Verticalnet (NASDAQ:VERT)
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Verticalnet, Inc. (Nasdaq:VERT), a leading provider of on-demand supply
management solutions, today announced results for its second quarter
ended June 30, 2007.
Revenues for the quarter ended June 30, 2007 were $3.4 million, as
compared to $4.2 million for the quarter ended June 30, 2006.
Verticalnet's net loss for the quarter ended June 30, 2007 was $2.9
million, or ($0.24) per share as compared to a net loss of $13.3
million, or ($1.75) per share, for the quarter ended June 30, 2006.
Adjusted net loss from operations(a) for
the quarter ended June 30, 2007 was $732,000, or ($0.06) per share as
compared to an adjusted net loss from operations(a)
of $2.4 million, or ($0.31) per share, for the quarter ended June 30,
2006. For the quarters ended June 30, 2007 and 2006, weighted-average
shares outstanding were approximately 12.1 million and 7.6 million
shares, respectively.
Total operating expenses, including cost of revenues, for the quarter
were $5.1 million, which included non-cash charges for stock based
compensation of $45,000 and amortization and depreciation expense of
$438,000, as compared to $17.3 million for the second quarter of 2006,
which included a non-cash impairment charge for goodwill and other
intangibles of $9.9 million, stock based compensation of $584,000 and
amortization and depreciation expense of $582,000. Excluding these
non-cash charges, total operating expenses would have decreased by 27%
for the quarter ended June 30, 2007 compared to the same period in 2006.
Billings(b) for the quarter ended June
30, 2007 were $4.0 million compared to $4.9 million for the comparable
period last year.
Total software and software related revenues of $1.7 million for the
second quarter of 2007 represented a decrease of 12% compared to the
same period in 2006. Revenues for the quarter were impacted by the lack
of any significant channel-driven European software transactions, which
have provided significant billings and revenues over the past several
quarters. We believe the reduction of revenues from European channels
represents delayed timing of deal closings rather than a change to these
European channel relationships. We expect these channel relationships to
provide additional revenue in future quarters. In addition, software
revenues from legacy products have greatly reduced since last year which
has impacted software revenues modestly while allowing for significant
reduction in operating expenses required to support these legacy
products.
Services revenues for the second quarter of 2007 were $1.8 million as
compared to $2.3 million for the comparable period in the prior year.
The decline in service revenues were driven by an approximate decline of
$600,000 in revenues from two of Verticalnet’s
largest historical customers. Revenue from these two large historical
customers accounted for 14% of total revenue in the second quarter of
2007 as compared to 23% of revenues in the second quarter of 2006.
During the quarter ended June 30, 2007, Verticalnet continued its
efforts to reduce its overall cost structure through product line
rationalization and organizational realignment. As a result of these
measures, the Company achieved significant reductions in cost of
revenues and operating expenses for the three months ended June 30, 2007
versus the same period in 2006. Compared to the same period in 2006,
cost of revenues declined by 22%, and total operating expenses,
including cost of revenues and excluding the non-cash charges for
goodwill and other intangibles, declined overall by 31% or $2.3 million.
In May 2007, Verticalnet executed a source code license agreement with a
third party with respect to a legacy product which is not core to the
Company's forward strategic goals. The financial terms of the
transaction include that the Company will be paid up to $1.0 million in
license and service fees, including a payment of $700,000 at execution
of the source code license agreement, $100,000 due within sixty days
thereafter, and $200,000 due within one year after the execution of the
source code license agreement. The Company recorded this transaction as
part of interest and other (income) expense, net.
Total deferred revenues as of June 30, 2007 were $4.6 million which was
consistent with the deferred revenue balance at December 31, 2006. Cash
balance as of June 30, 2007 was $1.2 million, decreasing by $1.6 million
as compared to the cash balance of $2.8 million as of December 31, 2006.
Verticalnet paid $549,000 in cash for debt service during the quarter
ended June 30, 2007. Current liabilities increased to $15.6 million as
of June 30, 2007 as compared to $11.6 million as of December 31, 2006,
due to the April 1, 2008 maturity of $5.2 million in the principal
amount of our outstanding Discount Note. Verticalnet has until December
31, 2007 to exercise an option to extend the maturity date of the
Discount Note to September 30, 2008. In the event we exercise this
option, the principal amount of the Discount Note will increase by
$575,000.
During the second quarter, Verticalnet signed 23 new customer contracts,
including two new software customers and two renewals of key customer
relationships. In addition, two software pilots for new customers were
initiated during the quarter. Since the end of the second quarter, the
Company has signed four additional software contracts, including two new
customers, one renewal of an existing relationship and one large
European pilot.
“Our focus on our core on-demand business has
resulted in the addition of new customers and additional services to
existing customers,” stated Nathanael V.
Lentz, President and CEO of Verticalnet. “Over
the past year we have continued our migration away from legacy products
and customers that historically represented a high percentage of our
revenue, while significantly reducing costs associated with these
products. The result is a business which is predominantly represented by
customers using our on-demand XE Supply Management Suite and related
services. Looking forward, our focus is on securing capital sufficient
to address our capital requirements while providing a stable platform
upon which to build on the business we have today.”
(a)
Adjusted net loss from operations is a non-GAAP financial measure
within the meaning of Regulation G promulgated by the Securities and
Exchange Commission. We believe that adjusted net loss from
operations provides useful information to investors as it excludes
transactions not related to the core cash operating business
activities. We believe that excluding these transactions allows
investors to meaningfully trend and analyze the performance of our
core cash operations. All companies do not calculate adjusted net
loss from operations in the same manner, and adjusted net loss from
operations as presented by Verticalnet may not be comparable to
adjusted net loss from operations presented by other companies.
Included, following the financial statements, is a reconciliation of
net loss to adjusted net loss from operations that should be read in
conjunction with the financial statements.
(b)
Billings represents all invoices billed to customers during the
quarter.
(c)
Software bookings represent all software and software related
agreements entered into during the referenced period with new or
existing customers.
About Verticalnet, Inc.
Verticalnet is a leading provider of on-demand supply management
solutions that enable companies to identify and realize sustained value
across the supply management lifecycle. Going beyond traditional spend
management and sourcing approaches, Verticalnet’s
solutions provide the visibility, insight and process control required
to maximize the sustained value realization from supply management.
Large enough to help customers attain supply management success
worldwide, yet nimble enough to provide individual attention and remain
focused on customer priorities, Verticalnet is helping Global 2000
companies and mid-market enterprises move their supply management
efforts to the next level through an optimal blend of software,
comprehensive services, and deep category knowledge and domain expertise.
Cautionary Statement Regarding Forward-Looking Information
This announcement contains forward-looking information that involves
risks and uncertainties. Such information includes statements about
channel relationships providing additional revenue in future quarters,
any increase in the outstanding principal amount of the discount note
upon exercise of the option by the Company, continuing to make progress
in the growth of core revenue and the management of costs, securing
additional capital to address our operating requirements, as well as
statements that are preceded by, followed by or include the words “believes,”
“plans,” “intends,”
“expects,” “anticipated,”
“scheduled,” or
similar expressions. For such statements, Verticalnet claims the
protection of the safe harbor for forward-looking statements contained
in the Private Securities Litigation Reform Act of 1995. Actual results
may differ materially from the results predicted, and reported results
should not be considered as an indication of future performance. Factors
that could cause actual results to differ from those contained in the
forward-looking statements include, but are not limited to, the
continued availability and terms of equity and debt financing to fund
our business, our reliance on the development of our enterprise software
and services business, competition in our target markets, our ability to
maintain our listing on The Nasdaq Capital Market, economic conditions
in general and in our specific target markets, our ability to use and
protect our intellectual property, and our ability to attract and retain
qualified personnel, as well as those factors set forth in our Annual
Report on Form 10-K for the year ended December 31, 2006 and our
Quarterly Report on Form 10-Q for the three months ended March 31, 2007,
which have been filed with the SEC. Verticalnet is making these
statements as of August 14, 2007 and assumes no obligation to publicly
update or revise any of the forward-looking information in this
announcement.
Verticalnet is a registered trademark or a trademark in the United
States and other countries of Vert Tech LLC
Verticalnet, Inc.
Consolidated Statements of Operations (Unaudited)
(in thousands, except per share data)
Three Months Ended
June 30,
Six Months Ended
June 30,
2007
2006
2007
2006
Revenues:
Software and software related
$
1,660
$
1,890
$
3,219
$
3,431
Services
1,756
2,295
3,614
4,670
Total revenues
3,416
4,185
6,833
8,101
Cost of revenues:
Cost of software and software related
351
575
708
1,173
Cost of services
1,167
1,432
2,274
3,084
Amortization of acquired technology and customer contracts
250
249
500
496
Total cost of revenues
1,768
2,256
3,482
4,753
Gross profit
1,648
1,929
3,351
3,348
Operating expenses:
Research and development
1,004
1,398
1,987
2,873
Sales and marketing
1,292
1,899
2,632
3,834
General and administrative
978
1,688
2,369
3,338
Litigation and settlement costs
-
8
-
1,026
Restructuring charges (reversals)
-
(22
)
-
216
Impairment charge for goodwill
-
9,877
-
9,877
Amortization of other intangible assets
86
201
202
459
Total operating expenses
3,360
15,049
7,190
21,623
Operating loss
(1,712
)
(13,120
)
(3,839
)
(18,275
)
Interest and other expense, net (1)
1,149
191
1,531
344
Net loss
(2,861
)
(13,311
)
(5,370
)
(18,619
)
Preferred stock dividends
37
-
37
-
Net loss applicable to common shareholders
$
(2,898
)
$
(13,311
)
$
(5,407
)
$
(18,619
)
Adjusted net loss from operations (3)
$
(732
)
$
(2,356
)
$
(2,612
)
$
(5,383
)
Basic and diluted loss per common share: (2)
Net loss
$
(0.24
)
$
(1.75
)
$
(0.48
)
$
(2.52
)
Adjusted net loss from operations (3)
$
(0.06
)
$
(0.31
)
$
(0.23
)
$
(0.73
)
Weighted average common shares outstanding:
Basic and diluted (2)
12,083
7,597
11,202
7,389
(1)
During the three and six months ended June 30, 2007 and 2006, the
Company recorded a benefit from changes in the fair value of
derivative liabilities as well as interest expense and accretion on
its long-term debt.
(2)
During the three and six months ended June 30, 2007 and 2006, the
diluted earnings per share calculation was the same as the basic
earnings per share calculation as all potentially dilutive
securities were anti-dilutive.
(3)
See "Reconciliation of GAAP Results to Non-GAAP Results and Other
Financial Data" elsewhere in this press release.
Verticalnet, Inc.
Condensed Consolidated Balance Sheets (Unaudited)
(In thousands)
June 30,
December 31,
2007
2006
Assets
Current assets:
Cash and cash equivalents
$
1,238
$
2,809
Accounts receivable, net
4,386
3,877
Prepaid expenses and other current assets
1,291
778
Total current assets
6,915
7,464
Property and equipment, net
738
920
Goodwill
9,743
9,709
Other intangible assets, net
1,495
2,184
Other assets
242
416
Total assets
$
19,133
$
20,693
Liabilities and Shareholders’ Equity
(Deficit)
Current liabilities:
Current portion of long-term debt, convertible notes, and
non-current liabilities
$
6,196
$
2,170
Accounts payable and accrued expenses
5,641
5,698
Deferred revenues
3,735
3,756
Total current liabilities
15,572
11,624
Warrant liabilities
3,500
-
Long-term debt, convertible notes, and non-current liabilities
957
6,127
Total liabilities
20,029
17,751
Redeemable Series B convertible preferred stock
90
-
Shareholders’ equity (deficit)
(986
)
2,942
Total liabilities and shareholders’ equity
$
19,133
$
20,693
Verticalnet, Inc.
Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
Three Months Ended
Six Months Ended
June 30,
June 30,
2007
2006
2007
2006
Operating activities:
Net loss
$
(2,898
)
$
(13,311
)
$
(5,407
)
$
(18,619
)
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation and amortization
438
582
914
1,232
Stock-based compensation
45
584
124
1,064
Impairment of goodwill
-
9,877
-
9,877
Accretion of promissory notes and non-cash interest
158
616
402
1,043
Change in the fair value of derivative liabilities
(40
)
(694
)
(159
)
(1,201
)
Change in the fair value of warrant liabilities
1,590
-
1,590
-
Amortization of deferred financing costs
40
136
99
256
Preferred stock dividends
37
-
37
-
Other non-cash items
-
-
-
9
Change in assets and liabilities, net of effect of acquisition:
Restricted cash
-
211
-
-
Accounts receivable
(554
)
(2,095
)
(509
)
(189
)
Prepaid expenses and other assets
(79
)
112
141
317
Accounts payable and accrued expenses
(222
)
850
194
1,738
Deferred revenues
(254
)
667
(3
)
675
Net cash used in operating activities
(1,739
)
(2,465
)
(2,577
)
(3,798
)
Investing activities:
Capital expenditures
(10
)
(21
)
(29
)
(66
)
Acquisition related payments
-
-
-
(57
)
Restricted cash
-
-
-
155
Net cash provided by (used in) investing activities
(10
)
(21
)
(29
)
32
Financing activities:
Principal payments on long-term debt and obligations under capital
leases
(549
)
(207
)
(919
)
(342
)
Proceeds from issuance of senior subordinated discount notes, net
-
3,677
-
3,677
Proceeds from issuance of preferred stock, net
1,954
-
1,954
-
Proceeds from exercise of restricted stock units
-
6
3
8
Net cash provided by financing activities
1,405
3,476
1,038
3,343
Effect of exchange rate fluctuation on cash and cash equivalents
(4
)
11
(3
)
20
Net increase (decrease) in cash and cash equivalents
(348
)
1,001
(1,571
)
(403
)
Cash and cash equivalents - beginning of period
1,586
3,172
2,809
4,576
Cash and cash equivalents - end of period
$
1,238
$
4,173
$
1,238
$
4,173
Supplemental disclosure of cash flow information
Cash paid during the period for interest
$
193
$
14
$
393
$
129
Supplemental schedule of non-cash investing and financing
activities
Financed insurance policies
$
173
$
169
$
570
$
663
Conversion of and payment on senior convertible promissory notes and
accrued interest into/with common stock
555
1,057
1,307
2,063
Capital expenditures financed through capital lease arrangements
-
(2
)
-
42
RECONCILIATION OF GAAP RESULTS TO NON-GAAP RESULTS AND OTHER
FINANCIAL DATA
Three Months Ended
Six Months Ended
June 30,
June 30,
(In thousands, except per share data)
2007
2006
2007
2006
Revenues:
Software and software related
$
1,660
$
1,890
$
3,219
$
3,431
Services
1,756
2,295
3,614
4,670
Total revenues
3,416
4,185
6,833
8,101
Total cost of revenues
1,768
2,256
3,482
4,753
Gross profit
1,468
1,929
3,351
3,348
Total operating expenses
3,360
15,049
7,190
21,623
Operating loss
(1,712
)
(13,120
)
(3,839
)
(18,275
)
Interest and other expense, net
1,149
191
1,531
344
Net loss
(2,861
)
(13,311
)
(5,370
)
(18,619
)
Preferred stock dividends
37
-
37
-
Net loss applicable to common shareholders
(2,898
)
(13,311
)
(5,407
)
(18,619
)
Non-GAAP adjustments:
Amortization of intangible assets
336
450
702
955
Restructuring charges (reversal)
-
(22
)
-
216
Stock-based compensation
45
584
124
1,064
Accretion of promissory notes and non-cash interest
158
616
402
1,043
Amortization of deferred financing costs
40
136
99
256
Preferred stock dividends
37
-
37
-
Change in fair value of warrant liabilities
1,590
-
1,590
-
Litigation costs
-
8
-
1,026
Impairment charge for goodwill
-
9,877
-
9,877
Change in the fair value of derivative liabilities
(40
)
(694
)
(159
)
(1,201
)
Adjusted net loss from operations
$
(732
)
$
(2,356
)
$
(2,612
)
$
(5,383
)
Basic and diluted loss per common share:
Net loss
$
(0.24
)
$
(1.75
)
$
(0.48
)
$
(2.52
)
Adjusted net loss from operations
$
(0.06
)
$
(0.31
)
$
(0.23
)
$
(0.73
)
Weighted average common shares outstanding: Basic and diluted
12,083
7,597
11,202
7,389
KEY METRICS
Three months ended June 30,
2007
2006
Total billings
$
3,976
$
4,906
Software bookings
1,869
855