Attached files
| file | filename |
|---|---|
| EX-31.2 - EXHIBIT 31.2 - ONVIA INC | exh_312.htm |
| EX-31.1 - EXHIBIT 31.1 - ONVIA INC | exh_311.htm |
| EX-32.2 - EXHIBIT 32.2 - ONVIA INC | exh_322.htm |
| EX-32.1 - EXHIBIT 32.1 - ONVIA INC | exh_321.htm |
| EX-10.1 - EXHIBIT 10.1 - ONVIA INC | exh_101.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 March 31, 2016
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: 7,125,484 shares outstanding as of April 29, 2016.
ONVIA, INC.
INDEX
Onvia, Inc.
Condensed Consolidated Balance Sheets
| March 31, 2016 | December 31, 2015 | |||||||
| (Unaudited) | ||||||||
| (In thousands, except share data) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | 2,450 | $ | 1,483 | ||||
| Short-term investments, available-for-sale | 5,552 | 5,275 | ||||||
| Accounts receivable, net of allowance for doubtful accounts of $45 and $32 | 1,797 | 1,298 | ||||||
| Prepaid expenses and other current assets | 925 | 1,075 | ||||||
| Total current assets | 10,724 | 9,131 | ||||||
| LONG TERM ASSETS: | ||||||||
| Property and equipment, net of accumulated depreciation | 963 | 1,036 | ||||||
| Internal use software, net of accumulated amortization | 5,177 | 5,091 | ||||||
| Other long-term assets | 248 | 260 | ||||||
| Total long term assets | 6,388 | 6,387 | ||||||
| TOTAL ASSETS | $ | 17,112 | $ | 15,518 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable | $ | 791 | $ | 499 | ||||
| Accrued expenses | 753 | 937 | ||||||
| Unearned revenue, current portion | 10,161 | 8,821 | ||||||
| Other current liabilities | 116 | 103 | ||||||
| - | ||||||||
| Total current liabilities | 11,821 | 10,360 | ||||||
| LONG TERM LIABILITIES: | ||||||||
| Unearned revenue, net of current portion | 315 | 283 | ||||||
| Deferred rent, net of current portion | 611 | 575 | ||||||
| Other long-term liabilities | 37 | 43 | ||||||
| Total long term liabilities | 963 | 901 | ||||||
| TOTAL LIABILITIES | 12,784 | 11,261 | ||||||
| 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; 8,717,788 and 8,717,788 shares issued; and 7,125,484 and 7,125,484 shares outstanding | 1 | 1 | ||||||
| Treasury stock, at cost: 1,592,304 and 1,592,304 shares | (5,446 | ) | (5,446 | ) | ||||
| Additional paid in capital | 354,260 | 354,212 | ||||||
| Accumulated other comprehensive gain/(loss) | 1 | (3 | ) | |||||
| Accumulated deficit | (344,488 | ) | (344,507 | ) | ||||
| Total stockholders’ equity | 4,328 | 4,257 | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 17,112 | $ | 15,518 | ||||
See accompanying notes to the unaudited Condensed Consolidated Financial Statements.
| 1 |
Onvia, Inc.
Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss)
| Three Months Ended March 31, | ||||||||
| 2016 | 2015 | |||||||
| (Unaudited) | ||||||||
| (In thousands, except per share data) | ||||||||
| Revenue | ||||||||
| Subscription | $ | 5,594 | $ | 5,263 | ||||
| Content license | 404 | 462 | ||||||
| Management information reports | 16 | 48 | ||||||
| Other | 48 | 72 | ||||||
| Total revenue | 6,062 | 5,845 | ||||||
| Cost of revenue (exclusive of depreciation and amortization included below) | 764 | 793 | ||||||
| Gross margin | 5,298 | 5,052 | ||||||
| Operating expenses: | ||||||||
| Sales and marketing | 2,891 | 2,806 | ||||||
| Technology and development | 1,479 | 1,316 | ||||||
| General and administrative | 916 | 1,409 | ||||||
| Total operating expenses | 5,286 | 5,531 | ||||||
| Income/(loss) from operations | 12 | (479 | ) | |||||
| Interest and other income, net | 7 | 2 | ||||||
| Net income/(loss) | $ | 19 | $ | (477 | ) | |||
| Unrealized gain on available-for-sale securities | 3 | - | ||||||
| Comprehensive income/(loss) | $ | 22 | $ | (477 | ) | |||
| Basic net income/(loss) per common share | $ | 0.00 | $ | (0.06 | ) | |||
| Diluted net income/(loss) per common share | $ | 0.00 | $ | (0.06 | ) | |||
| Basic weighted average shares outstanding | 7,125 | 7,401 | ||||||
| Diluted weighted average shares outstanding | 7,193 | 7,401 | ||||||
See accompanying notes to the unaudited Condensed Consolidated Financial Statements.
| 2 |
Onvia, Inc.
Condensed Consolidated Statements of Cash Flows
| Three Months Ended March 31, | ||||||||
| 2016 | 2015 | |||||||
| (Unaudited) | ||||||||
| (In thousands) | ||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net income/(loss) | $ | 19 | $ | (477 | ) | |||
| Adjustments to reconcile net income/(loss) to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | 500 | 649 | ||||||
| Stock-based compensation | 48 | 22 | ||||||
| Loss on sale of property and equipment | - | 2 | ||||||
| Change in operating assets and liabilities: | ||||||||
| Accounts receivable | (499 | ) | 192 | |||||
| Prepaid expenses and other assets | 162 | (633 | ) | |||||
| Accounts payable | 171 | 78 | ||||||
| Accrued expenses | (184 | ) | (172 | ) | ||||
| Unearned revenue | 1,373 | 1,035 | ||||||
| Deferred rent | 49 | 53 | ||||||
| Net cash provided by operating activities | 1,639 | 749 | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Additions to property and equipment | (57 | ) | (68 | ) | ||||
| Additions to internal use software | (341 | ) | (407 | ) | ||||
| Purchases of investments | (1,878 | ) | (2,712 | ) | ||||
| Maturities of investments | 1,604 | 2,833 | ||||||
| Proceeds from sale of equipment | - | 8 | ||||||
| Net cash used in investing activities | (672 | ) | (346 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from exercise of stock options | - | 1 | ||||||
| Net cash provided by financing activities | - | 1 | ||||||
| Net increase in cash and cash equivalents | 967 | 404 | ||||||
| Cash and cash equivalents, beginning of period | 1,483 | 1,577 | ||||||
| Cash and cash equivalents, end of period | $ | 2,450 | $ | 1,981 | ||||
| SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
| Property and equipment additions in accounts payable | (18 | ) | - | |||||
| Internal use software additions in accounts payable | (161 | ) | (227 | ) | ||||
See accompanying notes to the unaudited Condensed Consolidated Financial Statements.
| 3 |
Onvia, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
| 1. | Accounting Policies |
Basis of Presentation
The unaudited interim Condensed Consolidated Financial Statements and related notes thereto have been prepared pursuant to generally accepted accounting principles in the United States of America, (“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 unaudited interim 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, 2015 (“2015 Annual Report”).
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.
Interim results are not necessarily indicative of results for a full year.
Reclassifications
Certain amounts in sales and marketing operating expense for 2015 have been reclassified as technology and development operating expenses to conform to current period presentation.
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 authoritative guidance for revenue from contracts with customers, which provides a single comprehensive revenue recognition model to apply in determining how and when to recognize revenue. The core principle of the guidance is that an entity should recognize revenue to 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. When applying the new revenue model to contracts with customers the guidance requires five steps to be applied, which include: 1) identify the contract(s) with a customer, 2) identify the performance obligations in the contract, 3) determine the transaction price, 4) allocate the transaction price to the performance obligations in the contract and 5) recognize revenue when (or as) the entity satisfies a performance obligation. The guidance also requires both quantitative and qualitative disclosures, which are more comprehensive than existing revenue standards. The disclosures are intended to enable financial statement users to understand the nature, timing and uncertainty of revenue and the related cash flow. This guidance will be effective for Onvia in the first quarter of 2018 and early adoption is permitted beginning in the first quarter of 2017. The Company is currently assessing the impact the guidance will have upon adoption.
| 4 |
In November 2015, the FASB issued authoritative guidance amending the accounting for income taxes and requiring all deferred tax assets and liabilities to be classified as non-current on the balance sheet. The objective of the guidance is to simplify the presentation as current GAAP requires the Company to separate the deferred tax assets into current and noncurrent amounts. The FASB concluded that the current presentation does not benefit financial statement users because the classification does not align with the time period in which the deferred tax amounts are expected to be recovered. The guidance will be effective for reporting periods beginning after December 15, 2016, with early adoption permitted. The guidance may be adopted either prospectively or retrospectively. The Company is currently assessing the impact the guidance will have upon adoption but does not expect it to have a material impact on its consolidated financial statements.
In February 2016, the FASB issued authoritative guidance which requires lessees to recognize on the balance sheet assets and liabilities for leases with lease terms of more than 12 months. Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, unlike current GAAP—which requires only capital leases to be recognized on the balance sheet—the new guidance will require both types of leases to be recognized on the balance sheet. The guidance will take effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. This guidance shall be applied at the beginning of the earliest period presented using the modified retrospective approach, which includes a number of practical expedients that an entity may elect to apply. Early application of the guidance is permitted. The Company is evaluating the adoption of this guidance and the potential effects on its consolidated financial statements.
In March 2016, the FASB issued authoritative guidance on accounting for share-based payment transactions. The guidance makes several modifications related to the accounting for forfeitures, employer tax withholding on share-based compensation and the financial statement presentation of excess tax benefits or deficiencies and clarifies the statement of cash flows presentation for certain components of share-based awards. The standard is effective for interim and annual reporting periods beginning after December 15, 2016, although early adoption is permitted. The Company is currently assessing how the adoption of this standard will impact the Company’s results of operations, financial condition or cash flows.
| 2. | Stock-Based Compensation |
The impact on Onvia’s results of operations of recording stock-based compensation was as follows for the three months ended March 31, 2016 and 2015, respectively (in thousands):
| Three Months Ended March 31, | ||||||||
| 2016 | 2015 | |||||||
| Sales and marketing | $ | 12 | $ | 3 | ||||
| Technology and development | 13 | (7 | ) | |||||
| General and administrative | 23 | 26 | ||||||
| Total stock-based compensation | $ | 48 | $ | 22 | ||||
| 3. | Earnings/(Loss) per Share |
Basic net income/(loss) per share is calculated by dividing the net income/(loss) for the period by the weighted average shares of common stock outstanding for the period. Diluted net 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.
| 5 |
The following table sets forth the computation of basic and diluted net income/(loss) per share for the three months ended March 31, 2016 and 2015, (in thousands, except per share data):
| Three Months Ended March 31, | ||||||||
| 2016 | 2015 | |||||||
| Net income/(loss) | $ | 19 | $ | (477 | ) | |||
| Shares used to compute basic net income/(loss) per share | 7,125 | 7,401 | ||||||
| Dilutive potential common shares: | ||||||||
| Stock options | 68 | - | ||||||
| Shares used to compute diluted net income/(loss) per share | 7,193 | 7,401 | ||||||
| Basic net income/(loss) per share | $ | 0.00 | $ | (0.06 | ) | |||
| Diluted net income/(loss) per share | $ | 0.00 | $ | (0.06 | ) | |||
For the three months ended March 31, 2016, the weighted average effect of approximately 467,541 options to purchase shares of common stock were not included in the calculation because the effect would have been anti-dilutive.
For the three months ended March 31, 2015, the weighted average effect of approximately 879,000 options to purchase shares of common stock were not included in the calculation because the effect would have been anti-dilutive.
| 4. | Investments |
Onvia classifies investments in debt securities as available-for-sale, stated at fair value as summarized in the following tables (in thousands):
| March 31, 2016 | ||||||||||||||||
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||||
| U.S. Government backed securities | $ | 1,536 | $ | - | $ | - | $ | 1,536 | ||||||||
| Certificates of Deposit (1) | 3,764 | - | - | 3,764 | ||||||||||||
| Other securities | 252 | - | - | 252 | ||||||||||||
| Total Investments | $ | 5,552 | $ | - | $ | - | $ | 5,552 | ||||||||
| December 31, 2015 | ||||||||||||||||
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||||
| U.S. Government backed securities | $ | 902 | $ | - | $ | - | $ | 902 | ||||||||
| Certificates of Deposit (1) | 4,375 | $ | - | $ | (2 | ) | 4,373 | |||||||||
| Total Investments | $ | 5,277 | $ | - | $ | (2 | ) | $ | 5,275 | |||||||
(1) We evaluated certificates of deposits held as of March 31, 2016 and December 31, 2015 and concluded that they meet the definition of securities as available for sale.
| 6 |
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.
The following tables summarize, by major security type, investments classified as available-for-sale at March 31, 2016 and at December 31, 2015, stated at fair value (in thousands):
| Fair Value Measurements as of March 31, 2016 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| U.S. Government backed securities | $ | - | $ | 1,536 | $ | - | $ | 1,536 | ||||||||
| Certificates of Deposit | - | 3,764 | - | 3,764 | ||||||||||||
| Other securities | - | 252 | - | 252 | ||||||||||||
| Total Investments | $ | - | $ | 5,552 | $ | - | $ | 5,552 | ||||||||
| Fair Value Measurements as of December 31, 2015 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| U.S. Government backed securities | $ | - | $ | 902 | $ | - | $ | 902 | ||||||||
| Certificates of Deposit | - | 4,373 | - | 4,373 | ||||||||||||
| Total Investments | $ | - | $ | 5,275 | $ | - | $ | 5,275 | ||||||||
There were no transfers in or out of Level 2 investments during the first quarter of 2016 and fourth quarter of 2015, and there was no activity in Level 3 fair value measurements during those periods.
| 7 |
| 5. | Prepaid Expenses and Other Current Assets |
Prepaid expenses and other current assets consist of the following (in thousands):
| March 31, 2016 | December 31, 2015 | |||||||
| Prepaid software maintenance agreements | $ | 550 | $ | 690 | ||||
| Other prepaid expenses | 159 | 175 | ||||||
| Prepaid insurance | 116 | 108 | ||||||
| Other receivables | 88 | 94 | ||||||
| Interest receivable | 12 | 8 | ||||||
| $ | 925 | $ | 1,075 | |||||
| 6. | Property and Equipment |
Property and equipment to be held and used consist of the following (in thousands):
| March 31, 2016 | December 31, 2015 | |||||||
| Computer equipment | $ | 3,995 | $ | 3,932 | ||||
| Software | 1,856 | 1,856 | ||||||
| Furniture and fixtures | 120 | 117 | ||||||
| Leasehold improvements | 815 | 815 | ||||||
| Total cost basis | 6,786 | 6,720 | ||||||
| Less accumulated depreciation and amortization | (5,823 | ) | (5,684 | ) | ||||
| Net book value | $ | 963 | $ | 1,036 | ||||
Depreciation expense was $142,000 and $164,000 for the three months ended March 31, 2016 and 2015, respectively. Depreciation expense is included in operating expenses in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss).
| 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 during the three months ended March 31, 2016 and March 31, 2015.
| 8 |
The following table presents a roll-forward of capitalized internal use software for the three months ended March 31, 2016 (in thousands):
| Balance at December 31, 2015 | Additions | Balance at March 31, 2016 | ||||||||||
| Capitalized internal use software | $ | 18,812 | $ | 444 | $ | 19,256 | ||||||
| Accumulated amortization | (13,721 | ) | (358 | ) | (14,079 | ) | ||||||
| $ | 5,091 | $ | 86 | $ | 5,177 | |||||||
Amortization expense was $358,000 and $485,000 for the three months ended March 31, 2016 and 2015, respectively. Amortization expense is included in operating expenses in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss).
| 8. | Accrued Expenses and Other Current Liabilities |
Accrued expenses consist of the following (in thousands):
| March 31, 2016 | December 31, 2015 | |||||||
| Payroll and related liabilities | $ | 715 | $ | 855 | ||||
| Taxes payable and other | 38 | 82 | ||||||
| $ | 753 | $ | 937 | |||||
Other current liabilities consist of the following (in thousands):
| March 31, 2016 | December 31, 2015 | |||||||
| Deferred rent, current portion | 91 | 78 | ||||||
| Obligations under capital leases, current portion | $ | 25 | $ | 25 | ||||
| $ | 116 | $ | 103 | |||||
| 9. | Commitments and Contingencies |
Operating Leases
Onvia has a lease agreement for its corporate offices located in Seattle, Washington that expires in April 2021. Onvia also has a non-cancellable operating lease for office equipment, which expires in June 2019.
The office lease contains rent escalation clauses and rent holidays. Rent expense is recorded on a straight-line basis over the lease term with the difference between the rent paid and the straight-line rent expense recorded as a deferred rent liability. Total rent expense associated with real estate operating leases was $193,000 and $192,000 for the three months ended March 31, 2016 and 2015, respectively.
| 9 |
As of March 31, 2016, 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 | ||||||||||
| 2016 | $ | 638 | $ | 14 | $ | 652 | ||||||
| 2017 | 873 | 20 | 893 | |||||||||
| 2018 | 896 | 20 | 916 | |||||||||
| 2019 | 918 | 10 | 928 | |||||||||
| 2020 | 940 | - | 940 | |||||||||
| 2021 and thereafter | 321 | - | 321 | |||||||||
| $ | 4,586 | $ | 64 | $ | 4,650 | |||||||
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 2016 to 2018. Future required payments under these non-cancellable agreements are as follows for the years ending December 31 (in thousands):
| Purchase Obligations | ||||
| 2016 | $ | 654 | ||
| 2017 | 336 | |||
| 2018 | 273 | |||
| $ | 1,263 | |||
CEO Transition Agreement
On March 28, 2016, the Company and its current President and Chief Executive Officer (“Riner”) entered into a Transition and Release Agreement (the “Transition Agreement”).
Under the terms of the Transition Agreement, Riner will transition into planned retirement and a 12-month consulting relationship with the Company effective no later than June 30, 2017, or such earlier date that Onvia selects and announces a new Chief Executive Officer (“CEO”) (the “Transition Date”). Riner will continue to serve as the Company’s President and CEO on a full-time basis through the Transition Date.
In exchange for Riner’s entry into the Transition Agreement, his covenants and promises described therein, and his entry into an additional Release of Claims Agreement on his last of date of employment with the Company, the Company has agreed to pay Riner a lump sum cash payment of $362,000 on July 8, 2017.
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, 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.
| 10. | Income Taxes |
As of March 31, 2016 and December 31, 2015, 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.
| 10 |
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 March 31, 2016 and December 31, 2015, Onvia’s Federal NOL carryforwards for income tax purposes were approximately $76.8 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 2021. 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 in the amount of $150,000. The letter of credit will be returned at lease termination in April 2021, or earlier, subject to certain office lease conditions. As of March 31, 2016, the stand by letter of credit is secured by a security deposit of $150,000 and included within other long-term assets on the unaudited Condensed Consolidated Balance Sheets.
| 11 |
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 our 2016 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 2015 Annual Report on Form 10-K for the year ended December 31, 2015. 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 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 source of insight and intelligence on government procurement within the State, Local and Education (“SLED”) market. We maintain a proprietary database of detailed procurement activity from the market of 94,000 federal and SLED government agencies across the entire United States. When available, we capture and connect the entire procurement lifecycle of a SLED procurement from the initial budget to the awarded contract. We compile and enhance more than 1.6 million procurement records covering over 600,000 of these procurement events each year, representing 95% of SLED procurement spending, to provide a comprehensive view of this market by government agency, vendor, and procurement type. Onvia intelligence is used by both SLED agencies and businesses that sell (directly or indirectly) to SLED agencies. Government agencies can use our insight to make informed and defensible purchasing decisions, identify potential vendors and meet their fiduciary responsibilities to their constituents. Businesses use our procurement intelligence to qualify short-term revenue opportunities and to obtain early insight into future potential spending for their goods and services, evaluate agency procurement trends, and identify competitor activity and potential teaming partners. Onvia intelligence helps companies identify emerging markets, allocate resources and build their long term SLED strategy.
Onvia maintains a database of proprietary public sector procurement information which includes comprehensive historical and real-time information on procurement activities unavailable elsewhere in the marketplace. We provide access to over 5.0 million procurement-related records connected to more than 400,000 companies from across approximately 86,000 procurement entities nationwide. These records are standardized, formatted and classified within our database each day. We deliver approximately 80% of our bid and RFP content on the same day we capture it from the original source.
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Onvia’s solution is used by clients for long-term strategic planning and near-term sales and marketing activities, tailored to their unique business objectives. We help our clients build specialized searches to identify relevant content and establish workflows to help the client consume the content most effectively. Over time, we expect to continue to enhance our content coverage of valuable data types to meet the business development needs of our strategic clients. Our key offerings include access to the Onvia Database, Project Center, Agency Center, Vendor Center, Spending Forecast Center, Term Contract Center, Purchase Order Analytics and the Onvia Guide.
We have a diverse client base from large Fortune 500 companies to small businesses that have been Onvia clients for many years. Onvia’s strategic target client has a long-term strategic interest in the SLED market and does business on a regional or national level. As companies expand geographically, their market becomes less transparent, and they have a greater need for business intelligence. We continue to serve a number of small businesses that have been clients since before we changed our target client profile.
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.
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 measure our Strategic and Small Business clients with the following key metrics:
Annual Contract Value (“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 and the number of clients. Most of Onvia’s revenues are generated from subscription contracts, which are typically prepaid and have a minimum term of one year, with revenues recognized ratably over the term of the subscription. Onvia also receives revenue from multi-year content distribution partnerships, stand-alone management reports, document download services, and list rental services, which are not included in the calculation of ACV. Content license contracts are excluded from ACV.
Total ACV increased slightly to $21.9 million in the first quarter of 2016 from $21.8 million for the same period one year ago. The ACV for Strategic Accounts grew 4% to $17.1 million at March 31, 2016 compared to $16.4 million at March 31, 2015. 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. The growth rate in ACV can fluctuate from year to year based on timing in the 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.
Number of Clients
Number of clients represents the number of individual businesses subscribing to our products.
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As of March 31, 2016, Onvia’s total client base decreased 9% to 2,950 clients compared to 3,250 clients one year ago. However, the client base for Strategic Accounts increased 2% to 1,330 compared to the same period one year ago. Onvia’s strategy is to continue to improve profitability by acquiring and managing fewer, but more strategic clients at higher ACVC. We believe that ACV is a better measure of sales effectiveness than the number of clients.
Annual Contract Value per Client (“ACVC”)
ACVC is the ACV divided by the number of clients and indicates the average value of each of our subscriptions.
Total ACVC increased 10% to $7,421 in the first quarter of 2016 compared to $6,729 in the first quarter of 2015. The ACVC for Strategic Accounts grew 2% to $12,838 as of March 31, 2016, compared to $12,619 one year ago. Management anticipates new client ACVC will fluctuate from period to period based on the mix of product levels included in acquisition bookings for a particular period. Growth in overall ACVC demonstrates that an increasing number of clients have a 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.
Dollar Retention
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 March 31, 2016, dollar retention was 87% compared to 88% in the twelve months ended March 31, 2015. 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.
Adjusted EBITDA
Adjusted EBITDA is not a financial measure calculated and presented in accordance with 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; other income; 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.
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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 | ||||||||
| March 31, 2016 | March 31, 2015 | |||||||
| GAAP net income/(loss) | $ | 19 | $ | (477 | ) | |||
| Reconciling items from GAAP to adjusted EBITDA | ||||||||
| Interest and other income, net | (7 | ) | (2 | ) | ||||
| Depreciation and amortization | 500 | 649 | ||||||
| Amortization of stock-based compensation | 48 | 22 | ||||||
| Adjusted EBITDA | $ | 560 | $ | 192 | ||||
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, rather than 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.
Results of Operations for the Three Months Ended March 31, 2016 Compared to the Three Months Ended March 31, 2015
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 March 31, | ||||||||
| 2016 | 2015 | |||||||
| Revenue | $ | 6,062 | $ | 5,845 | ||||
| Revenue: | ||||||||
| Subscription | 92 | % | 90 | % | ||||
| Content license | 7 | % | 8 | % | ||||
| Management information reports | 0 | % | 1 | % | ||||
| Other | 1 | % | 1 | % | ||||
| Total revenue | 100 | % | 100 | % | ||||
Subscription revenue for the three months ended March 31, 2016 grew 6%, to $5.6 million over the same period in 2015. The growth in subscription revenue is primarily a result of improved sales to new clients and retention of existing clients compared to the same period last year.
Total revenue for the three months ended March 31, 2016 was $6.1 million, up by 4% compared to the same period last year. In addition to subscription revenue, total revenue includes content license and report revenue.
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Cost of revenue for the three months ended March 31, 2016 and March 31, 2015 was as follows (in thousands of dollars):
| Increase / (Decrease) | ||||||||||||||||
| 2016 | 2015 | Amount | Percent | |||||||||||||
| Three months ended March 31, | $ | 764 | $ | 793 | $ | (29 | ) | (4 | %) | |||||||
| Percentage of revenue | 13 | % | 14 | % | ||||||||||||
Our cost of revenue primarily represents payroll-related expenses associated with the research, capture and enhancement of data in our proprietary database and third-party content fees, and also includes credit card processing fees. The decrease compared to the prior year same quarter is due to a decrease in headcount and other individually immaterial changes.
Sales and Marketing
Sales and marketing expenses for the three months ended March 31, 2016 and March 31, 2015 were as follows (in thousands of dollars):
| Increase / (Decrease) | ||||||||||||||||
| 2016 | 2015 | Amount | Percent | |||||||||||||
| Current period expenses | $ | 2,643 | $ | 2,486 | $ | 157 | 6 | % | ||||||||
| Depreciation and amortization | 236 | 317 | (81 | ) | (26 | %) | ||||||||||
| Stock based compensation | 12 | 3 | 9 | 304 | % | |||||||||||
| Total for three months ended March 31, | $ | 2,891 | $ | 2,806 | $ | 85 | 3 | % | ||||||||
| Percentage of revenue | 48 | % | 48 | % | ||||||||||||
The increase in expenses for the comparable three month period is primarily related to the addition of sales and marketing leadership necessary to support our growth initiatives and an increase in contract labor to support our Onvia 7 migration initiative, partially offset by an $81,000 decrease in depreciation and amortization costs.
Technology and Development
Technology and development expenses for the three months ended March 31, 2016 and March 31, 2015 were as follows (in thousands of dollars):
| Increase / (Decrease) | ||||||||||||||||
| 2016 | 2015 | Amount | Percent | |||||||||||||
| Current period expenses | $ | 1,253 | $ | 1,051 | $ | 202 | 19 | % | ||||||||
| Depreciation and amortization | 213 | 272 | (60 | ) | (22 | %) | ||||||||||
| Stock based compensation | 13 | (7 | ) | 20 | (280 | %) | ||||||||||
| Total for three months ended March 31, | $ | 1,479 | $ | 1,316 | $ | 163 | 12 | % | ||||||||
| Percentage of revenue | 24 | % | 23 | % | ||||||||||||
The increase in expenses for the comparable three month period is primarily related to an increase in payroll related expenses as required to support our ongoing product development effort and other individually immaterial changes, partially offset by a $60,000 decrease in depreciation and amortization costs.
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General and Administrative
General and administrative expenses for the three months ended March 31, 2016 and March 31, 2015 were as follows (in thousands of dollars):
| Increase / (Decrease) | ||||||||||||||||
| 2016 | 2015 | Amount | Percent | |||||||||||||
| Current period expenses | $ | 841 | $ | 1,324 | $ | (483 | ) | (36 | %) | |||||||
| Depreciation and amortization | 52 | 59 | (7 | ) | (13 | %) | ||||||||||
| Stock based compensation | 23 | 26 | (3 | ) | (13 | %) | ||||||||||
| Total for three months ended March 31, | $ | 916 | $ | 1,409 | $ | (493 | ) | (35 | %) | |||||||
| Percentage of revenue | 15 | % | 24 | % | ||||||||||||
The decrease in expenses for the comparable three month period is primarily due to $435,000 of special project legal and consulting fees authorized by our Board of Directors in the first quarter of 2015 which were not incurred in 2016.
Interest and Other Income, Net
Net interest and other income was $7,000 for the three months ended March 31, 2016, compared to $2,000 for the same period in 2015.
Net Income/(Loss) and Net Income/(Loss) per Share
We reported net income of $19,000 for the three months ended March 31, 2016 compared to net loss of $477,000 for the same period of 2015. On a diluted per share basis, net income was $0.00 and net loss was $0.06 for the three months ended March 31, 2016 and 2015, respectively.
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 GAAP. 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, 2015 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, 2015.
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 accompanying unaudited Consolidated Financial Statements for the issuance of recent accounting pronouncements.
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Liquidity and Capital Resources
Our principal sources of liquidity are cash, cash equivalents and available for sale investments. Our combined cash and cash equivalents and available for sale investments were $8.0 million at March 31, 2016. At March 31, 2016, we held $5.5 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.
From December 31, 2015 to March 31, 2016, cash, cash equivalents and available for sale investments increased by $1.2 million for the reasons described below.
Operating Activities
Net cash provided by operating activities was $1,639,000 for the three months ended March 31, 2016, compared to $749,000 in the same period in 2015. The increase is primarily due to the net change in operating assets and liabilities resulting from timing of cash receipts from higher client bookings and lower operating expenses compared to the same period of the prior year.
Investing Activities
Net cash used in investing activities was $672,000 in the three months ended March 31, 2016, compared to $346,000 in the same period in 2015. The increase of $326,000 in cash used in investing activities is attributable to a $395,000 decrease in cash provided by net maturities of investments partially offset by a $77,000 decrease in additions to property and equipment and internal use software.
Financing Activities
Net cash provided by financing activities was $0 in the three months ended March 31, 2016, compared to $1,000 in the same period in 2015.
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 March 31, 2016. Based on the evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures were effective as of March 31, 2016.
We made no change in our internal control over financial reporting during the fiscal quarter ended March 31, 2016 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.
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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, 2015.
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 |
| 10.1*++ | Transition and Release Agreement, dated March 28, 2016, between Onvia Inc. and Henry Riner |
| 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 |
* Executive Compensation Plan or Agreement
++ 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: May 9, 2016
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