8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 17, 2003

NEXPRISE, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-26811	77-0465496
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5950 La Place Court, Suite 200
Carlsbad, CA 92008
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (760) 804-1333

Not Applicable
(Former name or former address, if changed since last report)

TABLE OF CONTENTS

	Item 7. Financial Statements and Exhibits.
	Item 12. Disclosure of Results of Operations and Financial Condition.
SIGNATURE
EXHIBIT INDEX
EXHIBIT 99.1

Item 7. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.	Description
99.1	Press release dated October 17, 2003

Item 12. Disclosure of Results of Operations and Financial Condition.

     On October 17, 2003, Nexprise, Inc. (the “Company”) issued a press release announcing financial results for the third quarter of 2003. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NEXPRISE, INC.
Date: October 21, 2003	By:	/s/ Jerome E. Natoli
		Jerome E. Natoli
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated October 17, 2003

EX-99.1 3 f93754exv99w1.htm EXHIBIT 99.1

EXHIBITS 99.1

NexPrise, Inc. Reports Results for the
Third Quarter of 2003

Carlsbad, CA-October 17, 2003-NexPrise, Inc. (Nasdaq: NXPS), a provider of business process automation and management applications, today announced results for the three months ended September 30, 2003.

For the third quarter of 2003 NexPrise reported bookings, which represent contracted revenue for the next twelve months, of approximately $1.1 million, an increase of 170% from the third quarter of 2002. Revenues, which are comprised of customer agreements recognized evenly over the length of the contracts and up front perpetual licenses fees, were approximately $835,000 for the quarter, an increase of 15% from the third quarter of 2002. Costs and expenses in the third quarter of 2003 were approximately $3.2 million, including $603,000 of intangible asset amortization. In the third quarter of 2002, costs and expenses totaled approximately $4.1 million and included $475,000 of intangible asset amortization.

As of September 30, 2003, NexPrise’s cash, cash equivalents and short-term investments were approximately $7.7 million. Total cash used in the third quarter of 2003 was $628,000, an improvement of approximately $1.8 million from the third quarter of 2002. These results include $1.0 million of cash received as a result of the sale of NexPrise’s interest in Ingenuity Systems and a $250,000 cash outlay for an insurance prepayment. The net loss per share in the third quarter of 2003 was $0.64 compared to $0.75 in the same quarter last year.

NexPrise CEO Ted Drysdale said, “We continue to be pleased with the business we have generated this year. Our bookings year to date are more than 250% of what we had achieved through three quarters last year. This past quarter we made a significant investment in expanding our sales team, we again did a good job of managing our cash and we believe we’re well positioned to continue our rapid growth.”

About NexPrise

NexPrise, Inc., provides business process applications and markets solutions that can enable manufacturers to rapidly automate and manage key business processes and produce a return on investment in less than 6 months. These solutions complement and expand on currently installed enterprise systems and allow for the ongoing process improvements companies require to meet their changing business demands. NexPrise, Inc. is headquartered in Carlsbad, California. For more information, please visit www.nexprise.com.

Safe Harbor Statement

This press release contains “forward-looking” statements, as that term is used in Section 21E of the Securities Exchange Act of 1934, about NexPrise, Inc. Forward-looking statements are denoted by such words as “contracted revenue” or “continue our rapid growth” and similar terms and phrases. These types of statements address matters that are subject to risks and uncertainties, which could cause actual results to differ materially. Factors that could cause or contribute to such differences include, but are not limited to, NexPrise’s ability to collect revenues associated with such contracts and its ability to continue to generate business from new contracts. In addition, our forward-looking statements should be considered in the context of other risk factors discussed in our filings with the Securities and Exchange Commission, including but not limited to our on Form 10-K and 10-Q filings, available online at http://www.sec.gov. All forward-looking statements are based on information

available to the company on the date hereof, and the company assumes no obligation to update such statements.

NEXPRISE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

			September 30,			December 31,
			2003			2002
			unaudited			(1)
ASSETS
Current assets:
	Cash and cash equivalents		$	2,706		$	3,225
	Short-term investments			5,000			7,050
	Accounts receivable			432			560
	Prepaid expenses			357			671
	Other current assets			283			841
		Total current assets		8,778			12,347
Property and equipment, net				99			339
Intangible assets, net				7,056			9,150
Other long-term assets, net				582			1,168
		Total assets	$	16,515		$	23,004
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Accounts payable		$	95		$	160
	Accrued compensation			649			646
	Accrued expenses			1,619			2,374
	Deferred revenue			1,451			711
	Accrued liabilities relating to discontinued operations			—			336
		Total current liabilities		3,814			4,227
Notes payable				11,843			11,843
Commitments and contingencies				—			—
Stockholders’ equity:
	Preferred stock, no par value: 2,500 shares authorized: none issued or outstanding			—			—
	Common stock, $.0002 par value; 175,000 shares authorized; 3,236 and 3,230 shares issued and outstanding respectively			10			10
	Additional paid-in capital			631,775			631,764
	Deferred compensation			(195	)		(416	)
	Accumulated deficit			(630,885	)		(624,576	)
	Accumulated other comprehensive income			153			152
		Total stockholders’ equity		858			6,934
		Total liabilities and stockholders’ equity	$	16,515		$	23,004

NEXPRISE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)

		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2003			2002			2003			2002
Net revenues		$	835		$	728		$	2,558		$	2,055
Costs and expenses
	Cost of product licenses and services		238			407			824			1,148
	Cost of amortization of purchased technology		491			221			1,473			662
	Research and development		749			1,044			2,099			4,403
	In process research and development		—			—			—			399
	Sales and marketing		1,068			1,274			2,989			4,534
	General and administrative		631			1,117			2,247			4,297
	Restructuring and settlement (benefit)		—			—			(493	)		—
	Total operating expenses		3,177			4,063			9,139			15,443
Operating loss			(2,342	)		(3,335	)		(6,581	)		(13,388	)
Interest expense			(189	)		(190	)		(567	)		(559	)
Interest income and other, net			57			63			218			157
Investment Income (loss)			400			1,060			287			(1,420	)
Loss from continuing operations			(2,074	)		(2,402	)		(6,643	)		(15,210	)
Gain from discontinued operations			—			—			334			—
Net loss		$	(2,074	)	$	(2,402	)	$	(6,309	)	$	(15,210	)
Basic and diluted loss per share from continuing operations		$	(0.64	)	$	(0.75	)	$	(2.05	)	$	(4.77	)
Basic and diluted gain per share from discontinued operations		$	—		$	—		$	0.10		$	—
Basic and diluted net loss per share		$	(0.64	)	$	(0.75	)	$	(1.95	)	$	(4.77	)
Basic and diluted net loss per share in computing basic and diluted net income (loss) per share			3,233			3,209			3,229			3,187

For Media Inquiries
Tom Anthony
NexPrise, Inc.
(760) 804-1333
tanthony@nexprise.com

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EX-99.1

EXHIBIT 99.1