||
| Net cash used in investing activities | (1,643 | ) | (2,842 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Principal payments on capital lease obligations | - | (189 | ) | |||||
| Proceeds from exercise of stock options | 223 | 227 | ||||||
| Net cash provided by financing activities | 223 | 38 | ||||||
| Net increase / (decrease) in cash and cash equivalents | 217 | (438 | ) | |||||
| Cash and cash equivalents, beginning of period | 1,577 | 2,073 | ||||||
| Cash and cash equivalents, end of period | $ | 1,794 | $ | 1,635 | ||||
| SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
| Purchases under capital lease obligations | $ | (6 | ) | $ | (6 | ) | ||
| Property and equipment additions in accounts payable | (38 | ) | (4 | ) | ||||
| Internal use software additions in accounts payable | (122 | ) | (185 | ) | ||||
See accompanying notes to the unaudited condensed consolidated financial statements.
| 3 |
Onvia, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
| 1. | Basis of Presentation |
The interim unaudited Condensed Consolidated Financial Statements and related notes thereto have been prepared pursuant to generally accepted accounting principles in the United States of America, or GAAP, and the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. The accompanying interim unaudited Condensed Consolidated Financial Statements and related notes thereto should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (“2014 Annual Report”).
Onvia had a wholly-owned subsidiary in Canada that was dissolved effective December 19, 2014; and there was no business activity in this subsidiary during the three and nine month periods ended September 30, 2014. The wholly-owned subsidiary owned no assets or liabilities as of the date of dissolution.
The information furnished is unaudited, but reflects, in the opinion of management, all adjustments, consisting of only normal recurring items, necessary for a fair presentation of the results for the interim periods presented. In addition, certain reclassifications of prior period balances have been made to conform to the current period presentation.
Interim results are not necessarily indicative of results for a full year.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the fair value of stock-based compensation, allowance for doubtful accounts, capitalization of costs for internally developed software, recoverability of long-lived assets, including internally developed software, and the valuation allowance for Onvia’s net deferred tax assets. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances. Actual results may differ significantly from the Company’s estimates. In addition, any significant unanticipated changes in any of the Company’s assumptions could have a material adverse effect on its business, financial condition, and results of operations.
Recently Issued Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (FASB) issued guidance on the recognition of revenue from contracts with customers. Revenue recognition will depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented, or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application. The guidance was originally effective January 1, 2017 and early adoption was not permitted. In July 2015, the FASB approved a one-year deferral of the effective date to January 1, 2018, with an option of applying the standard on the original effective date. The company is currently evaluating the impact of the new guidance, the effective date and the method of adoption.
| 4 |
| 2. | Stock-Based Compensation |
The impact to Onvia’s interim unaudited Condensed Consolidated Statements of Operations for recording stock-based compensation was as follows for the periods presented (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2015 | 2014 | 2015 | 2014 | |||||||||||||
| Cost of sales | $ | - | $ | 1 | $ | - | $ | 4 | ||||||||
| Sales and marketing | 6 | 5 | 3 | - | ||||||||||||
| Technology and development | 3 | 5 | 11 | 16 | ||||||||||||
| General and administrative | 25 | 35 | 64 | 110 | ||||||||||||
| Total stock-based compensation | $ | 34 | $ | 46 | $ | 78 | $ | 130 | ||||||||
| 3. | Earnings per Share |
Basic income/(loss) per share is calculated by dividing the net loss for the period by the weighted average shares of common stock outstanding for the period. Diluted income/(loss) per share is calculated by dividing the net income/(loss) per share by the weighted average common stock outstanding for the period, plus dilutive potential common shares using the treasury stock method. In periods with a net loss, basic and diluted earnings per share are identical because inclusion of potentially dilutive common shares would be anti-dilutive.
The following table sets forth the computation of basic and diluted net income/(loss) per share for the three and nine months ended September 30, 2015 and 2014 (in thousands, except per share data):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2015 | 2014 | 2015 | 2014 | |||||||||||||
| Net income/(loss) | $ | 9 | $ | (42 | ) | $ | (388 | ) | $ | (248 | ) | |||||
| Shares used to compute basic net income/(loss) per share | 7,449 | 7,396 | 7,421 | 7,381 | ||||||||||||
| Dilutive potential common shares: | ||||||||||||||||
| Stock options | 112 | - | - | - | ||||||||||||
| Shares used to compute diluted net income/(loss) per share | 7,561 | 7,396 | 7,421 | 7,381 | ||||||||||||
| Basic and diluted net income/(loss) per share | $ | 0.00 | $ | (0.01 | ) | $ | (0.05 | ) | $ | (0.03 | ) | |||||
For the three and nine months ended September 30, 2015, the weighted average effect of stock options to purchase approximately 314,000 and 853,000 shares of common stock, respectively, were excluded from the computation of diluted net loss per share because the exercise price is greater than the average market price of common stock for the respective period.
For the three and nine months ended September 30, 2014, the weighted average effect of stock options to purchase approximately 1,076,000 and 1,095,000 shares of common stock, respectively, were excluded from the computation of diluted net loss per share because the exercise price is greater than the average market price of common stock for the respective period.
| 5 |
| 4. | Investments |
Onvia classifies investments in debt securities as available-for-sale, stated at fair value as summarized in the following table (in thousands):
| September 30, 2015 | ||||||||||||||||
Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||||
| U.S. Government backed securities | $ | 1,228 | $ | - | $ | - | $ | 1,228 | ||||||||
| Certificates of Deposit (1) | 4,911 | 1 | - | 4,912 | ||||||||||||
| Total Investments | $ | 6,139 | $ | 1 | $ | - | $ | 6,140 | ||||||||
| Long-Term Investments | ||||||||||||||||
| Certificates of Deposit (1) | 249 | - | - | 249 | ||||||||||||
| Total Long-Term Investments | 249 | - | - | 249 | ||||||||||||
| Total Investments | $ | 6,388 | $ | 1 | $ | - | $ | 6,389 | ||||||||
| December 31, 2014 | ||||||||||||||||
Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||||
| U.S. Government backed securities | $ | 158 | $ | - | $ | - | $ | 158 | ||||||||
| Certificates of Deposit (1) | 6,279 | - | (1 | ) | 6,278 | |||||||||||
| Total Investments | $ | 6,437 | $ | - | $ | (1 | ) | $ | 6,436 | |||||||
(1) The Company evaluated certificates of deposits held as of September 30, 2015 and December 31, 2014 and concluded that they meet the definition of securities as available for sale.
Onvia accounts for investments held as available for sale according to their fair values, which is defined as the exchange price that would be received for an asset, or paid to transfer a liability (an exit price), in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following are the three levels of inputs that may be used to measure fair value:
Level 1 — Quoted prices in active markets for identical assets or liabilities.
Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
Onvia uses the market approach to measure fair value for its financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.
| 6 |
The following table summarizes, by major security type, investments classified as available-for-sale at September 30, 2015 and at December 31, 2014, stated at fair value (in thousands):
| Fair Value Measurements as of September 30, 2015 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| U.S. Government backed securities | $ | - | $ | 1,228 | $ | - | $ | 1,228 | ||||||||
| Certificates of Deposit | - | 5,161 | - | 5,161 | ||||||||||||
| Total Investments | $ | - | $ | 6,389 | $ | - | $ | 6,389 | ||||||||
| Fair Value Measurements as of December 31, 2014 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| U.S. Government backed securities | $ | - | $ | 158 | $ | - | $ | 158 | ||||||||
| Certificates of Deposit | - | 6,278 | - | 6,278 | ||||||||||||
| Total Investments | $ | - | $ | 6,436 | $ | - | $ | 6,436 | ||||||||
There were no transfers in or out of Level 2 investments during the first nine months of 2015 and fourth quarter of 2014, and there was no activity in Level 1 or Level 3 fair value measurements during those periods.
| 5. | Prepaid Expenses and Other Current Assets |
Prepaid expenses and other current assets consist of the following (in thousands):
September 30, 2015 | December 31, 2014 | |||||||
| Prepaid insurance | $ | 153 | $ | 110 | ||||
| Prepaid software licences and maintenance | 314 | 440 | ||||||
| Prepaid expenses - other | 203 | 123 | ||||||
| Interest receivable | 13 | 4 | ||||||
| Other receivables | 22 | 5 | ||||||
| Total prepaid expenses and other current assets | $ | 705 | $ | 682 | ||||
| 6. | Property and Equipment |
Property and equipment, net of accumulated depreciation, consist of the following (in thousands):
September 30, 2015 | December 31, 2014 | |||||||
| Computer equipment | $ | 3,869 | $ | 3,676 | ||||
| Software | 1,855 | 1,855 | ||||||
| Furniture and fixtures | 112 | 109 | ||||||
| Leasehold improvements | 883 | 883 | ||||||
| Total cost basis | 6,719 | 6,523 | ||||||
| Less accumulated depreciation | (5,577 | ) | (5,165 | ) | ||||
| Net book value | $ | 1,142 | $ | 1,358 | ||||
Depreciation expense was $156,000 and $473,000 for the three and nine months ended September 30, 2015, respectively, compared to $176,000 and $538,000, respectively, for the same periods of 2014.
| 7 |
| 7. | Internal Use Software |
Onvia capitalizes qualifying computer software costs incurred during the “application development stage” and other costs. Amortization of these costs begins once the product is ready for its intended use. These costs are amortized on a straight-line basis over the estimated useful life of the product, typically 3 to 5 years. The amount of costs capitalized within any period is dependent on the nature of software development activities and projects in each period.
Onvia periodically evaluates the remaining useful lives and carrying values of internal use software. If management determines that all or a portion of the asset will no longer be used, or the estimated remaining useful life differs from existing estimates, an abandonment will be recorded to reduce the carrying value or adjust the remaining useful life to reflect revised estimates. In addition, if the carrying value of the software exceeds the estimated future cash flows, an impairment will be recorded to reduce the carrying value to the expected realizable value. No impairment has been recorded for the nine months ended September 30, 2015 and 2014.
The following table presents a roll-forward of capitalized internal use software for the nine months ended September 30, 2015 (in thousands):
| Balance at December 31, 2014 | Additions | Balance at September 30, 2015 | ||||||||||
| Capitalized internal use software | $ | 17,107 | $ | 1,390 | $ | 18,497 | ||||||
| Accumulated amortization | (12,048 | ) | (1,292 | ) | (13,340 | ) | ||||||
| Internal use software, net | $ | 5,059 | $ | 98 | $ | 5,157 | ||||||
Amortization expense was $388,000 and $1.3 million for the three and nine months ended September 30, 2015, respectively, compared to $609,000 and $1.9 million, respectively, for the same periods of 2014. Amortization expense is included in operating expenses in the interim unaudited Condensed Consolidated Statements of Operations.
| 8. | Accrued Expenses and Other Current Liabilities |
Accrued expenses consist of the following (in thousands):
| September 30, 2015 | December 31, 2014 | |||||||
| Payroll and related liabilities | $ | 776 | $ | 966 | ||||
| Taxes payable and other | 78 | 132 | ||||||
| Total accrued expenses | $ | 854 | $ | 1,098 | ||||
Other current liabilities consist of the following (in thousands):
| September 30, 2015 | December 31, 2014 | |||||||
| Obligations under capital leases, current portion | 25 | 24 | ||||||
| Deferred rent, current portion | 72 | 58 | ||||||
| Total other current liabilities | $ | 97 | $ | 82 | ||||
| 8 |
| 9. | Commitments and Contingencies |
Operating Leases
Onvia has a lease agreement for its corporate offices located in Seattle, Washington that expires on April 30, 2021. Rent expense is being recognized on a straight-line basis over the term of the lease.
Onvia also has a non-cancellable operating lease for office equipment, which expires in July 2019.
As of September 30, 2015, remaining future minimum lease payments required on non-cancellable operating leases are as follows for the years ending December 31 (in thousands):
| Real Estate Operating Leases | Office Equipment Operating Lease | Total Operating Leases | ||||||||||
| 2015 | $ | 207 | $ | 5 | $ | 212 | ||||||
| 2016 | 780 | 20 | 800 | |||||||||
| 2017 | 873 | 20 | 893 | |||||||||
| 2018 | 896 | 20 | 916 | |||||||||
| 2019 | 918 | 9 | 927 | |||||||||
| 2020 and thereafter | 1,261 | - | 1,261 | |||||||||
| Total | $ | 4,935 | $ | 74 | $ | 5,009 | ||||||
Purchase Obligations
Onvia has non-cancellable purchase obligations for software development and license agreements, co-location hosting arrangements, telecom agreements, marketing agreements and third-party content agreements. The agreements expire in dates ranging from April 2015 to June 2017. Future required payments under these non-cancellable agreements are as follows for the years ending December 31 (in thousands):
| Purchase Obligations | ||||
| 2015 | $ | 395 | ||
| 2016 | 779 | |||
| 2017 | 234 | |||
| Total | $ | 1,408 | ||
Legal Proceedings
From time to time, legal proceedings may arise in the ordinary course of business. Although the outcomes of legal proceedings are inherently difficult to predict, the Company is not currently involved in any legal proceeding in which the outcome, in its judgment based on information currently available, is likely to have a material adverse effect on its business or financial position.
| 10. | Provision for Income Taxes |
As of September 30, 2015 and December 31, 2014, Onvia has recorded a valuation allowance against its net deferred tax assets because the Company has determined it is not more likely than not that the asset will be realized. Onvia will continue to evaluate the likelihood that these tax benefits may be realized, and may reverse all or a portion of its valuation allowance in the future if it is determined that realization of these benefits is more likely than not.
| 9 |
Pursuant to Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), utilization of net operating loss (NOL) carryforwards to offset future taxable income are subject to substantial annual limitations if we experience a cumulative change in ownership as defined by the Code. In general, an ownership change, as defined by the Code, results from transactions increasing the ownership of certain stockholders or public groups in the stock of a corporation by more than 50 percentage points over a three-year period.
As of September 30, 2015 and December 31, 2014, Onvia’s Federal NOL carryforwards for income tax purposes were approximately $76.0 million. The Federal NOL carryforwards are subject to limitations under Section 382 of the Internal Revenue Code. If not utilized, the Federal NOL carryforwards will begin to expire in 2022. The latest date available for a portion of the Federal NOL carryforwards to be utilized to offset future income is 2033.
| 11. | Security Deposits |
Pursuant to Onvia’s lease for its current corporate office space, Onvia has established a stand by letter of credit as security to the lease increasing from $100,000 in April 2013, to $125,000 in January 2014 and to $150,000 on January 2015. The letter of credit will be returned at lease termination in April 2021, or earlier as discussed above, subject to standard office lease conditions. As of September 30, 2015 and December 31, 2014, the stand by letter of credit is secured by a security deposit of $150,000 and reported as other long-term assets on the unaudited Condensed Consolidated Balance Sheets.
| 10 |
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
CAUTIONARY STATEMENT
In addition to historical information, the discussion and analysis in this report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “believes,” “anticipates,” “should,” “expects,” “plans,” “intends,” “indicates” and similar expressions identify forward-looking statements. Forward-looking statements include, but are not limited to, statements about our future results of operations, the progress to be made on the 2015 initiatives, Onvia’s future financial flexibility and future cash flows and Onvia’s future product and content offerings. Such statements are based on current expectations that involve a number of known and unknown risks, uncertainties and other factors, which may cause actual events to be materially different from those expressed or implied by such forward-looking statements. Our actual results could differ materially from those anticipated in these forward-looking statements.
The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: Onvia fails to increase and retain contract value of customers using the “target market” strategy; Onvia fails to execute properly on new products, or customers fail to adopt these products or services; Onvia’s investment in technology and new content fails to improve sales penetration and client retention rates; and changes made to Onvia’s technology infrastructure fails to handle the increased demands caused by increasing network traffic and the volume of aggregated data.
Additional information on factors that may impact these forward-looking statements can be found under “Risk Factors,” “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as applicable, in this report, in our 2014 Annual Report on Form 10-K for the year ended December 31, 2014. Onvia assumes no obligation to update forward-looking statements as a result of new information or future events or developments, except as may be required by law. The following discussion should also be read in conjunction with the interim unaudited Condensed Consolidated Financial Statements and accompanying Notes thereto.
In this Report, the words “we,” “our,” “us,” “Onvia,” or the “Company” refer to Onvia, Inc. and its wholly- owned subsidiary.
Company Overview
Onvia is a leading provider of business information and research solutions that help companies plan, market and sell to government agencies throughout the United States (or U.S.). Onvia’s business solutions provide clients online access to proprietary information about government procurement activity across local, state, and federal government agencies. The business intelligence derived from our solutions allows clients to identify and research new market opportunities, analyze market trends, and obtain valuable insights about their competitors and channel partners. We believe our business solutions provide clients with a distinct competitive advantage, increased revenue opportunities, and strategic insight into the public sector market.
Onvia’s target client prospects operate regionally or nationally, have a long-term strategic interest in the public sector and focus primarily on the decentralized State, Local and Education (SLED) market. We believe this model will produce higher margins, providing the flexibility to price products based upon the value that we create for clients, not based upon the cost of fulfillment.
In 2011, we began executing a business transformation plan intended to leverage the Company’s investment in a rich public sector procurement database. Over the last four years we have repositioned Onvia’s value proposition from an aggregator of public procurement documents to a provider of comprehensive public sector business. We believe the business is now positioned for continuing growth in subscription revenue and Adjusted EBITDA (see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” below for more information regarding Adjusted EBITDA).
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The Onvia solution includes access to the Onvia Database, Spending Forecast Center, Term Contract Center, Vendor Center, Purchase Order Analytics and the Onvia Guide. These services are sometimes bundled with management information reports in multiple element arrangements. We allocate revenue from these bundled sales ratably between the subscription services and the management reports based on established list prices for those offerings. Subscriptions to the Onvia Database are typically prepaid, have a minimum term of one year and revenues are recognized ratably over the term of the subscription. Subscriptions are generally priced based upon the geographic range, nature of content purchased, and the number of users accessing the database.
Most of Onvia’s revenues are generated from sales to companies that leverage our information for their own internal use, and to businesses that license our content for redistribution. Revenue from businesses which license our content for resale is classified as Content License revenue. Content license contracts are generally multi-year arrangements and typically have higher annual contract values than our subscription-based services. Revenue from content license agreements is recognized over the term of the agreement.
Onvia was incorporated in January 2000 in the state of Delaware. Our principal corporate office is located in Seattle, Washington. Our securities trade on The NASDAQ Capital Market under the symbol ONVI.
Strategic Initiatives
In 2015, we are executing three initiatives intended to build on the results achieved in 2014 and further accelerate growth in subscription revenue and Adjusted EBITDA.
| · | Our first 2015 initiative is to further accelerate year over year bookings growth. This growth is planned in three key areas: sales to new customers, contract enhancements with existing customers and improved retention of our existing customers. The measure of success for this initiative includes the overall growth in new client bookings, growth in Annual Contract Value (ACV) and improvement in dollar retention. For a discussion of these and other key operating metrics refer to the Executive Summary of Operations and Financial Position below. |
| · | Our second 2015 initiative is to enhance the existing Onvia platform and provide improved content which further aligns to customer needs. This initiative includes the continued transition of our target market clients to the Onvia 7 search platform. The Onvia 7 platform is intended to deliver more actionable opportunities to clients than the current limitations of literal keyword searching. Keyword searches against a broad, unstructured dataset can often miss opportunities or return too much irrelevant information depending on the keywords selected. The Onvia 7 platform identifies the essence of a project or opportunity using concepts instead of keywords, leveraging our proprietary dictionary of terms, technology and business rules. Onvia 7 should become a significant competitive advantage for our clients. |
During 2015, we continue to build proprietary ontologies for each of our target markets served. As of September 30, 2015, we have completed ontologies for two of our three major verticals, Information Technology and Business Services. Once an ontology is complete for a market sector, we begin the process of migrating clients to the new Onvia 7 search paradigm. We expect to migrate the majority of clients in our target markets to Onvia 7 by the end of 2015. Some of our larger clients that operate in more than one market will likely be migrated in 2016 since all of the ontologies will need to be completed before these larger clients can be migrated.
| · | Our third and final 2015 initiative is to improve the existing information technology infrastructure as a means to reduce complexity, accelerate product development and reduce costs long-term. We continue to focus this initiative on three major areas. The first focus is moving to an open source search technology which will increase our capacity for search and improve search speed. Work on this project is substantially complete and we are preparing to roll this out in the first quarter of 2016. Secondly, we will be changing database structures to allow for faster more agile product enhancements in the future. The technology of choice has been identified and the initial phase of this project has begun. Finally, we are addressing areas where data capture can be further automated to allow for cost effective scaling of data aggregation. We do not anticipate annual capital expenditures to increase over historical levels as a result of these technology improvements. |
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Executive Summary of Operations and Financial Position
Our primary clients are businesses that are strategically focused on selling their goods and services into the public sector. As discussed above, we sell into this target market through two sales channels: businesses that leverage our information for their own internal use and businesses that license our content for redistribution (i.e. content license).
We manage the business using the following key client metrics:
Annual Contract Value, or ACV
ACV represents the annualized aggregate revenue value of all subscription contracts as of the end of the quarter. ACV is driven by Annual Contract Value per Client (ACVC) and the number of clients. Most of Onvia’s revenues are generated from subscription contracts. The contract value of multi-year content distribution partnerships, stand-alone management reports, document download services and list rental services are not included in the calculation of ACV.
ACV increased by 5% to $22.1 million in the third quarter of 2015 from $21.1 million for the same period one year ago. The continued growth in ACV indicates that new client acquisitions, contract expansions and improving client retention rates have more than offset the impact of client attrition compared to the previous 12 months. The growth rate in ACV can fluctuate from year to year based on the timing and amount of ACV available for renewal in addition to the mix of tenured and first year clients expiring in each period, as tenured clients tend to renew at a higher rate than first year clients.
Dollar Retention
Since the first quarter of 2014 we have reported dollar retention, which measures the dollars renewed on the available base of expiring contracts over the preceding twelve months. Dollar retention is calculated on a percentage basis by dividing the contract value of subscription contracts renewed, including the value of contract upgrades, during the most recent twelve-month period by the total value of subscription contracts expiring over the same period. Dollar retention measures the percentage of dollars retained from the population of expiring contracts over a twelve month period.
In the twelve months ended September 30, 2015, dollar retention was flat at 88% compared to the twelve months ended September 30, 2014. Dollar retention can fluctuate from period to period due to the mix of first year and tenured clients expiring in each period. Dollar retention, in conjunction with ACV, provides insight in to our subscription retention rate and ability to generate future subscription revenue.
Number of Clients
Number of clients represents the number of individual businesses subscribing to our products.
At the end of the third quarter, our total client base decreased 7% to 3,100 clients compared to 3,350 clients in the same year-ago period and decreased 3% compared to the second quarter of 2015. Our strategy is to continue to improve profitability by acquiring and managing fewer, but more strategic clients at higher ACVC. We continue to believe that ACV is a better measure of sales effectiveness than the number of clients.
Annual Contract Value per Client, or ACVC
Annual contract value per client is the ACV divided by the number of clients and indicates the average value of each of our subscriptions.
ACVC increased 13% to $7,116 in the third quarter of 2015 compared to $6,286 in the third quarter of 2014. Growth in ACVC demonstrates success in executing our initiative to acquire and retain clients with strategic interest in the public sector at a regional or national level. Companies within this target market typically have higher ACVC and renew at higher rates, which are key attributes of a profitable long-term client.
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Adjusted EBITDA
Adjusted EBITDA is not a financial measure calculated and presented in accordance with U.S. generally accepted accounting principles (“GAAP”) and should not be considered as an alternative to net income, operating income or any other financial measures so calculated and presented, nor as an alternative to cash flow from operating activities as a measure of the company’s liquidity. Onvia defines Adjusted EBITDA as net income/(loss) before interest expense and other non-cash financing costs; taxes; depreciation; amortization; and non-cash stock-based compensation. Other companies (including Onvia’s competitors) may define Adjusted EBITDA differently. Onvia presents Adjusted EBITDA because it believes Adjusted EBITDA to be an important supplemental measure of performance that is commonly used by securities analysts, investors and other interested parties in the evaluation of companies in similar industries and size. Management also uses this information internally for forecasting and budgeting. It may not be indicative of the historical operating results of Onvia nor is it intended to be predictive of potential future results. Investors should not consider Adjusted EBITDA in isolation or as a substitute for analysis of results as reported under GAAP.
The following table provides a reconciliation of GAAP net income/(loss) to Adjusted EBITDA for the periods indicated (in thousands of dollars):
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | September 30, | September 30, | |||||||||||||
| 2015 | 2014 | 2015 | 2014 | |||||||||||||
| GAAP net income/(loss) | $ | 9 | $ | (42 | ) | $ | (388 | ) | $ | (248 | ) | |||||
| Reconciling items from GAAP to adjusted EBITDA | ||||||||||||||||
| Interest and other income, net | (6 | ) | (2 | ) | (30 | ) | (7 | ) | ||||||||
| Depreciation and amortization | 544 | 785 | 1,766 | 2,404 | ||||||||||||
| Amortization of stock-based compensation | 34 | 46 | 78 | 130 | ||||||||||||
| Adjusted EBITDA | $ | 581 | $ | 787 | $ | 1,426 | $ | 2,279 | ||||||||
Adjusted EBITDA for the three and nine months ended September 30, 2015 includes $130,000 and $461,000 in employee separations costs, respectively. In addition, Adjusted EBITDA for the nine months ended September 30, 2015 includes $299,000 in non-recurring legal and consulting fees.
Seasonality
Our client acquisition business is subject to some seasonal fluctuations. The second and third quarters are generally slower than the first and fourth quarters for client acquisition. Infrastructure is our single largest market and these prospects are typically engaged on projects during the spring and summer months, not prospecting for new work, which causes new client acquisition to decline compared to the first and fourth quarters in the year. For this reason, comparisons of the performance of our business quarter to consecutive quarter may not provide the most relevant information, and so in addition to sequential quarter comparisons, our quarterly results and metrics should be considered on the basis of results for the whole year or by comparing results in a quarter with the results in the same quarter of the previous year.
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Results of Operations for the Three and Nine Months Ended September 30, 2015 Compared to the Three and Nine Months Ended September 30, 2014
Revenue and Cost of Revenue
The following table provides a breakdown of revenue for the periods presented as a percentage of total revenue:
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2015 | 2014 | 2015 | 2014 | |||||||||||||
| Revenue | $ | 5,887 | $ | 5,700 | $ | 17,626 | $ | 16,883 | ||||||||
| Revenue: | ||||||||||||||||
| Subscription | 92 | % | 90 | % | 91 | % | 90 | % | ||||||||
| Content license | 7 | % | 8 | % | 7 | % | 8 | % | ||||||||
| Management information reports | 0 | % | 1 | % | 1 | % | 1 | % | ||||||||
| Other | 1 | % | 1 | % | 1 | % | 1 | % | ||||||||
| Total revenue | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||
Subscription revenue for the three and nine months ended September 30, 2015 grew 6% each period to $5.4 million and $16.0 million, respectively, over the same periods in 2014. The growth in subscription revenue reflects a sustained growth in ACV over the past year. Growth in ACV indicates that new client acquisitions, contract expansions and improving client retention rates have more than offset the impact of client attrition.
Total revenue for the three and nine months ended September 30, 2015 was $5.9 million and $17.6 million, up by 3% and 4%, respectively, compared to the same periods last year. In addition to subscription revenue, total revenue includes content license and report revenue.
Cost of revenue for the three and nine months ended September 30, 2015 and 2014 was as follows (in thousands of dollars):
| Increase / (Decrease) | ||||||||||||||||
| 2014 | 2013 | Amount | Percent | |||||||||||||
| Three months ended September 30, | $ | 783 | $ | 801 | $ | (18 | ) | (2 | %) | |||||||
| Percentage of Revenue | 13 | % | 14 | % | ||||||||||||
| Nine months ended September 30, | 2,414 | 2,475 | (61 | ) | (2 | %) | ||||||||||
| Percentage of Revenue | 14 | % | 15 | % | ||||||||||||
Our cost of revenue primarily represents payroll-related expenses associated with the research and aggregation of the data in our proprietary database and third-party content fees, and also includes credit card processing fees. The decrease for the comparable three and nine month periods was due to individually immaterial changes.
Certain amounts in cost of revenue for 2014 have been reclassified as operating expenses to conform to current period presentation. The reclassification is a result of organization changes made in the first quarter of 2015 to adopt our current content strategy and, as a result, certain payroll-related expenses are now reflected in operating expenses as technology and development and sales and marketing.
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Sales and Marketing
Sales and marketing expenses for the three and nine months ended September 30, 2015 and 2014 were as follows (in thousands of dollars):
| Increase / (Decrease) | ||||||||||||||||
| 2014 | 2013 | Amount | Percent | |||||||||||||
| Three months ended September 30, | $ | 3,246 | $ | 3,002 | $ | 244 | 8 | % | ||||||||
| Percentage of Revenue | 55 | % | 53 | % | ||||||||||||
| Nine months ended September 30, | 9,454 | 8,827 | 627 | 7 | % | |||||||||||
| Percentage of Revenue | 54 | % | 52 | % | ||||||||||||
The increase in expenses for the comparable three month periods is due to a $148,000 increase in contract labor and consulting costs necessary to support our ongoing product development, a $66,000 increase in payroll related investment, including certain employee separation costs, incurred to support our initiatives in sales, marketing and product development, and other individually immaterial changes.
The increase in expenses for the comparable nine month periods is related to $441,000 in payroll related investment, including certain employee separation costs, incurred to support our initiatives in sales, marketing and product development, a $253,000 increase in for contract labor and consulting costs necessary to support our ongoing product development, and other individually immaterial changes.
Technology and Development
Technology and development expenses for the three and nine months ended September 30, 2015 and 2014 were as follows (in thousands of dollars):
| Increase / (Decrease) | ||||||||||||||||
| 2014 | 2013 | Amount | Percent | |||||||||||||
| Three months ended September 30, | $ | 1,067 | $ | 1,035 | $ | 32 | 3 | % | ||||||||
| Percentage of Revenue | 18 | % | 18 | % | ||||||||||||
| Nine months ended September 30, | 3,161 | 3,176 | (15 | ) | (0 | %) | ||||||||||
| Percentage of Revenue | 18 | % | 19 | % | ||||||||||||
The increase in expenses for the comparable three month periods is primarily comprised of an increase in payroll related costs incurred to fill software development positions open in the same period last year, partially offset by a decrease in amortization costs.
The decrease in expenses for the comparable nine month periods is primarily attributed to a decrease in amortization costs, partially offset by an increase in payroll related costs incurred to fill software development positions open in the same period last year and an increase in costs capitalized as internal software development.
General and Administrative
General and administrative expenses for the three and nine months ended September 30, 2015 and 2014 were as follows (in thousands of dollars):
| Increase / (Decrease) | ||||||||||||||||
| 2014 | 2013 | Amount | Percent | |||||||||||||
| Three months ended September 30, | $ | 788 | $ | 906 | $ | (118 | ) | (13 | %) | |||||||
| Percentage of Revenue | 13 | % | 16 | % | ||||||||||||
| Nine months ended September 30, | 3,015 | 2,660 | 355 | 13 | % | |||||||||||
| Percentage of Revenue | 17 | % | 16 | % | ||||||||||||
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The decrease in expenses for the comparable three month periods is due to a $38,000 decrease in professional services, a $26,000 decrease in recruiting fees, a $25,000 decrease in payroll related costs due to lower headcount, and other individually immaterial changes.
The increase in expenses for the comparable nine month periods is due to $299,000 of non-recurring legal and consulting fees and $170,000 of employee separation costs, offset by a $49,000 decrease in business taxes and a $37,000 decrease in amortization costs.
Critical Accounting Policies and Management Estimates
Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates including, but not limited to, those affecting the fair value of stock-based compensation, allowance for doubtful accounts, capitalization of costs for internally developed software, recoverability of long-lived assets, including internally developed software, and the valuation allowance for net deferred tax assets. The brief discussion below is intended to highlight some of the judgments and uncertainties that can impact the application of these policies and the specific dollar amounts reported on our financial statements.
We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, or if management made different judgments or utilized different estimates. Many of our estimates or judgments are based on anticipated future events or performance, and as such, are forward-looking in nature, and are subject to many risks and uncertainties, including those discussed in our Annual Report on Form 10-K for the year ended December 31, 2014 and elsewhere in this Quarterly Report on Form 10-Q. Except as otherwise required by law, we do not undertake any obligation to update or revise this discussion to reflect any future events or circumstances.
For a detailed discussion of our critical accounting policies and estimates, please refer to our Annual Report on Form 10-K for the year ended December 31, 2014.
There have been no material changes in the application of our critical accounting policies and estimates subsequent to that report.
See Note 1 to the interim unaudited Consolidated Financial Statements for the disclosure of recently issued accounting pronouncements.
Liquidity and Capital Resources
Our principal sources of liquidity are cash, cash equivalents and available for sale investments. Our combined cash, cash equivalents and available for sale investments were $8.2 million at September 30, 2015. At September 30, 2015, we held $6.4 million in available for sale investments, primarily in FDIC insured or U.S. government backed securities.
If we engage in merger or acquisition transactions or our overall operating plans change, we may require additional equity or debt financing to meet future working capital needs, which may have a dilutive effect on existing stockholders or may include securities that have rights, preferences or privileges senior to those of the rights of our common stock. We cannot make assurances that if additional financing is required, it will be available, or that such financing can be obtained on satisfactory terms.
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From December 31, 2014 to September 30, 2015, cash, cash equivalents and available for sale investments increased by $170,000 for the reasons described below.
Operating Activities
Net cash provided by operating activities was $1.6 million for the nine months ended September 30, 2015 compared to $2.4 million in the same period in 2014. The decrease of $729,000 in net cash provided by operating activities is attributable to a greater net loss and an increase in vendor and payroll disbursements in the nine months ended September 30, 2015 as compared to the same period of 2014.
Investing Activities
Net cash used in investing activities was $1.6 million in the nine months ended September 30, 2015, compared to $2.8 million in the same period in 2014. The decrease of $1.2 million in cash used in investing activities is attributable to a $2.8 million decrease in purchases of investments and a $259,000 decrease in additions to property and equipment and internal use software partially offset by a $1.9 million decrease in sales and maturities of investments.
Financing Activities
Net cash provided by financing activities was $223,000 for the nine months ended September 30, 2015, compared to $38,000 in the same period in the prior year. The increase in cash provided by financing activities is primarily due to a $189,000 decrease in principal payments on capital leases.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
The disclosures under this Item are not required for smaller reporting companies.
Item 4. Controls and Procedures
The Company conducted an evaluation (pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934 (the "Exchange Act")), under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e)) as of September 30, 2015. Based on the evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures were effective as of September 30, 2015.
We made no change in our internal control over financial reporting during the fiscal quarter ended September 30, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. We intend to continue to refine our internal control over financial reporting on an ongoing basis, as we deem appropriate with a view towards continuous improvement.
From time to time, legal proceedings may arise in the ordinary course of business. Although the outcomes of legal proceedings are inherently difficult to predict, we are not currently involved in any legal proceeding in which the outcome, in our judgment based on information currently available, is likely to have a material adverse effect on our business or financial position.
There have been no material changes in our risk factors from those disclosed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2014.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable
None.
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| Number | Description | ||
| 31.1++ | Certification of Henry G. Riner, Chief Executive Officer and President of Onvia, Inc., Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||
| 31.2++ | Certification of Cameron S. Way, Chief Financial Officer and Principal Accounting Officer of Onvia, Inc., Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||
| 32.1++ | Certification of Henry G. Riner, Chief Executive Officer and President of Onvia, Inc., Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
| 32.2++ | Certification of Cameron S. Way, Senior Vice President and Chief Financial Officer of Onvia, Inc., Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
| 101++ | 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Extension Schema | ||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase | ||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase | ||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase | ||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase | ||
++ Furnished herewith
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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.
| ONVIA, INC. | |||
| By: | /s/ Henry G. Riner | ||
| Henry G. Riner | |||
| President and Chief Executive Officer | |||
| By: | /s/ Cameron S. Way | ||
| Cameron S. Way | |||
| Chief Financial Officer and Principal Accounting Officer | |||
Date: November 5, 2015
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