<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[x] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the period ended September 30, 2000.
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from January 1, 2000 to September 30, 2000.
-------------- ------------------
Commission file number 0-29098
NAVIDEC, INC.
(Exact name of Registrant as specified in its charter)
COLORADO 33-0502730
(State or other (IRS Employer
jurisdiction of Identification No.)
incorporation)
6399 S. Fiddler's Green Circle, Suite 300 Greenwood Village, Colorado 80111
(Address of principal executive offices)
Registrant's telephone number: 303-222-1000
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of November 10, 2000, Registrant had 11,024,385 shares of common stock
outstanding
<PAGE> 2
NAVIDEC, INC.
INDEX
PART I. FINANCIAL INFORMATION
===============================
Item 1. Financial Statements (Unaudited)
Balance Sheets as of September 30, 2000 and December 31, 1999
Statements of Operations, Three and Nine months ended September
30, 2000 and 1999
Statements of Cash Flows,
Nine months ended September 30, 2000 and 1999
Notes to Financial Statements
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
PART II. OTHER INFORMATION
============================
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
This report contains forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the
Securities Act of 1933, as amended, and is subject to the safe harbors created
by those sections. These forward-looking statements are subject to significant
risks and uncertainties, including those identified in the section of this Form
10-Q entitled "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Factors That May Affect Future Operating Results,"
which may cause actual results to differ materially from those discussed in such
forward-looking statements. The forward-looking statements within this Form 10-Q
are identified by words such as "believes," "anticipates," "expects," "intends,"
"may," "will" and other similar expressions. However, these words are not the
exclusive means of identifying such statements. In addition, any statements
which refer to expectations, projections or other characterizations of future
events or circumstances are forward-looking statements. The Company undertakes
no obligation to publicly release the results of any revisions to these
forward-looking statements which may be made to reflect events or circumstances
occurring subsequent to the filing of this Form 10-Q with the Securities and
Exchange Commission ("SEC"). Readers are urged to carefully review and consider
the various disclosures made by the Company in this report and in the Company's
other reports filed with the SEC that attempt to advise interested parties of
the risks and factors that may affect the Company's business.
<PAGE> 3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
NAVIDEC, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share information)
<TABLE>
<CAPTION>
ASSETS
December 31, September 30,
1999 2000
--------------- ---------------
(unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 35,860 $ 5,037
Investment in debt securities 9,855 6,712
Accounts receivable, net of allowance for doubtful
accounts of $307 and $669, respectively 4,371 6,822
Costs and estimated earnings in excess of billings 148 2,655
Inventory 846 566
Notes receivable -- 3,700
Prepaid expenses and other 885 314
--------------- ---------------
Total current assets 51,965 25,806
PROPERTY EQUIPMENT AND SOFTWARE, net of accumulated
depreciation of $1,508 and $2,864, respectively 7,398 6,308
OTHER ASSETS:
Goodwill and other intangibles, net of accumulated
amortization of $244 on December 31, 1999 1,175 --
Deferred financing costs less amortization of $45 and $53 901 224
Investments 3,199 4,195
Investment in Carpoint -- 56,670
Investment in IADMA 390 --
Other -- 142
--------------- ---------------
Total other assets 5,665 61,231
--------------- ---------------
TOTAL ASSETS $ 65,028 $ 93,345
=============== ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 3,437 $ 884
Bank overdrafts 149 --
Accrued liabilities 1,692 884
Current portion of capital lease obligations 423 820
Current portion of notes payable -- 180
Deferred revenue -- 508
Other -- 1,458
--------------- ---------------
Total current liabilities 5,701 4,734
CAPITAL LEASE OBLIGATIONS, net of current portion 356 766
CONVERTIBLE DEBT OBLIGATIONS
net of unamortized discount of $1,324
and $369, respectively 19,876 5,854
OTHER -- 5,667
DEFERRED INCOME TAXES -- 9,839
NOTES PAYABLE, NET OF CURRENT PORTION -- 720
SHAREHOLDERS' EQUITY:
Common stock, no par value, 20,000,000 shares authorized,
10,855,000 and 11,024,000 shares issued and outstanding,
respectively 54,910 54,236
Warrants for common stock 1,207 1,149
Accumulated other comprehensive income 290 1,284
Retained earnings (accumulated deficit) (17,312) 9,096
--------------- ---------------
Total shareholders' equity 39,095 65,765
--------------- ---------------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 65,028 $ 93,345
=============== ===============
</TABLE>
The accompanying notes to consolidated financial statements are an integral
part of these statements.
<PAGE> 4
NAVIDEC, INC.
STATEMENTS OF OPERATIONS
(in thousands, except shares and per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
1999 2000 1999 2000
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
REVENUE $ 4,473 $ 8,641 $ 12,706 $ 22,845
COST OF REVENUE 2,442 4,274 7,457 11,558
------------ ------------ ------------ ------------
GROSS PROFIT 2,031 4,367 5,249 11,287
OPERATING EXPENSES
DriveOff.com operating expenses 2,705 4,708 5,782 14,812
Product development 164 1,467 803 5,114
General and administrative 1,212 1,977 2,574 6,487
Sales and marketing 337 2,221 951 4,773
------------ ------------ ------------ ------------
Total operating expenses 4,418 10,373 10,110 31,186
LOSS FROM OPERATIONS (2,387) (6,006) (4,861) (19,899)
OTHER INCOME (EXPENSE)
Other income, net 105 218 218 564
DriveOff.com debt conversion incentive
Payment -- -- -- (5,195)
Gain on Sale of DriveOff.com -- 43,692 -- 43,692
Write down of Investments -- (1,206) -- (1,206)
Gain on issuance of
DriveOff.com equity -- -- -- 18,291
------------ ------------ ------------ ------------
Total other income, net 105 42,704 218 56,146
NET INCOME (LOSS) BEFORE TAX (2,282) 36,698 (4,643) 36,247
PROVISION FOR INCOME TAXES -- 9,839 -- 9,839
------------ ------------ ------------ ------------
NET INCOME (LOSS) AFTER TAX $ (2,282) $ 26,859 $ (4,643) $ 26,408
============ ============ ============ ============
NET INCOME (LOSS) AFTER TAX
PER SHARE, BASIC $ (.31) $ 2.44 $ (.69) $ 2.40
NET INCOME (LOSS) AFTER TAX
PER SHARE, DILUTED $ (.31) $ 2.19 $ (.69) $ 2.11
============ ============ ============ ============
WEIGHTED-AVERAGE
COMMON SHARES OUTSTANDING,
BASIC 7,433,000 11,014,000 6,717,000 10,994,000
DILUTED 7,433,000 12,312,000 6,717,000 12,600,000
</TABLE>
The accompanying notes to consolidated financial statements are an integral
part of these statements.
<PAGE> 5
Exhibit A
NAVIDEC, INC.
CONSOLIDATED STATEMENTS OF CASH FLOW
For the Nine Months Ended
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
September 30,
1999 2000
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (loss) $ (4,643) $ 26,408
Adjustments to reconcile net income (loss) to net cash
used in operating activities-
Depreciation and amortization 444 1,567
Provision for bad debt 80 362
Provision for differed income taxes -- 9,194
Gain on sale of DriveOff.com -- (56,788)
Write down of investments -- 1,206
Non Cash Interest Expense -- 258
Changes in operating assets and liabilities
Accounts receivable 361 (2,813)
Costs and estimated earnings in excess of billings 2 (2,507)
Inventory (131) 280
Other assets (863) 429
Accounts payable, accruals and other (644) (1,903)
Bank overdraft -- (149)
Deferred revenue -- 508
---------- ----------
Net cash used in operating activities (5,394) (23,948)
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Funding of for notes receivable -- (3,700)
Proceeds from the sale of marketable debt securities -- 3,143
Purchase of investments -- (563)
Purchases of property, equipment and software (2,570) (5,349)
Other -- (565)
---------- ----------
Net cash used in investing activities (2,570) (7,034)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from factoring of accounts receivable 257 --
Payments to factor (460) --
Proceeds from exercise of common stock, options and warrants 17,158 (674)
Proceeds from borrowing -- 900
Payments of capital leases obligations (706) (67)
---------- ----------
Net cash provided by (used in) financing activities 16,249 159
---------- ----------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 8,285 (30,823)
CASH AND CASH EQUIVALENTS, beginning of period 711 35,860
---------- ----------
CASH AND CASH EQUIVALENTS, end of period $ 8,996 $ 5,037
---------- ----------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest $ 88 $ 189
</TABLE>
The accompanying notes to consolidated financial statements are an integral
part of these statements.
<PAGE> 6
NOTES TO FINANCIAL STATEMENTS
(1) BASIS OF PRESENTATION AND MANAGEMENT OPINION
The unaudited financial statements and related notes to the financial statements
presented herein have been prepared by the management of Navidec, Inc. and
subsidiary (the "Company") pursuant to the rules and regulations of the
Securities and Exchange Commission. Accordingly, certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been omitted
pursuant to such rules and regulations. The accompanying financial statements
were prepared in accordance with the accounting policies used in the preparation
of the Company's audited financial statements included in its Annual Report on
Form 10-K for the fiscal year ended December 31, 1999, and should be read in
conjunction with such financial statements and notes thereto.
In the opinion of management, all adjustments (consisting only of normal
recurring adjustments) which are necessary for a fair presentation of operating
results for the interim period presented have been made.
(2) CONVERTIBLE DEBT OBLIGATIONS AND SHAREHOLDERS' EQUITY
On September 30, 1999, WFC Holdings Corporation ("WFC"), a subsidiary of Wells
Fargo & Company, made an investment of $25 million in the Company and
DriveOff.com. Wells Fargo purchased 380,000 shares of the Company's common stock
for $3,800,000 or $9.25 per share and received a note for $6,200,000 that is
convertible into 701,081 shares of the Company's common stock. For its $15
million investment in DriveOff.com, WFC received a note convertible into 3.2
million shares (representing 20% of DriveOff.com's common stock outstanding as
of the closing of the transaction). WFC also received a five year warrant for an
additional 160,000 shares of DriveOff.com, exercisable one year after the
transaction's closing at $6.5625 per share. The Company and DriveOff.com
received the $25 million investment on October 4, 1999.
On June 30, 2000, WFC converted the $14,177,000 note, including accrued interest
of $338,000 and deferred offering costs of $574,000, into common shares of
DriveOff.com. This transaction was accounted for under Staff Accounting Bulletin
("SAB") No. 51, "Accounting by the Parent in Consolidation for Sale of Stock by
Subsidiary" (See Note 9).
Warrants and Options Exercised and Redeemed in 2000
During the first nine months of 2000, the Company had 21,000 warrants exercised
resulting in net proceeds of $97,000 and 149,000 employee options exercised
resulting in net proceeds of $572,000.
(3) COMPREHENSIVE INCOME
Comprehensive income includes net income or loss, changes in certain assets and
liabilities that are reported directly in equity such as translation adjustments
on investments in foreign subsidiaries, and certain changes in minimum pension
liabilities. The Company's comprehensive losses for the three and nine month
periods ended September 30, 1999 and 2000 were:
<TABLE>
<CAPTION>
3 months 9 months
1999 2000 1999 2000
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net income (loss) $ (2,282) $ 26,859 $ (4,643) $ 26,408
Unrealized gain net of taxes -- 584 -- 994
Translation adjustment -- -- -- --
---------- ---------- ---------- ----------
Comprehensive income (loss) $ (2,282) $ 27,443 $ (4,643) $ 27,402
========== ========== ========== ==========
</TABLE>
<PAGE> 7
(4) RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 1998, the FASB, issued Statement of Financial Accounting Standards No.
133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS
133"). SFAS 133 establishes accounting and reporting standards for derivative
financial instruments and hedging activities related to those instruments as
well as other hedging activities. It requires an entity to recognize all
derivatives as either assets or liabilities in the statement of financial
position and measures those instruments at fair value. In June 1999, the FASB
issued Statement of Financial Accounting Standards No. 137, "Accounting for
Derivative Instruments and Hedging Activities - Deferral of the Effective Date
of FASB Statement No. 133 - An amendment of FASB Statement No. 133" ("SFAS
137"). SFAS 137 delays the effective date of SFAS 133 to financial quarters and
financial years beginning after June 15, 2000. The Company does not typically
enter into arrangements that would fall under the scope of SFAS 133 and thus,
management believes that SFAS 133 will not significantly affect the Company's
financial condition and results of operations.
In December 1999, the Securities and Exchange Commission staff released Staff
Accounting Bulletin No. 101, "Revenue Recognition." SAB 101 provides
interpretive guidance on the recognition, presentation and disclosure of revenue
in financial statements. The accounting impact of SAB 101 is required to be
determined no later than the Company's fourth fiscal quarter of 2000. If the
Company determines that its revenue recognition policies must change to be in
compliance with SAB 101, the implementation of SAB 101 will require the Company
to restate its first quarter 2000 results to reflect a cumulative effect of
change in accounting principle as if SAB 101 had been implemented on January 1,
2000. The Company has reviewed SAB 101 and believes that the adoption of SAB
101 will not have a significant impact on its financial position and results of
operations.
In March 2000, the FASB issued FASB Interpretation No. 44, "Accounting for
Certain Transactions Involving Stock Compensation" ("FIN No. 44"). The
Interpretation clarifies the application of APB No. 25 for certain issues
related to equity based instruments issued to employees. FIN No. 44 is effective
on July 1, 2000, except for certain transactions, and will be applied on a
prospective basis. Management believes that FIN No. 44 will not have a
significant impact on its financial statements.
(5) COSTS AND ESTIMATED EARNINGS IN EXCESS OF BILLINGS
Costs and estimated earnings in excess of billings as of September 30, 2000 are
comprised of the following:
<TABLE>
<CAPTION>
<S> <C>
Costs incurred on contracts in progress $1,115,000
Estimated earnings 1,540,000
----------
2,655,000
Less progress billings --
----------
$2,655,000
==========
</TABLE>
(6) INVENTORIES
Inventories are stated at the lower of cost (first-in, first-out) or market, and
consist primarily of products held for resale and use in on-line solutions.
(7) NET INCOME (LOSS) PER SHARE
Basic net income (loss) per share is computed by dividing net loss available to
common shareholders for the period by the weighted average number of common
shares outstanding for the period. Diluted net loss per share is computed by
dividing the net loss for the period by the weighted average number of common
and potential common shares outstanding during the period if the effect of the
potential common shares is dilutive.
A reconciliation of the shares used for basic and diluted per share computations
follows:
<TABLE>
<CAPTION>
For the Three Months Ended For the Nine Months Ended
September 30, 2000 September 30, 2000
-------------------------------------- ------------------------------------
Income Shares Per Share Income Shares Per Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
----------- ------------- --------- ----------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Basic EPS
Net income $26,859,000 11,014,000 $ 2.44 $26,408,000 11,014,000 $ 2.40
======= =======
Effect of Dilutive Securities
Covertible debt 43,000 701,000 128,000 701,000
Stock options 554,000 793,000
Warrants 43,000 92,000
----------- ----------- ----------- ----------
Dilutive EPS
Net income plus assumed conversions $26,902,000 12,312,000 $ 2.19 $26,536,000 12,600,000 $ 2.11
=========== =========== ======= =========== ========== =======
</TABLE>
<PAGE> 8
The Company has excluded the weighted average effect (using the treasury stock
method) of common stock issuable upon conversion of all warrants and stock
options from the computation of diluted earnings per share for the all periods
in fiscal 1999 as the effect of all such securities is anti-dilutive for all
periods presented. Potential common shares excluded because their effect was
anti-dilutive are as follows:
As of the 3 Months and 9 Months Ended 9/30/99, potential dilutive shares were
848,000 and 819,000, respectively. Potential dilutive shares excluded because
the exercise price was greater than the average stock price for the period was
428,000 and 273,000 for the three and nine month periods ended September 30,
2000.
(8) SEGMENT REPORTING
The Company operates in three different segments: eSolutions, DriveOff.com
("Automotive") and Product Distribution. Management has chosen to organize the
Company around these segments based on differences in products and services.
eSolutions provides custom solutions, including the architecture, design,
development and integration of high tech solutions, utilizing web technology.
DriveOff.com provides total automotive solutions through its web sites, in
addition to providing custom solutions to companies in or with relationships in
the automotive industry. Product Distribution provides the resale and
configuration of third party software and hardware components, graphical
printers and supplies.
Segment operations are measured consistent with the accounting policies used in
these consolidated financial statements.
The following provides information on the Company's segments (unaudited):
<TABLE>
<CAPTION>
For the Three Months Ended
September 30, 2000
(in thousands)
---------------------------------------------------------------------------------------------
Product
eSolutions Automotive Distribution Corporate Total
---------- ---------- ------------ --------- -----
<S> <C> <C> <C> <C> <C>
Revenues from external
customers ............ $ 8,248 $ 198 $ 195 $ -- $ 8,641
Loss from operations . $ (917) $ (4,538) $ (91) $ (460)(1) $ (6,006)
Identifiable assets .. $ 15,835 $ -- $ 516 $ 76,994(2) $ 93,345
</TABLE>
<TABLE>
<CAPTION>
For the Three Months Ended
September 30, 1999
(in thousands)
------------------------------------------------------------------------------------------
Product
eSolutions Automotive Distribution Corporate Total
---------- ---------- ------------ --------- -----
<S> <C> <C> <C> <C> <C>
Revenues from external
customers ............ $ 3,209 $ 796 $ 468 $ -- $ 4,473
Loss from operations . $ (33) $ (2,156) $ (37) $ (161)(1) $ (2,387)
Identifiable assets .. $ 12,052 $ 18,453 $ 667 $ 11,459(2) $ 42,631
</TABLE>
<PAGE> 9
<TABLE>
<CAPTION>
For the Nine Months Ended
September 30, 2000
(in thousands)
--------------------------------------------------------------------------------------
Product
eSolutions Automotive Distribution Corporate Total
---------- ---------- ------------ --------- -----
<S> <C> <C> <C> <C> <C>
Revenues from external
customers ............ $ 21,299 $ 713 $ 833 $ -- $ 22,845
Loss from operations . $ (2,511) $(15,469) $ (352) $ (1,567)(1) $(19,899)
Identifiable assets .. $ 15,835 $ -- $ 516 $ 76,994(2) $ 93,345
</TABLE>
<TABLE>
<CAPTION>
For the Nine Months Ended
September 30, 1999
(in thousands)
--------------------------------------------------------------------------------------
Product
eSolutions Automotive Distribution Corporate Total
---------- ---------- ------------ --------- -----
<S> <C> <C> <C> <C> <C>
Revenues from external
customers ............ $ 8,810 $ 2,378 $ 1,518 $ -- $ 12,706
Loss from operations . $ (390) $ (3,994) $ (59) $ (418)(1) $ (4,861)
Identifiable assets .. $ 12,052 $ 18,453 $ 667 $ 11,459(2) $ 42,631
</TABLE>
(1) Corporate loss from operations represents depreciation expense.
(2) Corporate assets are those that are not directly identifiable to a
particular segment and includes cash, restricted cash, property and equipment
and prepaids and other assets.
(9) DRIVEOFF.COM
DriveOff.com is a provider of total online direct automotive solutions. The
following is summarized financial information of DriveOff.com for the two years
ended December 31, 1999 and 1998, and the nine months ended September 30, 2000.
<TABLE>
<CAPTION>
December 31, Nine Months
----------------------------------- Ended
1998 1999 Sept 30, 2000
------------ ----------- ------------
(unaudited)
<S> <C> <C> <C>
Net sales $ 939,000 $ 3,277,000 $ 713,000
Loss from operations $ (2,151,000) $ (7,338,000) $(14,200,000)
</TABLE>
On June 30, 2000, WFC converted its promissory note with a carrying value of
$14,177,000 with accrued interest of $338,000 and deferred offering costs of
$574,000 for 4,307,645 shares of DriveOff.com. The transaction was converted at
$4.69 per share. Prior to the transaction, Navidec owned 100% of the outstanding
shares, and subsequent to the transaction, Navidec owned 74.8% of the
outstanding shares.
The Company recognizes gains and losses from the sale or issuance of stock by
its subsidiaries and equity method investees in its statements of operations.
The increase in the Company's proportionate share of DriveOff.coms net assets as
a result of these transactions resulted in a pretax gain of $18 million for the
Company in the second quarter of 2000. Because DriveOff.com issued 1,107,645
additional shares to Wells Fargo as incentive to convert their outstanding note,
a charge of $5,195,000 was also recorded in connection with the conversion
during the second quarter on 2000.
<PAGE> 10
On September 30, 2000, the Company sold 100% of its remaining interest in
DriveOff.com for 13,308,300 shares (8.38%) of CarPoint Inc, a company valued at
approximately $650 million. The sale of DriveOff.com resulted in a pretax gain
of $43.7 million. The investment in Carpoint will be accounted for under the
cost method and the results of DriveOff.com will no longer be included in the
Company's statements of operations.
(10) SUBSEQUENT EVENTS
On October 12, 2000, the Board of Directors of Navidec, Inc authorized the
repurchase of up to 1,000,000 shares of the Company's Common Stock. As of
November 13, 2000 the Company had purchased 72,000 shares at an average price of
$4.81 and retired them in accordance with Colorado State Law.
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
We are a provider of innovative ebusinesses solutions and services. We provide
eSolutions and services to a wide range of customers, from start-up enterprises
to Fortune 1000 businesses. Our services enable our customers to transform their
Internet operations from a basic web presence into an integrated ebusiness.
We were organized in July 1993 as a value added reseller of computer products
under the name ACI Systems, Inc. In July 1996, we merged with Interactive
Planet, Inc., a designer and developer of Internet web sites and subsequently
changed our name to Navidec, Inc. In July 1997, we acquired TouchSource, Inc., a
designer and developer of interactive kiosks. Through the acquisition, we
significantly enhanced our business model by combining expertise in traditional
marketing and distribution and Internet/Intranet technology. In December 1998,
we acquired CarWizard.com and LeaseSource.com, two prominent online automotive
sites, in order to expand our online automotive presence. In September of 2000,
we sold our investment in DriveOff.com to Carpoint, Inc.
Currently, we derive revenue from two divisions: eSolutions and product
distribution. The majority of our eSolutions revenue is generated from
fixed-price, fixed-time contracts. We consider many factors in developing the
fixed-price and fixed-time contracts, including the technical complexity of the
engagement, the resources required to complete the engagement and the extent to
which we will be able to deploy internally developed software tools to deliver
the solution. Since most of our solutions are delivered within a 90 to 120 day
timeframe, revenue is recognized using percentage-of-completion accounting based
on the ratio of direct costs incurred as compared to the estimated total direct
costs needed to complete the engagement. We plan to expand our eSolutions
services offerings to incorporate applications management and hosting services,
with the goal of generating recurring revenues.
Our product distribution business generates revenue through the resale of third
party software and hardware components, graphical printers and supplies. Since
product distribution is not related to our core strategy, we expect that revenue
from this business will become a smaller percentage of total revenue as our
eSolutions division continues to grow.
Our operating expenses consist of product development, general and
administrative and sales and marketing. Product development expenses include
salaries and out-of-pocket expenses incurred in developing new technologies for
our own use and for future customer applications generally, as opposed to
customer-specific development expenses. General and administrative expenses
consist primarily of salary and benefit expenses for our employees. It also
includes lease expenses associated with our office facility and various
equipment. Sales and marketing expenses include advertising costs, costs
associated with participation in trade shows and related travel expenses.
<PAGE> 11
RESULTS OF OPERATIONS(A)
(in thousands)
<TABLE>
<CAPTION>
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
1999 2000 1999 2000
---------------------- -----------------------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Revenue:
eSolutions $ 3,209 $ 8,248 $ 8,810 $ 21,299
Product distribution 468 195 1,518 833
-------- -------- -------- --------
Total revenue see Note (B) 3,677 8,443 10,328 22,132
Cost of revenue 2,195 4,246 6,885 11,457
-------- -------- -------- --------
Gross profit see Note (C) 1,482 4,197 3,443 10,675
Operating Expense:
Product development 164 1,467 803 5,114
General and administrative 1,051 1,517 2,156 4,920
Sales and marketing 337 2,221 951 4,773
-------- -------- -------- --------
Total operating expense
see Note (D) 1,552 5,205 3,910 14,807
EBITDA (70) (1,008) (467) (4,132)
Depreciation/Amortization (161) (460) (418) (1,567)
Other Income 105 218 218 553
-------- -------- -------- --------
Net Loss from Normalized Operations $ (126) $ (1,250) $ (667) $ (5,146)
</TABLE>
Notes:
A) The results of operations for the quarters and nine month periods ended
September 30 have been normalized to exclude non-recurring results from
the ownership and subsequent sale of DriveOff.com to Carpoint including
a gain of $43.7 million for the three and nine months ended September
30, 2000, related to the sale of DriveOff.com.
B) Excludes revenue from DriveOff.com of $198,000 and $713,000 for the
three and nine months ending September 30, 2000, and $796,000 and
$2,378,000 for the three and nine months ending September 30, 1999.
C) Excludes costs related to DriveOff.com revenue of $28,000 and $101,000
for the three and nine months ending September 30, 2000, and $247,000
and $572,000 for the three and nine months ending September 30, 1999.
D) Excludes operating expenses related to the DriveOff.com operations of
$4,708,000 and $14,812,000 for the three and nine months ending
September 30, 2000, and $2,705,000 and $5,782,000 for the three and
nine months ending September 30, 1999.
<PAGE> 12
RESULT OF OPERATIONS AS A PERCENT OF REVENUE
<TABLE>
<CAPTION>
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
1999 2000 1999 2000
------------------------ ------------------------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Revenue:
eSolutions 87.3% 97.7% 85.3% 96.2%
Product distribution 12.7 2.3 14.7 3.8
------ ------ ------ ------
Total revenue 100.0 100.0 100.0 100.0
Cost of revenue 59.7 50.3 66.7 51.8
------ ------ ------ ------
Gross profit 40.3 49.7 33.3 48.2
Operating Expense:
Product development 4.4 17.4 7.8 23.1
General and administrative 28.6 18.0 20.9 22.2
Sales and marketing 9.2 26.3 9.2 21.6
------ ------ ------ ------
Total operating expense 42.2 61.7 37.9 66.9
EBITDA (1.9) (11.9) (4.6) (18.7)
Depreciation/Amortization (4.4) (5.5) (4.3) (7.1)
Other Income 2.9 2.6 2.1 2.5
------ ------ ------ ------
Net Loss from Normalized Operations (3.4)% (14.8)% (6.8)% (23.3)%
</TABLE>
Normalized revenue for the nine months ended September 30, 2000 increased 114.3%
over the same period in 1999, from $10.3 million to $22.1 million. Revenue for
the three months ended September 30, 2000 increased by 129.6% over the same
period in 1999, from $3.7 million to $8.4 million. The increase was due to
increased revenues from our eSolutions business.
eSolutions revenue for the nine months ended September 30, 2000 increased 141.8%
over for the same period in 1999, from $8.8 million to $21.3 million. eSolutions
revenue for the three months ended September 30, 2000 increased by 157.0% over
the same period in 1999, from $3.2 million to $8.2 million. The increase in
eSolutions was the result of more project clients, more project per client and
primarily due to increased project size as we performed more complex and
comprehensive solutions for our clients.
Revenue from the product distribution division for the nine months ended
September 30, 2000, decreased by 45.2% over the same period in 1999, from $1.5
million to $833,000. For the three months ended September 30, product
distribution division revenue decreased 58.3%, from $468,000 in 1999 to $195,000
in 2000. The decrease in sales was due to the Company's decision to focus less
on product distribution and devote more resources to eSolutions.
Normalized gross profit for the nine months ended September 30, 2000 increased
$7.3 million or 210.0% over gross profit for the same period in 1999, from $3.4
million to $10.7 million. As a percent of revenue, gross margin increased from
33.3% to 48.2% as a result of a changing mix of sales. The primary factor
affecting our improved gross margin was our esolutions business. Our eSolutions
division's gross margin for the nine months ended September 30, 2000 increased
18.5 percentage points over the gross margin percentage for the same period in
1999, from 30.0% to 48.5%.
Normalized Gross profit for the three months ended September 30, 2000 increased
183.2% over gross profit for the same period in 1999, from $1.5 million to $4.2
million. As a percent of sales, gross margin for the three months ended
September 30, increased from 40.3% in 1999 to 49.7% in 2000. Our eSolutions
division's gross margin for the three months ended September 30, 2000 increased
384.1% over gross margin for the same period in 1999, from $730,000 to $3.5
million.
Normalized operating expenses for the nine months ended September 30, 2000 were
$14.8 million, or 66.9% of sales, compared with $3.9 million, or 37.9% of sales,
for the same period in 1999. Operating expenses for the three months ended
September 30, 2000 were $5.2 million, or 61.7% of sales, compared with $1.6
million, or 42.2% of sales, for the same period in 1999. The increase in
operating expenses is the result of opening ten regional offices, expansion of
the Denver development center and increased sales and marketing expenses.
Normalized product development costs were $5.1 million, or 23.2% of sales, for
the nine months ended September 30, 2000 compared to $803,000, or 7.8% of sales,
for the same period 1999. Product development costs were $1.5
<PAGE> 13
million, or 17.4% of sales, for the three months ended September 30, 2000,
compared to $164,000, or 4.5% of sales, for the same period in 1999. The
increase in product development cost is a result of increased work on industry
frame works and reusable components. Product development costs are projected to
increase during the remainder of 2000 as we expand our product sets.
Normalized general and administrative expenses for the nine months ended
September 30, 2000 were $4.9 million, or 22.2% of sales, compared to $2.1
million, or 20.6% of sales, for the same period in 1999. General and
administrative expenses for the three months ended September 30, 2000 were $1.5
million, or 18.0% of sales, compared to $1.1 million, or 28.6% of sales, for the
same period in 1999. General and administrative expenses decreased as a
percentage of sales due to the fact that a majority of expenses are fixed and
are only indirectly tied to revenue growth.
Normalized sales and marketing expenses were $4.8 million, or 21.6% of sales,
for the nine months ended September 30, 2000, compared to $951,000, or 9.2% of
sales, for the same period of 1999. Sales and marketing expenses were $2.2
million, or 26.3% of sales, for the three months ended September 30, 2000,
compared to $337,000, or 9.2% of sales, for the same period in 1999. The
increase in sales and marketing expenses is the result of our efforts to expand
brand recognition and is projected to increase in 2000 as we expand our
marketing for our eSolutions division.
Other income was $553,000 for the nine months ended September 30, 2000, an
increase of $335,000 from other income of $218,000 for the same period of 1999.
Other income was $218,000 for the three months ended September 30, 2000, an
increase from other income of $105,000 for the same period of 1999. This was a
result of increased interest income from larger cash balances and interest
expense on the WFC notes in 2000.
LIQUIDITY AND CAPITAL RESOURCES
From our inception through September 30, 2000, we funded our operations
primarily from the following sources:
- equity investments through an initial public offering and subsequent
private placements of our securities;
- revenues generated from operations;
- loans from principal shareholders and employees;
- lines of credit; and
- accounts receivable factoring arrangements made available by banks.
As of September 30, 2000, we had cash and cash equivalents of $5.0 million and
net working capital of $21.1 million. This compares with cash and cash
equivalents of $35.9 million and net working capital of $46.3 as of December 31,
1999.
Cash used in our operating activities totaled $23.9 million for the nine months
ended September 30, 2000, $5.4 million for the same period of 1999. Cash used in
our investing activities totaled $7.0 million for the nine months ended
September 30, 2000, compared with $2.6 million for same period of 1999. Cash
used in our investing activities during those periods consisted primarily of
expenditures for property and equipment, investment in short term marketable
debt securities and capitalized software.
Cash provided by our financing activities was $159,000 during the nine months
ended September 30, 2000. The cash provided was raised primarily through the
issuance of our common stock as a result of warrants and options being
exercised. Cash provided by our financing activities was $16.2 million in the
nine months ended September 30, 1999.
We believe that our available cash resources will be sufficient to meet our
anticipated working capital and capital expenditure requirements for at least
the next twelve months.
Item 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no significant changes in the Company's market risk from that
previously reported.
<PAGE> 14
INFLATION
The Company does not believe that inflation will have a material impact on our
future operations.
FORWARD LOOKING INFORMATION
Information contained in this report, other than historical information, should
be considered forward looking and reflects management's current views of future
events and financial performance that involve a number of risks and
uncertainties. The factors that could cause actual results to differ materially
include, but are not limited to, the following: general economic conditions and
developments within the Internet and Intranet industries; competition; market
acceptance of our products and services; length of sales cycle; variability of
sales order flow; management of growth; and other risk factors identified from
time to time in the Company's filings with the Securities and Exchange
Commission. These filings are available on-line at http://www.sec.gov.
<PAGE> 15
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
In the normal course of business, the Company is subject to, and may become a
party to, other litigation. Management believes there are no other matters
currently in litigation that could have a material impact on the Company's
financial position or results of operations.
Item 2. Changes in Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
On October 10, 2000, our Annual Meeting of Shareholders was held. At the
meeting, the following matters where approved by the votes indicated below:
1) The following directors were elected to constitute our Board of
Directors:
Shares For Shares Withheld
----------- ---------------
J. Ralph Armijo 9,343,577 75,571
Patrick R. Mawhinney 9,006,977 412,171
Lloyd G. Chavez 9,336,601 80,811
Gerald A Marroney 9,337,877 81,271
Andrew Davis 9,338,337 80,811
2) A proposal to offer an Employee Stock Purchase Plan received 9,323,190
shares voting in favor and 85,633 shares voting against the proposal
and 10,325 shares abstaining.
3) A proposal to increase from two million to three million the number of
shares of our common stock issuable upon the exercise of options
granted under our Stock Option Plan received 9,025,419 shares voting in
favor and 363,160 shares voting against the proposal and 30,569 shares
abstaining.
4) A proposal to amend the Company's Amended and Restated Articles of
Incorporation to permit the issuance of non-voting common shares
received 8,956,884 shares voting in favor and165,585 shares voting
against the proposal and 296,679 shares abstaining.
Item 5. Other Information
The Company plans to hold the 2001 Annual Meeting of the Shareholders in July of
2001. Proposals of the shareholders intended to be presented at the 2001 Annual
Meeting of the Shareholders must be received by the Company on or before January
31, 2001 in order to be eligible for inclusion in the Company's Proxy Statement
and form of Proxy.
In order for a shareholder proposal which is not intended to be included in
Navidec's Proxy Statement or form of Proxy to be considered timely for the 2001
Annual Meeting, the shareholder proposal must be received by the Company no
later than April 15, 2001.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
None
(b) Form 8-K
None
<PAGE> 16
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
NAVIDEC, INC.
By /S/RALPH ARMIJO
Ralph Armijo
President and CEO
Date: November 14, 2000
By /S/ PAT MAWHINNEY
Pat Mawhinney
Chief Financial Officer
Date: November 14, 2000
