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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, 2002





| ̈ |  | 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 0-25361





ONYX SOFTWARE CORPORATION


(Exact name of registrant as specified in its charter)





Washington(State or other jurisdiction ofincorporation or organization)

91-1629814(IRS EmployerIdentification No.)





3180-139th Avenue S.E.


Suite 500


Bellevue, Washington 98005


(Address of
principal executive offices) (Zip code)





(425) 451-8060


(Registrants telephone number)





Indicate by check whether the registrant (1) 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.  Yes  xNo  ̈





The number of shares of common stock, par value $0.01 per share, outstanding on May 3, 2002 was 50,394,477.





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ONYX SOFTWARE CORPORATION





CONTENTS





PART IFINANCIAL INFORMATION

3Item 1.

Condensed Consolidated Financial Statements (Unaudited)

3Condensed Consolidated Balance Sheets as of December 31, 2001 and March 31, 2002

3Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2001 and 2002

4Condensed Consolidated Statement of Shareholders Equity for the Three Months Ended March 31, 2002

5Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2001 and 2002

6Notes to Condensed Consolidated Financial Statements

7Item 2.

Managements Discussion and Analysis of Financial Condition and Results of Operations

17Item 3.

Quantitative and Qualitative Disclosures About Market Risk

39PART IIOTHER INFORMATION

40Item 1.

Legal Proceedings

40Item 2.

Changes in Securities and Use of Proceeds

40Item 5.

Other Information

40Item 6.

Exhibits and Reports on Form 8-K

41SIGNATURES

42




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PART IFINANCIAL INFORMATION





Item 1.    
Condensed Consolidated Financial Statements





CONDENSED CONSOLIDATED BALANCE SHEETS


(In thousands, except share and per share data)





December 31, 2001


March 31, 2002(Unaudited)ASSETSCurrent assets:Cash and cash equivalents

$
15,868


$
28,051Restricted cash






5,500Accounts receivable, less allowances of $2,079 in 2001 and $1,426 in 2002


20,029



12,485Prepaid expense and other


2,596



3,401Total current assets


38,493



49,437Property and equipment, net


12,884



11,511Purchased technology, net


751



613Other intangible assets, net


3,467



2,087Goodwill, net


7,396



8,180Other assets


1,520



1,456Total assets

$
64,511


$
73,284LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
2,826


$
2,127Salary and benefits payable


1,833



1,524Accrued liabilities


3,260



3,812Income taxes payable


695



774Current portion of capital-lease obligations


173



156Current portion of restructuring-related liabilities


15,384



20,032Deferred revenues


19,191



16,646Total current liabilities


43,362



45,071Capital-lease obligations, less current portion


248



203Long-term restructuring-related liabilities, less current portion


9,930



3,368Deferred tax liability


1,223



747Minority interest in joint venture


1,613



1,480Commitments and ContingenciesShareholders equity:Preferred stock, $0.01 par value:Authorized shares20,000,000 shares;Designated sharesnone






Common stock, $0.01 par value:Authorized shares80,000,000 shares;Issued and outstanding shares43,949,874 shares at December 31, 2001 and 50,388,103 at March 31, 2002


118,557



138,956Deferred stock-based compensation


(809
)


(390
)Accumulated deficit


(108,291
)


(114,849
)Accumulated other comprehensive loss


(1,322
)


(1,302
)Total shareholders equity


8,135



22,415Total liabilities and shareholders equity

$
64,511


$
73,284





See accompanying notes to condensed consolidated financial statements.




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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


(In thousands, except per share data)


(Unaudited)





Three Months Ended March 31,2001


2002Revenue:License

$
12,988


$
3,054Support and service


15,957



11,561Total revenue


28,945



14,615Cost of revenue:License


900



171Amortization of acquired technology


204



138Support and service


10,304



5,208Total cost of revenue


11,408



5,517Gross margin


17,537



9,098Operating expenses:Sales and marketing


19,188



5,997Research and development


7,229



3,953General and administrative


4,007



2,539Restructuring and other related charges






2,617Amortization and impairment of goodwill and other acquisition-related intangibles


1,623



209Amortization of stock-based compensation


310



87Total operating expenses


32,357



15,402Loss from operations


(14,820
)


(6,304
)Interest and other income (expense), net


232



(373
)Equity investment losses and impairment


(1,500
)


Loss before income taxes


(16,088
)


(6,677
)Income tax provision (benefit)


(94
)


14Minority interest in loss of consolidated subsidiary


(254
)


(133
)Net loss

$
(15,740
)

$
(6,558
)Net loss per share:Basic and diluted

$
(0.42
)

$
(0.14
)Shares used in calculation of net loss per share:Basic and diluted


37,821



48,119





See accompanying notes to condensed consolidated financial statements.




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CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY


(In thousands, except share data)


(Unaudited)





Common Stock


Deferred Stock-Based Compensation


Accumulated Deficit


Accumulated Other Comprehensive
Loss


Shareholders EquityShares

AmountBalance at December 31, 2001

43,949,874

$
118,557


$
(809
)

$
(108,291
)

$
(1,322
)

$
8,135Amortization of deferred stock-based compensation








87











87Reversal of deferred stock-based compensation associated with terminated employees




(332
)


332











Exercise of stock options

101,607


150















150Proceeds from public offering, net of offering costs

6,325,000


20,531















20,531Issuance of common stock to vendor for services rendered

11,622


50















50Comprehensive income (loss):Cumulative translation gain
















20



20Net loss












(6,558
)






(6,558
)Total comprehensive loss




















(6,538
)Balance at March 31, 2002

50,388,103

$
138,956


$
(390
)

$
(114,849
)

$
(1,302
)

$
22,415








See accompanying notes to condensed consolidated
financial statements.




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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


(In thousands)


(Unaudited)





Three Months Ended March 31,2001


2002Operating activities:Net loss to common shareholders

$
(15,740
)

$
(6,558
)Adjustments to reconcile net loss to net cash provided by operating activities:Depreciation and amortization


3,656



1,608Accretion of premium on investments


1



Loss on disposal of assets






35Deferred income taxes


(148
)


(89
)Noncash stock-based compensation expense


310



87Minority interest in loss of consolidated subsidiary


(254
)


(133
)Equity investment losses and impairment


1,500



Changes in operating assets and liabilities:Accounts receivable


10,846



7,559Other assets


(2,746
)


(741
)Accounts payable and accrued liabilities


(5,248
)


(406
)Restructuring-related liabilities






(1,914
)Deferred revenue


895



(2,545
)Income taxes


(87
)


79Net cash used in operating activities


(7,015
)


(3,018
)Investing activities:Purchases of securities


(2,500
)


Proceeds from maturity of securities


3,515



Restricted cash






(5,500
)Acquisition of RevenueLab in 2001, net of cash


131



Purchases of property and equipment


(5,168
)


Proceeds on disposal of equipment






77Net cash used in investing activities


(4,022
)


(5,423
)Financing activities:Proceeds from exercise of stock options


560



150Payments on capital lease obligations


(95
)


(62
)Net proceeds from sale of common stock


31,525



20,531Net cash provided by financing activities


31,990



20,619Effects of exchange rate changes on cash


(601
)


5Net increase in cash and cash equivalents


20,352



12,183Cash and cash equivalents at beginning of period


11,492



15,868Cash and cash equivalents at end of period

$
31,844


$
28,051Supplemental cash flow disclosure:Interest paid

$
7


$
5Income taxes paid, net


141



24Issuance of common stock and stock options in connection with acquisition


5,659



Issuance of short-term debt in connection with acquisition


1,000



Payment of obligation with common stock






50





See accompanying notes to condensed consolidated financial statements.




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ONYX SOFTWARE CORPORATION





NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





1.    Description of Business and Basis of Presentation





Description of the Company





Onyx Software and subsidiaries (Company) is a leading provider of enterprise-wide customer relationship management (CRM)
solutions designed to promote strategic business improvement and revenue growth by enhancing the way businesses market, sell and service their products. Using the Internet in combination with traditional forms of interaction, including phone, mail,
fax and e-mail, the Companys solution is designed to help enterprises to more effectively acquire, manage and retain customer, partner and other relationships. The Company markets its solution to companies that want to merge new, online
e-business processes with traditional business processes to enhance their customer-facing operations, such as marketing, sales, customer service and technical support. The Companys solution uses a single data model across all customer
interactions, resulting in a single repository for all marketing, sales and service information. It is fully integrated across all customer-facing departments and interaction media. The Companys solution is designed to be easy to use, widely
accessible, rapidly deployable, scalable, flexible, customizable and reliable, which results in a low total cost of ownership and rapid return on investment. The Company was incorporated in the state of Washington on February 23, 1994 and maintains
its headquarters in Bellevue, Washington.





Interim Financial Information





The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America for
interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been condensed, or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). In our opinion, the statements include all adjustments necessary
(which are of a normal and recurring nature) for a fair presentation for the results of the interim periods presented. These financial statements should be read in conjunction with our audited consolidated financial statements for the year ended
December 31, 2001, included in our Form 10-K filed with the SEC on March 1, 2002. Our results of operations for any interim period are not necessarily indicative of the results of operations for any other interim period or for a full fiscal year.





2.    Summary of Significant Accounting Policies





Principles of Consolidation





The consolidated financial statements include the accounts
of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.





Use of Estimates





The preparation of financial statements in conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect amounts reported in the financial statements. Changes in these estimates and assumptions may have a material impact on the financial statements. The Company has used estimates
in determining certain provisions, including uncollectible trade accounts receivable, useful lives for property and equipment, intangibles, tax liabilities and restructuring liabilities.





Revenue Recognition





The Company recognizes revenue in accordance with
accounting standards for software companies including Statement of Position 97-2, Software Revenue Recognition (SOP 97-2), as amended by SOP 98-4, SOP 98-9, and related interpretations including Technical Practice Aids.





The Company generates revenue through two sources: (a) software license revenue and (b) support and service revenue. Software
license revenue is generated from licensing the rights to use the Companys products directly to end-users and vertical service providers (VSPs) and indirectly through value-added resellers (VARs) and, to a lesser extent, through third-party
products the Company distributes. Support and service revenue is generated from sales of customer support services, consulting services and training services performed for customers that license the Companys products.




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License revenue is recognized when a noncancellable license agreement is in force as evidenced
by a signed contract, the product has been shipped, the license fee is fixed or determinable, and collectibility is probable.





In software arrangements that include rights to multiple software products and/or services, the Company allocates the total arrangement fee among each of the deliverables using the residual method, under which revenue is allocated to
undelivered elements based on vendor-specific objective evidence of fair value of such undelivered elements and the residual amounts of revenue are allocated to delivered elements. Elements included in multiple element arrangements could consist of
software products, maintenance (which includes customer support services and unspecified upgrades), or consulting services. Vendor-specific objective evidence is based on the price charged when an element is sold separately or, in the case of an
element not yet sold separately, the price established by authorized management, if it is probable that the price, once established, will not change before market introduction.





Standard terms for license agreements call for payment within 90 days. Probability of collection is based upon the assessment of the customers financial condition through the
review of its current financial statements or credit reports. For follow-on sales to existing customers, prior payment history is also used to evaluate probability of collection. Revenue from distribution agreements with VARs is typically recognized
upon the earlier of receipt of cash from the VAR or identification of an end-user. In the latter case, probability of collection is evaluated based upon the credit worthiness of the VAR. The Companys agreements with its customers, VSPs and
VARs do not contain product return rights.





Revenue from maintenance arrangements is recognized ratably over the term of the
contract, typically one year. Consulting revenue is primarily related to implementation services performed on a time-and-materials basis, or in certain situations on a fixed-fee basis, under separate service arrangements. Revenue from consulting and
training services is recognized as services are performed. Standard terms for renewal of maintenance arrangements, consulting services and training services call for payment within 30 days.





Fees from licenses sold together with consulting services are generally recognized upon shipment of the software, provided that the above criteria are met, payment of the license fees
are not dependent upon the performance of the services, and the consulting services are not essential to the functionality of the licensed software. If the services are essential to the functionality of the software, or payment of the license fees
is dependent upon the performance of the services, both the software license and consulting fees are recognized under the percentage of completion method of contract accounting.





If the fee is not fixed or determinable, revenue is recognized as payments become due from the customer. If a nonstandard acceptance period is provided, revenue is recognized upon the
earlier of customer acceptance or the expiration of the acceptance period.





Cash Equivalents





The Company considers all highly liquid investments with a remaining maturity of three months or less at the date of purchase to be cash equivalents. At March 31, 2002, the
Companys cash equivalents consisted of bankers acceptances with a maturity of three months or less and money market funds.





Fair Values of
Financial Instruments





At March 31, 2002, the Company has the following financial instruments: cash and cash equivalents,
accounts receivable, accounts payable, salaries and benefits payable, accrued liabilities and capital lease obligations. The carrying value of cash and cash equivalents, accounts receivable, accounts payable, salaries and benefits payable, and
accrued liabilities approximates their fair value based on the liquidity of these financial instruments or based on their short-term nature. The carrying value of capital lease obligations approximates fair value based on the market interest rates
available to the Company for debt of similar risk and maturities.





Property and Equipment





Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation and amortization is provided using the straight-line method over the estimated
useful lives of the related assets (or over the lease term if it is shorter for leasehold improvements), which range from two to seven years. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life.




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Intangible Assets and Goodwill





The Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 141, Business Combinations (SFAS 141), and SFAS No. 142,
Goodwill and Other Intangible Assets (SFAS 142), in July 2001. SFAS 141 requires that all business combinations be accounted for using the purchase method, thereby prohibiting the pooling-of-interests method. SFAS 141 also specifies
criteria for recognizing and reporting intangible assets apart from goodwill; however, assembled workforce must be recognized and reported in goodwill. SFAS 142 requires the use of a non-amortization approach to account for purchased goodwill and
certain intangibles. Under a non-amortization approach, goodwill and certain intangibles are no longer amortized into results of operations, but instead are reviewed for impairment and written down and charged to results of operations only in the
periods in which the recorded value of goodwill and certain intangibles is more than their fair value.





The Company adopted SFAS
142 on January 1, 2002. There was no cumulative transition adjustment required upon adoption. SFAS 141 and SFAS 142 required the Company to perform the following as of January 1, 2002: (i) review goodwill and intangible assets for possible
reclasses; (ii) reassess the lives of intangible assets; and (iii) perform a transitional goodwill impairment test. The Company reclassified an assembled workforce intangible asset with an unamortized balance of $1.2 million (along with a deferred
tax liability of $387,000) to goodwill on January 1, 2002. The Company has also reviewed the useful lives of its identifiable intangible assets and determined that the original estimated lives remain appropriate. The Company has completed the
transitional goodwill impairment test and has determined that the Company did not have a transitional impairment loss to record.





As required by SFAS 142, the Company has ceased amortization of goodwill associated with acquisitions completed prior to July 1, 2001, effective January 1, 2002. Prior to January 1, 2002, the Company amortized goodwill associated with the
pre-July 1, 2001 acquisitions over three to five years using the straight-line method. Identifiable intangibles are currently amortized over two to five years using the straight-line method.





Impairment of Long Lived Assets





On January 1, 2002, the Company adopted SFAS
No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS 144), which supersedes certain provisions of Accounting Principles Board (APB) Opinion No. 30, Reporting the Results of OperationsReporting the
Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions, and supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of. There was no cumulative transition adjustment required upon adoption. In accordance with SFAS 144, the Company evaluates long-lived assets, including intangible assets other than goodwill, for impairment whenever events or
changes in circumstances indicate that the carrying value of an asset may not be recoverable based on expected undiscounted cash flows attributable to that asset. The amount of any impairment is measured as the difference between the carrying value
and the fair value of the impaired asset. The Company does not have any long-lived assets it considers to be impaired.





Investment Losses and
Impairment





During 1999 and 2000, the Company invested in a small number of private companies. One of these investments was
accounted for using the equity method of accounting due to the Companys ability to exercise significant influence, but not control, over the investee and losses were recorded to the extent of our investment. The remaining private equity
investments are accounted for on a cost basis since the Company does not have the ability to exercise significant influence over the investee and the Companys ownership interest is less than 20%. Under the cost method of accounting,
investments in private companies are carried at cost and are adjusted only for other-than-temporary declines in fair value, distributions of earnings and additional investments. The Company periodically evaluates whether the declines in fair value
of its investments are other-than-temporary. This evaluation consists of a review of qualitative and quantitative factors by members of senior management, including a review of the investees financial condition, results of operations,
operating trends and other financial ratios. The Company further considers the implied value from any recent rounds of financing completed by the investee, as well as market prices of comparable public companies. The Company generally requires its
private investees to deliver monthly, quarterly and annual financial statements to assist in reviewing relevant financial data and to assist in determining whether such data may indicate other-than-temporary declines in fair value below the
Companys accounting basis. The Company generally considers a decline to be other-than-temporary if the estimated value is less than its accounting basis for two consecutive quarters, absent evidence to the contrary.




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Research and Development Costs





Research and development costs, which consist primarily of software development costs, are expensed as incurred. Financial accounting standards provide for the capitalization of certain
software development costs after technological feasibility of the software is established. Under the Companys current practice of developing new products and enhancements, the technological feasibility of the underlying software is not
established until the development of a working model. To date, the period between achieving technological feasibility and the general availability of such software has been short; therefore, software development costs qualifying for capitalization
have been immaterial.





Concentration of Credit Risk and Major Customers





Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of accounts receivable. The Companys customer base is dispersed
across many different geographic areas throughout North America, Europe, Asia Pacific and Latin America and consists of companies in a variety of industries. The Company assesses each customers financial condition through the review of current
financial statements or credit reports. For existing customers, prior payment history is also used to evaluate probability of collection and credit worthiness.





During the first quarter of 2001, one customer accounted for approximately 16% of total recognized revenues and 18% of accounts receivable. During the first quarter of 2002, no single customer accounted for 10% or
more of total revenues or accounts receivable. The Company does not require collateral or other security to support credit sales, but provides an allowance for bad debts based on historical experience applied against its aged receivables and
specifically identified risks.





Foreign Currency Translation





The functional currency of the Companys foreign subsidiaries is the local currency in the country in which the subsidiary is located. Assets and liabilities denominated in foreign
currencies are translated to U.S. dollars at the exchange rate in effect on the balance sheet date. Revenues and expenses are translated at the average monthly rates of exchange prevailing throughout the year. The translation adjustment resulting
from this process is shown within accumulated other comprehensive income (loss) as a component of shareholders equity. Gains and losses on foreign currency transactions are included in the consolidated statement of operations as incurred. To
date, gains and losses on foreign currency transactions have not been significant.





Income Taxes





The Company accounts for income taxes under the liability method. Under the liability method, deferred tax assets and liabilities are determined based
on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are established, when
necessary, to reduce deferred tax assets to the amounts expected to be realized.





Stock-Based Compensation





The Company has elected to follow APB Opinion No. 25, Accounting for Stock Issued to Employees (APB 25), and related interpretations, in
accounting for employee stock options rather than the alternative fair value accounting allowed by SFAS No. 123, Accounting for Stock-Based Compensation (SFAS 123). Under APB 25, compensation expense related to the Companys
employee stock options is measured based on the intrinsic value of the stock option. SFAS 123 requires companies that continue to follow APB 25 to provide pro forma disclosure of the impact of applying the fair value method of SFAS 123. The Company
recognizes compensation expense for options granted to non-employees in accordance with the provisions of SFAS 123 and the Emerging Issues Task Force consensus Issue 96-18, Accounting for Equity Instruments that are Issued to Other Than
Employees for Acquiring, or in Conjunction with Selling, Goods or Services, which require using a Black-Scholes option pricing model and remeasuring such stock options to the current fair market value until the performance date has been
reached.





Deferred stock-based compensation consists of amounts recorded when the exercise price of an option or the sales price
of restricted stock was lower than the subsequently determined fair value for financial reporting purposes. Deferred stock-based compensation also includes the intrinsic value of unvested options assumed in acquisitions. Deferred stock-based
compensation is amortized over the vesting period of the underlying options using a graded vesting approach.





Earnings Per Share





Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common
shares outstanding for the period. Diluted earnings per share reflects the potential dilution of securities by including other common stock equivalents, including stock options and redeemable convertible preferred stock, in the weighted average
number of common shares outstanding for a period, if dilutive.




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Other Comprehensive Income





SFAS No. 130, Reporting Comprehensive Income, establishes standards for reporting and display of comprehensive income and its components in the financial statements. The only
items of other comprehensive income (loss), which the Company currently reports, are foreign currency translation adjustments and unrealized gains (losses) on marketable securities.





Business Segments





SFAS No. 131, Disclosures about Segments of an Enterprise and
Related Information, establishes standards for reporting information about operating segments in annual financial statements. It also establishes standards for related disclosures about products and services, geographic areas and major
customers. Information related to segment disclosures is contained in Note 10.





Reclassifications





Certain prior year amounts have been reclassified to conform with the current year presentation. Such reclassifications had no impact on the results of
operations or shareholders equity for any year presented.





On January 1, 2002, the Company adopted Emerging Issues Task
Force Topic No. D-103 Income Statement Characterization of Reimbursements Received for Out-of-Pocket Expenses Incurred. Topic D-103 requires that certain out-of-pocket expenses rebilled to customers be recorded as revenue
versus an offset to the related expense. Prior to the adoption of Topic D-103, the Company recorded rebilled out-of-pocket expenses as an offset to the related expense. Comparative financial statements for prior periods have been conformed to the
current year presentation. The impact of the reclassification was to increase service revenue by $630,000, or 4%, and $378,000, or 3%, in the first quarter of 2001 and 2002, respectively.





3.     Purchased Technology, Other Intangible Assets and Goodwill





Purchased technology, intangible assets and goodwill consisted of the following (in thousands):





December 31,


March 31,2001


2002Purchased technology

$
2,328


$
2,328Less: accumulated amortization


(1,577
)


(1,715
)Purchased technology, net

$
751


$
613Other intangible assets

$
6,517


$
4,175Less: accumulated amortization


(3,050
)


(2,088
)Other intangible assets, net

$
3,467


$
2,087Goodwill

$
12,110


$
14,065Less: accumulated amortization


(4,714
)


(5,885
)Goodwill, net

$
7,396


$
8,180





Changes in the carrying amounts of other intangible assets and goodwill during
the three months ended March 31, 2002 relate to the reclassification of an assembled workforce intangible asset with a gross asset value of $2.3 million and an unamortized value of $1.2 million, along with an offsetting deferred tax liability of
$387,000, to goodwill on January 1, 2002.





Expected future amortization expense related to identifiable intangible assets is as
follows (in thousands):





April 1 to December 31, 2002

$
986Period Ending December 31,2003


1,0882004


626Total

$
2,700




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Summarized below are the effects on net income and net income per share data, if the Company
had followed the amortization provisions of SFAS 142 for all periods presented (in thousands, except per share data):





March 31,


March 31,2001


2002Net loss:As reported

$
(15,740
)

$
(6,558
)Add: goodwill and assembled workforce amortization, net of taxes


1,370



Adjusted net loss

$
(14,370
)

$
(6,558
)Basic and diluted net loss per share:As reported

$
(0.42
)

$
(0.14
)Add: goodwill and assembled workforce amortization, net of taxes


0.04



Adjusted basic and diluted net loss per share

$
(0.38
)

$
(0.14
)





4.    Restructuring and Other Related Charges





In April and again in September of 2001, the Company approved a restructuring plan to reduce headcount, reduce infrastructure and eliminate excess and
duplicate facilities. During 2001, the Company recorded approximately $51.8 million in restructuring and other related charges, although no charges were recorded in the first quarter ended March 31, 2001.





The components of the first quarter 2002 charges and a roll-forward of the related liability follow (in thousands):





Balance at December 31, 2001

Charge for the three months ended March 31, 2002


Cash payments


Balance at March 31, 2002Excess facilities

$
24,295

$
2,580


$
(3,762
)

$
23,113Employee separation costs


250


297



(472
)


75Other


769


(260
)


(297
)


212Total

$
25,314

$
2,617


$
(4,531
)

$
23,400





Employee separation costs, which include severance, related taxes, outplacement
and other benefits, of $297,000 related primarily to 10 employees in France terminated during the first quarter of 2002. Approximately $250,000 of employee separation costs incurred in the fourth quarter of 2001 was paid during the first quarter of
2002. The remaining severance balance totaling $75,000 will be paid during the second quarter of 2002.





The excess facility
charges recorded in 2001 and the first quarter of 2002 are the result of our decision to reduce or exit certain domestic and international facilities, the most significant portion of which relates to our additional facilities in Bellevue,
Washington. The obligation for this additional facility in Bellevue, Washington, relates to 262,000 square feet pursuant to leases that expire in 2011 and 2013 with annual minimum lease payments and operating costs totaling $10.1 million and annual
increases of $1 per square foot. Excess facilities charges for the three months ended March 31, 2002 were estimated at $2.6 million based on our evaluation of current market conditions in various markets relative to our existing excess facilities
accrual. The estimated facilities costs are based on current comparable rates for leases in the respective markets or estimated termination fees. If we are unsuccessful in negotiating affordable termination fees on certain facilities, if facilities
operating lease rental rates continue to decrease in these markets, if it takes longer than expected to find a suitable tenant to sublease these facilities, or if other estimates and assumptions change, the actual loss will exceed this estimate.
Future cash outlays are anticipated through September 2005 unless estimates and assumptions change or we are able to negotiate to exit the leases at an earlier date. Contractual lease obligations extend through 2016.





The current portion of restructuring-related liabilities totaled $20.0 million at March 31, 2002 and the long-term portion of restructuring-related
liabilities totaled $3.4 million at March 31, 2002.




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5.    Litigation and Contingencies





The Company, several of the Companys officers and directors and Dain Rauscher Wessels have been named as defendants in a series of related lawsuits filed in the United States
District Court for the Western District of Washington on behalf of purchasers of publicly traded Onyx common stock during various time periods. The consolidated amended complaint in these lawsuits alleges that the Company violated the Securities Act
of 1933 (Securities Act) and the Securities Exchange Act of 1934 (Exchange Act), and seeks certification of a class action for purchasers of Onyx common stock in Onyxs February 12, 2001 public offering and on the open market during the period
January 30, 2001 through July 24, 2001. In addition, a shareholder to whom the Company issued shares in the first quarter of 2001 has claimed that the Company made certain misrepresentations and omissions and otherwise violated the securities laws.
None of the complaints or claims specifies the amount of damages to be claimed.





Onyx, one of its officers and one of its former
officers have also been named as defendants in a lawsuit filed in the United States District Court for the Southern District of New York on behalf of purchasers through December 6, 2000 of Onyx common stock sold under the February 12, 1999
registration statement and prospectus for the Companys initial public offering. The complaint alleges that Onyx and the individual defendants violated the Securities Act by failing to disclose excessive commissions allegedly obtained by the
Companys underwriters pursuant to a secret arrangement whereby the underwriters allocated initial public offering shares to certain investors in exchange for the excessive commissions. The complaint also asserts claims against the underwriters
under the Securities Act and the Exchange Act in connection with the allegedly undisclosed commissions.





Onyxs directors
and some of its officers have been named as defendants in a shareholder derivative lawsuit filed in the Superior Court of Washington in and for King County. The complaint alleges that the individual defendants breached their fiduciary duty and their
duty of care to Onyx by allegedly failing to supervise Onyxs public statements and public filings with the SEC. The complaint alleges that, as a result of these breaches, misinformation about Onyxs financial condition was disseminated
into the marketplace and filed with the SEC. The complaint asserts that these actions have exposed Onyx to harmful and costly securities litigation, which could potentially result in an award of damages against Onyx.





In October 2001, Thomas Weisel Partners LLC filed a lawsuit against the Company in the United States District Court for the Northern District of
California, San Francisco division. This lawsuit arises out of the Companys engagement of Thomas Weisel for services in connection with the signing of the Companys equity financing arrangement with Ramius Securities and Ramius Capital.
Thomas Weisel alleges in its pleadings that a payment of $1.5 million became due under the engagement letter upon the signing of the arrangement. The Company has not made the payment because the underwriting terms of its equity facility with Ramius
were not approved by the NASD. Among other claims, the lawsuit alleges breach of contract, and seeks payment of the $1.5 million fee plus unspecified monetary damages.





The Company disputes the allegations of wrongdoing in these complaints and intends to vigorously defend itself and, where applicable, its officers and directors, against these lawsuits
and claims, and believes it has several meritorious defenses and, in certain instances, counterclaims. Depending on the amount and the timing, an unfavorable resolution of some or all of these matters could materially affect the Companys
business, future results of operations, financial position or cash flows in a particular period.





In addition, the Company is
involved in additional litigation in the ordinary course of its business, none of which management believes will have a material adverse effect on the Company.





6.    Earnings (Loss) Per Share





Basic earnings (loss) per share is computed by dividing net
income (loss) available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share reflects the potential dilution of securities by including other common stock equivalents,
including stock options and convertible preferred stock, in the weighted average number of common shares outstanding for a period, if dilutive.




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##### Table of Contents




Three Months Ended March 31,2001


2002(in thousands, except per share data)Net loss (A)

$
(15,740
)

$
(6,558
)Weighted average number of common shares (1)(B)


37,821



48,119Effect of dilutive securities:Stock options


*



*Adjusted weighted average shares (C)


37,821



48,119Loss per share:Basic (A)/(B)

$
(0.42
)

$
(0.14
)Diluted (A)/(C)

$
(0.42
)

$
(0.14
)


---

|(1) |  | For purposes of determining the weighted average number of common shares outstanding for the three months ended March 31, 2001, shares of restricted common stock issued through
the July 1998 exercise of stock options in exchange for promissory notes to the Company are excluded from both basic and diluted loss per share. The number of restricted shares excluded during the quarter ended March 31, 2001 was 1,600,000. The
outstanding promissory note was paid in full during the second quarter of 2001 and the related 1,600,000 shares of common stock were released from restriction.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|* |  | Excluded from the computation of diluted earnings per share because the effects are antidilutive. Options to purchase 9,511,739 shares of common stock with exercise prices of
$0.10 to $38.09 per share were outstanding as of March 31, 2001 and options to purchase 11,280,998 shares of common stock with exercise prices of $0.10 to $38.09 per share were outstanding as of March 31, 2002.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




7.    Stock-Based Compensation





Stock-based compensation includes stock-based charges resulting from option-related deferred compensation recorded at the Companys initial public offering and certain compensation arrangements with third-party
consultants, as well as the portion of acquisition-related consideration conditioned on the continued tenure of key employees of certain acquired businesses, which must be classified as compensation expense rather than as a component of purchase
price under accounting principles generally accepted in the United States of America. Stock-based compensation was $310,000 and $87,000 for the three months ended March 31, 2001 and 2002, respectively.





The decrease in stock-based compensation during the three months ended March 31, 2002 compared to the prior year is the result of the reversal of
deferred stock-based compensation associated with terminated RevenueLab employees during 2001 and the first quarter of 2002.





The following table shows the amounts of stock-based compensation that would have been recorded under the following income statement categories had stock-based compensation not been separately stated in the consolidated statements of
operations (in thousands):





Three Months Ended March 31,2001

2002Support and service cost of sales

$
124

$
53Sales and marketing


152


16Research and development


11


6General and administrative


23


12Total amortization of stock-based compensation

$
310

$
87




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8.    Other Comprehensive Income (Loss)





A reconciliation of comprehensive loss for the three months ended March 31, 2001 and March 31, 2002 follows (in thousands):





Three Months Ended March 31,2001


2002Net loss

$
(15,740
)

$
(6,558
)Other comprehensive income (loss):Foreign currency translation adjustments


(780
)


20Unrealized loss on marketable securities


(12
)


Total comprehensive loss

$
(16,532
)

$
(6,538
)





At both December 31, 2001 and March 31, 2002, accumulated other comprehensive loss, related solely to
foreign currency translation adjustments, totaled $1.3 million.





9.    Loan and Security Agreement





On February 14, 2002, the Company entered into a new Loan and Security Agreement with Silicon Valley Bank (SVB), which superceded the previous agreement
entered into in September 2001. Under the terms of the new Agreement, the Company has a $15.0 million working capital revolving line of credit with SVB, which is secured by accounts receivable, property and equipment and intellectual property.
This facility allows the Company to borrow up to the lesser of (a) 75% of eligible accounts receivable and (b) $15.0 million. If the borrowing base calculation falls below the outstanding standby letters of credit issued by SVB on Onyxs
behalf, SVB may require Onyx to cash secure the amount by which outstanding standby letters of credit exceed the borrowing base. At March 31, 2002, the Company cash secured $5.0 million of the outstanding standby letters of credit issued by SVB in
connection with this term of the Agreement. Any borrowings will bear interest at SVBs prime rate, which was 4.75% as of March 31, 2002, plus 1.5%; subject to a minimum rate of 6.0%. Additionally, the facility requires the Company to maintain
at least $7.0 million in unrestricted deposit accounts with SVB. The agreement requires the Company to maintain certain financial covenants based on monthly tangible net worth. We amended the loan documents on March 4, 2002 to revise the tangible
net worth covenants beginning with the month ended February 28, 2002. The Company was not in compliance with one of these covenants at March 31, 2002; however, SVB has granted a waiver through March 31, 2002. The Company is also prohibited under the
Loan and Security Agreement from paying dividends. The new facility expires on December 31, 2002. Based on the outstanding standby letters of credit totaling $10.1 million at March 31, 2002, no additional amounts are currently available under the
new credit facility.





10.    Segment and Geographic Information





The Company and its subsidiaries are principally engaged in the design, development, marketing and support of enterprise-wide CRM solutions designed to promote strategic business
improvement and revenue growth by enhancing the way businesses market, sell and service their products. Substantially all revenue results from the licensing of the Companys software products and related consulting and customer support
(maintenance) services. The Companys chief operating decision maker reviews financial information presented on a consolidated basis, accompanied by disaggregated information about revenue by geographic region for purposes of making operating
decisions and assessing financial performance. Accordingly, the Company considers itself to be in a single industry segment, specifically the license, implementation and support of its software applications and to consist of only one operating
segment. The Company does not prepare reports for, or measure the performance of, its individual software applications and, accordingly, the Company has not presented revenue or any other related financial information by individual software product.





11.    Shareholders Equity





In February 2002, the Company completed a public offering of 6,325,000 shares of its common stock at a purchase price to the public of $3.50 per share from its $100.0 million shelf registration, including 600,000
shares issued pursuant to the exercise of the over-allotment option granted to Wells Fargo Securities, LLC, the sole underwriter for the offering. The proceeds to the Company totaled $20.5 million after deducting the costs of the offering.




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12.    Equity Investment Losses and Impairment





During 1999 and 2000, the Company invested $3.5 million in a small number of private companies. The carrying value of these investments is included in
other assets on the accompanying consolidated balance sheets and totaled $500,000 at December 31, 2001 and March 31, 2002.





One of the investments mentioned above was accounted for using the equity method of accounting due to the Companys ability to exercise significant influence, but not control, over the investee. The entire balance of the $500,000
initial investment in this company was reduced to zero during 2000 as the Company recorded its proportionate share of the losses in the investee.





The remaining private equity investments have all been accounted for on a cost basis due to the fact that the Company does not have the ability to exercise significant influence over the investee. Under the cost
method of accounting, investments in private companies are carried at cost and are adjusted only for other-than-temporary declines in fair value, distributions of earnings and additional investments. The Company periodically evaluates whether the
declines in fair value of its investments are other-than-temporary. This evaluation consists of a review of qualitative and quantitative factors by members of senior management, including a review of the investees financial condition, results
of operations, operating trends and other financial ratios. The Company further considers the implied value from any recent rounds of financing completed by the investee, as well as market prices of comparable public companies. The Company generally
requires its private investees to deliver monthly, quarterly and annual financial statements to assist in reviewing relevant financial data and to assist in determining whether such data may indicate other-than-temporary declines in fair value below
the Companys accounting basis. The Company generally considers a decline to be other-than-temporary if the estimated value is less than its accounting basis for two consecutive quarters, absent evidence to the contrary.





During the first quarter of 2001, the Company recorded impairment losses, which totaled $1.5 million, relating to other-than-temporary
declines in three of its cost basis equity investments based upon a recent review of qualitative and quantitative factors surrounding the financial condition of the investees. These impairment losses were recorded to reflect each investment at its
estimated fair value. No other than temporary impairment-related losses were recorded during the first quarter of 2002.




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Item 2.    
Managements Discussion and Analysis of Financial Condition and Results of Operations





Forward-Looking Information





Our disclosure and analysis in this report contain forward-looking statements, which provide our current expectations or
forecasts of future events. Forward-looking statements in this report include, without limitation:





| |  |  | information concerning possible or assumed future results of operations, trends in financial results and business plans, including those relating to earnings growth and revenue
growth;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| |  |  | statements about the level of our costs and operating expenses relative to our revenues, and about the expected composition of our revenues;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------




| |  |  | statements about our future capital requirements and the sufficiency of our cash, cash equivalents, investments and available bank borrowings to meet these requirements;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| |  |  | information about the anticipated release dates of new products;
| | - |  | ----------------------------------------------------------------




| |  |  | other statements about our plans, objectives, expectations and intentions; and
| | - |  | ------------------------------------------------------------------------------




| |  |  | other statements that are not historical facts.
| | - |  | -----------------------------------------------




Words such as believes, anticipates and intends may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not
forward-looking. Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the
forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the factors described in the section entitled Important Factors That May Affect Our
Business, Our Results of Operations and Our Stock Price in this report. Other factors besides those described in this report could also affect actual results. You should carefully consider the factors described in the section entitled
Important Factors That May Affect Our Business, Our Results of Operations and Our Stock Price in evaluating our forward-looking statements.





You should not unduly rely on these forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly revise any forward-looking statement to reflect circumstances or
events after the date of this report, or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks we describe in the reports we file from time to time with the Securities and Exchange Commission, or SEC.





Overview





Onyx Software
Corporation is a leading provider of enterprise-wide customer relationship management, or CRM, solutions designed to promote strategic business improvement and revenue growth by enhancing the way businesses market, sell and service their products.
We focus on our customers success as the prime criterion for how we judge our own success. Using the Internet in combination with traditional forms of interaction, including phone, mail, fax and e-mail, our solution helps enterprises to more
effectively acquire, manage and maintain customer, partner and other relationships. We market our solution to companies that want to merge new, online business processes with traditional business processes to enhance their customer-facing
operations, such as marketing, sales, customer service and technical support. Our solution is Internet-based, which means companies can take advantage of lower costs and faster deployment associated with accessing CRM software with a simple browser.
Our solution uses a single data model across all customer interactions, resulting in a single repository for all marketing, sales and service information. It is fully integrated across all customer-facing departments and interaction media. Our
solution is designed to be easy to use, widely accessible, rapidly deployable, scalable, flexible, customizable and reliable, which results in a low total cost of ownership and rapid return on investment.





History of Operations





Onyx was founded in
February 1994. We commercially released version 1.0 of our flagship product, Onyx Customer Center, in December 1994. In our first three years of operation, we focused primarily on research and development activities, recruiting personnel, purchasing
operating assets, marketing our products, building a direct sales force and expanding our service business.




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##### Table of Contents

Our revenue totaled $2.2 million in 1995 and $9.6 million in 1996. In mid-1996, we substantially expanded our operations to capitalize on our opportunity within
the rapidly emerging CRM market. We decided, at the potential expense of profitability, to accelerate our investments in research and development, marketing, domestic and international sales channels, professional services and our general and
administrative infrastructure. We believe these investments were critical to our earlier growth. Our revenue grew to $19.4 million in 1997, $35.1 million in 1998 and $60.6 million in 1999. Nevertheless, these investments have also significantly
increased our operating expenses, contributing to the net losses that we incurred in each fiscal quarter from the first quarter of 1997 through the second quarter of 1999. After achieving profitability in the third and fourth quarters of 1999, we
decided to again accelerate our investments in research and development, marketing, domestic and international sales channels, professional services and our general and administrative infrastructure to further capitalize on our opportunity within
the CRM market. In 2000, our revenue grew to $119.3 million and we incurred a net loss totaling $4.7 million. In 2001, we had revenue of $97.2 million and incurred a net loss of $95.5 million, including restructuring and impairment charges totaling
$62.1 million. We implemented a restructuring plan during 2001 to bring our staffing and structure in line with our revenue base.





It is particularly difficult to predict the timing or amount of our license revenue, which have comprised the majority of our total revenues, because:





| |  |  | our sales cycles are lengthy and variable, typically ranging between three and twelve months from our initial contact with a potential customer to the signing of a license
agreement, although the sales cycle varies substantially from customer to customer and occasionally sales require substantially more time;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| |  |  | a substantial portion of our sales are completed at the end of the quarter and, as a result, a substantial portion of our license revenues are recognized in the last month of a
quarter, and often in the last weeks or days of a quarter;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| |  |  | the amount of unfulfilled orders for our products at the beginning of a quarter is small because our products are typically shipped shortly after orders are received; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| |  |  | delay of new product releases can result in a customers decision to delay execution of a contract or, for contracts that include the new release as an element of the
contract, will result in deferral of revenue recognition until such release.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Even though our revenue is
difficult to predict, we base our decisions regarding our operating expenses on anticipated revenue trends. Many of our expenses are relatively fixed, and we cannot quickly reduce spending if our revenue is lower than expected. During 2001, we saw a
shift in the buying behavior of our targeted new and existing customer base as a result of economic conditions leading to a delay of our customers capital spending initiatives, which we believe was the primary reason we experienced a
significant license revenue shortfall relative to our original 2001 operating plan. In addition, our revenue for the third and fourth quarters of 2001 was adversely affected by the September 11, 2001 terrorist attacks on the United States, which led
to further delays in capital spending initiatives of our prospects and installed base.





In this economic environment, we
continue to believe it will be difficult to predict our license revenue as capital spending initiatives of our targeted new and existing customer base are delayed. Due to the uncertainty of near-term sales growth, we determined that Onyxs
infrastructure, which had resulted in 97% revenue growth in 2000, was no longer sustainable. In April 2001, we began our restructuring efforts to reduce headcount, reduce infrastructure and eliminate excess and duplicate facilities to re-align our
organization toward profitable growth. Further reductions were enacted in the third and fourth quarters of 2001.





Overview of the Results for the
Three Months Ended March 31, 2002





Key financial data points relating to our first quarter 2002 performance include:





| |  |  | Revenue of $14.6 million, down 26% from the fourth quarter of 2001 and down 50% from the first quarter of 2001;
| | - |  | ---------------------------------------------------------------------------------------------------------------




| |  |  | License revenue of $3.1 million, down 53% from the fourth quarter of 2001 and down 76% from the first quarter of 2001;
| | - |  | ----------------------------------------------------------------------------------------------------------------------




| |  |  | Service revenue of $11.6 million, down 12% from the fourth quarter of 2001 and down 28% from the first quarter of 2001;
| | - |  | -----------------------------------------------------------------------------------------------------------------------




| |  |  | Service margins of 55%, up from 52% in the fourth quarter of 2001 and up significantly from 35% in the first quarter of 2001;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------




| |  |  | Operating expenses, excluding acquisition-related amortization, stock compensation and restructuring charges, of $12.5 million, down from $13.1 million in the fourth
quarter of 2001 and down from $30.4 million in the first quarter of 2001;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents




| |  |  | Unrestricted cash balances up $12.2 million from December 31, 2001 to $28.1 million at March 31, 2002; and
| | - |  | ----------------------------------------------------------------------------------------------------------




| |  |  | Days sales outstanding, based on end of period receivable balances, down to 78 days compared to 93 days in the fourth quarter of 2001and 95 days in the first quarter of 2001.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




We believe that continued adverse economic conditions in the information technology industry overall,
together with poor sales execution, led to disappointing license revenue results for the first quarter of 2002. Our service revenue, service margins and operating expense management, however, were solid during the first quarter. Aggressive
collection efforts led to improved days sales outstanding and the completion of a public offering in February 2002 yielded $20.5 million in net proceeds to the Company, further strengthening our financial position at March 31, 2002 compared to
December 31, 2001.





The majority of our revenue is generated from customers in the high technology, financial services, and
healthcare industries. Accordingly, our business is affected by the economic and business conditions of these industries and the demand for information technology within these industries. In early 2002, the global economy appeared to us to be
stabilizing and the information technology industry seemed to us to be poised to return to positive growth. Although we believe that recent economic data indicates that macro-economic conditions may be stabilizing, capital spending by corporations,
and more specifically, technology spending, appears to us to be lagging the overall economic recovery. Economic conditions within the information technology industry continued to be extremely difficult during the first three months of 2002 and, in
the first quarter, the overall demand for information technology did not increase at the rate we anticipated.





As a result of
current economic uncertainties and poor sales execution in the first quarter of 2002, we will be focused on the following near-term objectives: (i) successful integration of our new Senior Vice President of the Americas who joined Onyx in April
2002; (ii) aggressive pipeline management aimed at focusing our resources and efforts on the opportunities with the highest probability of success; (iii) maximization of partnerships with key system integration and technology vendors; (iv)
maintaining cost controls that may facilitate our return to profitability when coupled with modest revenue growth; (v) successfully launching our next major release on the Windows NT/Microsoft BackOffice and Unix/Oracle platforms; (vi) maintaining
high customer satisfaction levels; and (vii) aggressively managing our exposure of excess facility commitments.





We believe
that, by focusing our efforts on these key objectives, we will be able to return to profitability in challenging economic times and successfully grow our business, although we can make no assurances about when, or whether, this will occur. We
continue to align costs and expenses to our expected revenues and review our restructuring efforts. However, we may continue to experience losses and negative cash flows in the near term, even if sales of our products and services continue to grow.





Critical Accounting Policies and Estimates





Onyxs discussion and analysis of its financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles
generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities. On an ongoing basis, we evaluate our critical accounting policies and estimates, including those related to revenue recognition, bad debts, intangible assets, restructuring, and contingencies and litigation. 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 the 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.





We believe the following critical accounting policies affect the more significant judgments and estimates used in the preparation of our consolidated financial statements:





Revenue Recognition.    Revenue recognition rules for software companies are very complex. We follow very specific and detailed guidelines in measuring revenue; however, certain judgments
affect the application of our revenue policy. Revenue results are difficult to predict, and any shortfall in revenue or delay in recognizing revenue could cause our operating results to vary significantly from quarter to quarter and could result in
future operating losses.




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We recognize revenue in accordance with accounting standards for software companies including
Statement of Position, or SOP, 97-2, Software Revenue Recognition, as amended by SOP 98-4, SOP 98-9, and related interpretations including Technical Practice Aids.





Onyx generates revenue through two sources: (a) software license revenue and (b) support and service revenue. Software license revenue is generated from licensing the rights to use our
products directly to end-users and vertical service providers, or VSPs, and indirectly through value-added resellers, or VARs, and, to a lesser extent, through third-party products we distribute. Support and service revenue is generated from sales
of customer support services (maintenance contracts), consulting services and training services performed for customers that license our products.





License revenue is recognized when a noncancellable license agreement is in force as evidenced by a signed contract, the product has been shipped, the license fee is fixed or determinable, and collectibility is
probable.





In software arrangements that include rights to multiple software products and/or services, we allocate the total
arrangement fee among each of the deliverables using the residual method, under which revenue is allocated to undelivered elements based on vendor-specific objective evidence of fair value of such undelivered elements and the residual amounts of
revenue are allocated to delivered elements. Elements included in multiple element arrangements could consist of software products, maintenance (which includes customer support services and unspecified upgrades), or consulting services.
Vendor-specific objective evidence is based on the price charged when an element is sold separately or, in the case of an element not yet sold separately, the price established by authorized management, if it is probable that the price, once
established, will not change before market introduction.





Standard terms for license agreements call for payment within 90 days.
Probability of collection is based upon the assessment of the customers financial condition through the review of its current financial statements or credit reports. For follow-on sales to existing customers, prior payment history is also used
to evaluate probability of collection. Revenue from distribution agreements with VARs is typically recognized upon the earlier of receipt of cash from the VAR or identification of an end-user. In the latter case, probability of collection is
evaluated based upon the creditworthiness of the VAR. Our agreements with customers, VSPs and VARs do not contain product return rights.





Revenue from maintenance arrangements is recognized ratably over the term of the contract, typically one year. Consulting revenue is primarily related to implementation services performed on a time-and-materials basis or, in certain
situations, on a fixed-fee basis, under separate service arrangements. Implementation services are periodically performed under fixed-fee arrangements, and in such cases, consulting revenue is recognized on a percentage-of-completion basis. Revenue
from consulting and training services is recognized as services are performed. Standard terms for renewal of maintenance arrangements, consulting services and training services call for payment within 30 days.





Revenue consisting of fees from licenses sold together with consulting services is generally recognized upon shipment of the software, provided that the
above criteria are met, payment of the license fees are not dependent upon the performance of the services, and the consulting services are not essential to the functionality of the licensed software. If the services are essential to the
functionality of the software, or payment of the license fees is dependent upon the performance of the services, both the software license and consulting fees are recognized under the percentage of completion method of contract accounting.





If the fee is not fixed or determinable, revenue is recognized as payments become due from the customer. If a nonstandard
acceptance period is provided, revenue is recognized upon the earlier of customer acceptance or the expiration of the acceptance period.





Bad
Debts.    A considerable amount of judgment is required when we assess the ultimate realization of receivables, including assessing the probability of collection and the current creditworthiness of each customer. We have
recorded significant charges in our bad debt reserves in recent periods due to the rapid downturn in the economy, and in the technology sector in particular, and we may record additional charges in the future.





Restructuring.    During 2001 and the first quarter of 2002, we recorded significant write-offs and accruals in connection with our restructuring
program. These write-offs and accruals include estimates pertaining to employee separation costs and the settlements of contractual obligations related to excess leased facilities and other contracts. Although we believe that we have made reasonable
estimates of our restructuring costs in calculating these write-offs and accruals, the actual costs will differ from these estimates, particularly the costs surrounding the excess leased facilities. If we are unable to negotiate affordable
termination fees, if rental rates continue to decrease in the real estate markets where these excess facilities are located, or if it takes us longer than expected to find a suitable sublease tenant, the actual costs could significantly exceed our
estimates.




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Impairment of Intangible Assets.    We periodically evaluate acquired businesses for
potential impairment indicators. Our judgments regarding the existence of impairment indicators are based on legal factors, market conditions and operational performance of our acquired businesses. Future events could cause us to conclude that
impairment indicators exist and that goodwill and other intangible assets associated with our acquired businesses are impaired. Beginning in 2002, the methodology for assessing potential impairments of intangibles changed based on new accounting
rules issued by the Financial Accounting Standards Board, or FASB, and related practice implementation guidance. Any resulting future impairment losses could have a material adverse impact on our financial condition and results of operations.





Contingencies and Litigation.    We are subject to proceedings, lawsuits and other claims related to class action lawsuits
and other matters. We are required to assess the likelihood of any adverse judgments or outcomes to these matters as well as potential ranges of probable losses. A determination of the amount of loss accrual required, if any, for these contingencies
are made after careful analysis of each individual issue. The required accruals may change in the future due to new developments in each matter or changes in approach such as a change in defense strategy in dealing with these matters.





Onyx Japan





In September 2000, we
entered into a joint venture with Softbank Investment Corporation and Prime Systems Corporation to create Onyx Software Co., Ltd., or Onyx Japan, a Japanese corporation, for the purpose of distributing our technology and product offerings in Japan.
In October 2000, we made an initial contribution of $4.3 million in exchange for 58% of the outstanding common stock and the joint venture partners invested $3.1 million for the remaining 42% of the common stock of Onyx Japan. We have a controlling
interest in Onyx Japan; therefore, Onyx Japan has been included in our consolidated financial statements. The minority shareholders interest in Onyx Japans earnings or losses is accounted for in the statement of operations.





Under the terms of the joint venture agreement, Prime Systems may at any time after September 14, 2001, sell its shares after 90 days notice
to us. We have a right of first refusal to purchase any of Prime Systems shares that are offered for resale at the same price for which those shares are being offered to a third party. Further, either Onyx or Prime Systems may terminate the
joint venture agreement at its discretion if Onyx Japan does not complete an initial public offering on or before July 31, 2003. If Prime Systems exercises its right of termination for this reason, Onyx has the right, at its election, to either (a)
buy Prime Systems shares at the current fair market value as determined by appraisal or (b) force a liquidation of Onyx Japan.





We have entered into a distribution agreement with Onyx Japan, which was approved by the minority shareholders, that provides for a fee to us based on license and maintenance revenues in Japan. During the first quarter of 2001 and 2002,
fees charged under this agreement were $203,000 and $148,000, respectively. The intercompany fees are eliminated in consolidation; however, Onyx allocates 42% of the fees to the minority shareholders.




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Results of Operations





The following table presents certain financial data, derived from our unaudited statements of operations, as a percentage of total revenue for the periods indicated. The operating results for the three months ended
March 31, 2001 and 2002 are not necessarily indicative of the results that may be expected for the full year or any future period.





Three Months Ended March 31,2001


2002Consolidated Statement of Operations Data:Revenue:License

44.9
%

20.9
%Support and service

55.1


79.1Total revenue

100.0


100.0Cost of revenue:License

3.1


1.2Amortization of acquired technology

0.7


0.9Support and service

35.6


35.6Total cost of revenue

39.4


37.7Gross margin

60.6


62.3Operating expenses:Sales and marketing

66.3


41.0Research and development

25.0


27.1General and administrative

13.8


17.4Restructuring and other-related charges




17.9Amortization and impairment of goodwill and other acquisition-related charges

5.6


1.4Amortization of stock-based compensation

1.1


0.6Total operating expenses

111.8


105.4Loss from operations

(51.2
)

(43.1
)Interest and other income (expense), net

0.8


(2.6
)Equity investment losses and impairment

(5.2
)

Loss before income taxes

(55.6
)

(45.7
)Income tax provision (benefit)

(0.3
)

0.1Minority interest in loss of consolidated subsidiary

(0.9
)

(0.9
)Net loss

(54.4
)%

(44.9
)%





Revenue





Total revenue, which consists of software license and support and service revenue, decreased 50% from $28.9 million in the first quarter of 2001 to $14.6 million in the first quarter of 2002. One customer accounted
for 16% of our revenue in the first quarter of 2001. No single customer accounted for more than 10% of our revenue in the first quarter of 2002.





Our license revenue decreased 76%, from $13.0 million in the first quarter of 2001 to $3.1 million in the first quarter of 2002. We believe the decrease was primarily due to the progressive weakening of the global
economy that began in early 2001, which has caused a delay in the capital spending initiatives of our prospective and existing customers, particularly in the middle market. We also believe the decrease in the most recent quarter was due in part to
poor sales execution, which we are aggressively working to improve.





Our support and service revenue
decreased 28%, from $16.0 million in the first quarter of 2001 to $11.6 million in the first quarter of 2002. The majority of the decrease was due to decreased consulting and training services. Support and service revenue represented 55% of our
total revenue in the first quarter of 2001 and 79% in the first quarter of 2002. We expect our support and service revenue to decrease in absolute dollars in 2002 compared to 2001, primarily because of our strategic decision to provide more
opportunities for our partners to engage with our customers, and due to the reduction in demand for our consulting services resulting from the decrease in our license revenue in recent quarters. In addition, we may experience a decline in
maintenance revenue as some customers elect not to renew annual maintenance contracts, primarily due to specific economic circumstances facing these customers and fewer new licenses sold in 2001. We expect the proportion of support and service
revenue to total revenue to fluctuate in the future, depending in part on our customers direct use of third-party consulting and implementation service providers, the degree to which we provide opportunities for our partners to engage with our
customers and the ongoing renewals of customer support contracts, as well as our overall sales of software licenses to new and existing customers.





On January 1, 2002, we adopted Emerging Issues Task Force Topic No. D-103, Income Statement Characterization of Reimbursements Received for Out-of-Pocket Expenses Incurred, Topic D-103 requires
that certain out-of-pocket expenses rebilled to customers be recorded as revenue versus an offset to the related expense. Prior to the adoption of Topic D-103, we recorded rebilled out-of-pocket expenses as an offset to the related expense.
Comparative financial statements for prior periods have been conformed to the current year presentation. The impact of the reclassification was to increase service revenue by $630,000, or 4%, and $378,000, or 3%, in the first quarter of 2001 and
2002, respectively.




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Revenue outside of North America decreased 30%, from $6.6 million in the first quarter of 2001
to $4.6 million in the first quarter of 2002. The decrease in international revenue was due to a decrease in both license and support and service revenues in Europe, Australia and Southeast Asia, which have been impacted by the progressive weakening
of the global economy and the resulting delay in capital spending initiatives.





Cost of Revenue





Cost of license revenue





Cost of license revenue consists of license fees for third-party software, amortization of acquired technology, product media, product duplication, manuals, product fulfillment and shipping costs. Cost of license revenue decreased 81%, from
$900,000 in the first quarter of 2001 to $171,000 in the first quarter of 2002. Cost of license revenue as a percentage of related license revenue was 7% in the first quarter of 2001 and 6% in the first quarter of 2002. The decrease in cost of
license revenue in dollars resulted from a decrease in license revenue and from a write-down of third-party product inventory not yet sold that was recorded in the first quarter of 2001. No excess inventory write-downs were recorded in the first
quarter of 2002.





Amortization of acquired technology





Amortization of acquired technology represents the amortization of capitalized technology associated with our acquisitions of EnCyc in 1998 and Versametrix and Market Solutions in 1999.
Amortization of acquired technology was $204,000 in the first quarter of 2001 and $138,000 in the first quarter of 2002. The decrease in amortization of acquired technology is the result of an impairment recorded in the third quarter of 2001
relating to the carrying value of the acquired technology asset associated with Versametrix.





Cost of service revenue





Cost of service revenue consists of personnel and third-party service provider costs related to consulting services,
customer support and training. Cost of service revenue decreased 49%, from $10.3 million in the first quarter of 2001 to $5.2 million in the first quarter of 2002. The decrease in dollar amount resulted primarily from a reduction in consulting
personnel during 2001 to more closely align with our service revenue, as well as a decrease in the use of third-party service providers, which have a higher cost structure than our internal resources. Our service employees decreased 43% from March
31, 2001 to March 31, 2002. Cost of service revenues as a percentage of related service revenues was 65% in the first quarter of 2001 compared to 45% in the first quarter of 2002. The decrease in cost of service revenues as a percentage of related
service revenues is due to a higher proportion of maintenance revenue, which has a lower cost structure and therefore contributes higher margins than our consulting and training services, coupled with a lower percentage use of third-party service
providers in our consulting engagements, which contribute significantly lower margins than internal resources. The cost of services as a percentage of service revenue may vary between periods primarily for two reasons: (1) the mix of services we
provide (consulting, customer support, training), which have different cost structures, and (2) the resources we use to deliver these services (internal versus third parties).





Costs and Expenses





Sales and marketing





Sales and marketing expenses consist primarily of salaries, commissions and bonuses earned by sales and marketing personnel, travel and promotional
expenses and facility and communication costs for direct sales offices. Sales and marketing expenses decreased 69%, from $19.2 million in the first quarter of 2001 to $6.0 million in the first quarter of 2002. The decrease in dollar amount from the
first quarter of 2001 to 2002 was primarily due to restructuring activities and reductions in sales and marketing headcounts, along with a decrease in sales commissions and bonuses. Sales and marketing employees decreased 63% from March 31, 2001 to
March 31, 2002. Sales and marketing expenses represented 66% of our total revenue in the first quarter of 2001, compared to 41% in the first quarter of 2002. The decrease in sales and marketing expenses as a percentage of total revenue is primarily
the result of a change in the mix of license and service revenue between periods.




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##### Table of Contents




We expect our sales and marketing expenses to decrease in absolute dollars in 2002 relative to
2001 as we gain the full benefit of our restructuring efforts and invest in resource levels that more closely align with the expected demand for our products. However, the number of personnel is expected to increase modestly from current levels over
the remainder of 2002. As we gain visibility into our long-term sales growth opportunity, we believe that we may need to significantly increase our sales and marketing efforts to expand our market position and further increase acceptance of our
products.





Research and development





Research and development expenses consist primarily of salaries, benefits and equipment for software developers, quality assurance personnel, program managers and technical writers and payments to outside contractors.
Research and development expenses decreased 45%, from $7.2 million in the first quarter of 2001 to $4.0 million in the first quarter of 2002. The decrease was primarily due to a decrease in the use of outside contractors, and to a lesser extent, due
to a decrease in the number of development personnel. Research and development employees decreased 14% from March 31, 2001 to March 31, 2002. Research and development costs represented 25% of our total revenue in the first quarter of 2001, compared
to 27% in the first quarter of 2002.





Although research and development expenses were affected by our restructuring activities,
those development projects that we believe to be most strategic to our long-term growth were not affected. We believe our research and development investments are essential to our strategic priorities. As we gain visibility into our long-term sales
growth opportunity, we believe that we may need to increase our research and development investment in absolute dollars to expand our market position and continue to expand our product line.





General and administrative





General and administrative expenses consist
primarily of salaries, benefits and related costs for our executive, finance, human resource and administrative personnel, professional services fees and allowances for bad debt. General and administrative expenses decreased 37%, from $4.0 million
in the first quarter of 2001 to $2.5 million in the first quarter of 2002. The decrease in dollar amount from the first quarter of 2001 to 2002 was primarily due to restructuring activities and reductions in executive, finance, human resource and
administrative personnel, along with a decrease in professional fees and allowances for bad debt expense. General and administrative employees decreased 39% from March 31, 2001 to March 31, 2002. General and administrative costs represented 14% of
our total revenue in the first quarter of 2001, compared to 17% in the first quarter of 2002.





In 2001, we added key executive
personnel who we believe will be critical to our near-term and long-term growth strategies. The expenses related to adding these personnel will offset, in large part, our reduction in other general and administrative expense areas enacted as part of
our restructuring plan. As we gain visibility into our long-term sales growth opportunity, we believe our general and administrative expenses may increase as we expand our administrative staff, domestically and internationally, and incur additional
professional services fees.





Restructuring and other related charges





Restructuring and other related charges represent our efforts to reduce our overall cost structure. In April and again in September 2001, we approved a restructuring plan to reduce
headcount, reduce infrastructure and eliminate excess and duplicate facilities. During 2001, we recorded approximately $51.8 million in restructuring and other related charges, although no charges were recorded in the first quarter ended March 31,
2001.





The components of the first quarter 2002 charges and a roll-forward of the related liability follow (in thousands):





Balance at December 31, 2001

Charge for the three months ended March 31, 2002


Cash payments


Balance at March 31, 2002Excess facilities

$
24,295

$
2,580


$
(3,762
)

$
23,113Employee separation costs


250


297



(472
)


75Other


769


(260
)


(297
)


212Total

$
25,314

$
2,617


$
(4,531
)

$
23,400




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Employee separation costs, which include severance, related taxes, outplacement and other benefits, of $297,000 related primarily to 10
employees in France terminated during the first quarter of 2002. Approximately $250,000 of employee separation costs incurred in the fourth quarter of 2001 was paid during the first quarter of 2002. The remaining severance balance totaling $75,000
will be paid during the second quarter of 2002.





The excess facility charges recorded in 2001 and the first quarter of 2002 are
the result of our decision to reduce or exit certain domestic and international facilities, the most significant portion of which relates to our additional facilities in Bellevue, Washington. The obligation for this additional facility in Bellevue,
Washington, relates to 262,000 square feet pursuant to leases that expire in 2011 and 2013 with annual minimum lease payments and operating costs totaling $10.1 million and annual increases of $1 per square foot. Excess facilities charges for the
three months ended March 31, 2002 were estimated at $2.6 million based on our evaluation of current market conditions in various markets relative to our existing excess facilities accrual. The estimated facilities costs are based on current
comparable rates for leases in the respective markets and estimated termination fees for certain lease obligations. The market for office space in the greater Seattle area, and the other regions where our excess facilities are located, is
experiencing a downturn. As a result, rents are suppressed and it is more difficult to find tenants desiring subleases and may impact our ability to negotiate affordable termination fees with the landlords of these facilities. If we are unable to
successfully sublease our excess facilities or negotiate affordable lease terminations, particularly in Bellevue, Washington, we will incur continued substantial facilities costs for which we will receive no economic benefit. Further, if facilities
operating lease rental rates continue to decrease in these markets, if it takes longer than expected to find a suitable tenant to sublease these facilities, if we are unable to negotiate affordable lease terminations, or if other estimates and
assumptions change, the actual loss on our excess facilities will exceed the estimate set forth above. We will continue to revise our restructuring charges as more definitive information becomes available. Future cash outlays are anticipated through
at least September 2005 unless estimates and assumptions change or we are able to negotiate our exit of these leases at an earlier date. Contractual lease obligations extend through 2016.





The current portion of restructuring-related liabilities totaled $20.0 million at March 31, 2002 and the long-term portion of restructuring-related liabilities totaled $3.4 million at
March 31, 2002.





We are continuing to align our operations and review our restructuring efforts. Expenses will increase when and
if revenue increases. However, we may be unable to achieve these expense reductions without adversely affecting our business and operating results. We may continue to experience losses and negative cash flows in the near term, even if sales of our
products and services continue to grow.





Amortization and impairment of goodwill and other acquisition-related intangibles





Amortization and impairment of acquired intangibles consists of intangible amortization associated with our acquisitions of EnCyc in 1998,
Versametrix and Market Solutions in 1999, CSN Computer Consulting in 2000 and RevenueLab in 2001. Amortization and impairment of acquired intangibles totaled $1.6 million in the first quarter of 2001. Due to the full impairment of the carrying value
of intangibles associated with the acquisitions of Versametrix, Market Solutions and RevenueLab during the third and fourth quarters of 2001, coupled with the elimination of goodwill amortization expense in 2002 as the result of the required
adoption of new accounting pronouncements effective January 1, 2002, as more fully described in Note 1 to the accompanying unaudited consolidated financial statements, amortization and impairment of acquired intangibles was reduced to $209,000 in
the first quarter of 2002.





Deferred stock-based compensation





We recorded deferred stock-based compensation of $2.2 million in 1998, representing the difference between the exercise prices of options granted to acquire shares of common stock during
1997 and 1998, prior to our initial public offering, and the deemed fair value for financial reporting purposes of our common stock on the grant dates. We recorded an additional $1.8 million in deferred compensation in connection with the options
granted to new employees in conjunction with the acquisition of RevenueLab in January 2001. Deferred compensation is amortized over the vesting periods of the options. We amortized stock-based compensation expense of $310,000 in the first quarter of
2001 and $87,000 in the first quarter of 2002. Approximately $872,000 of deferred compensation that was recorded in January 2001 in connection with options granted to employees of RevenueLab was reversed during 2001 and the first quarter of 2002
upon the employees termination. Amortization of the deferred stock-based compensation balance of $390,000 at March 31, 2002 will approximate $225,000 in the remaining nine months of 2002, $100,000 in 2003, $51,000 in 2004 and $14,000 in 2005.




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Interest and other income (expense), net





Interest and other income (expense), net consists of earnings on our cash and cash equivalent and short-term investment balances, offset by interest expense and bank fees associated with
debt obligations and credit facilities. Interest and other income (expense), net was $232,000 in the first quarter of 2001 compared to an expense of $(373,000) in the first quarter of 2002. The decrease in interest and other income (expense), net is
primarily the result of an increase in bank fees and equity transaction-related expenses which were not associated with the sale of securities in the first quarter of 2002, coupled with lower interest rates on marketable securities as compared to
the same period of 2001.





Equity investment losses and impairment





During the first quarter of 2001, we recorded impairment losses totaling $1.5 million relating to other-than-temporary declines in three of our cost basis equity investments based on a
recent review of qualitative and quantitative factors surrounding the financial condition of the investees. These impairment losses were recorded to reflect each investment at its estimated fair value. No impairment losses were recorded during the
first quarter of 2002. At December 31, 2001 and March 31, 2002, the remaining carrying value of private equity investments totaled $500,000 and is included in other assets in the consolidated balance sheets.





Income taxes





We recorded a benefit of $(94,000)
in the first quarter of 2001 and an income tax provision of $14,000 in the first quarter of 2002. Our income tax provision (benefit) in both the first quarter of 2001 and 2002 is the net result of income taxes in connection with our foreign
operations, offset by the deferred tax benefit recorded as we amortize the intangibles associated with our international acquisitions. We made no provision and recorded no benefit for federal or state income taxes in the first quarter of 2001 or the
first quarter of 2002 due to our historical operating losses, which resulted in deferred tax assets. We have recorded a valuation allowance for the entire deferred tax asset as a result of uncertainties regarding the realization of the asset
balance.





Minority interest in loss of consolidated subsidiary





Softbank Investments Corporation and Prime Systems Corporation together own 42% of Onyx Japan, our Japanese joint venture. We have a controlling interest and, therefore, Onyx Japan has
been included in our consolidated financial statements. The minority shareholders interest in Onyx Japans earnings or losses is accounted for in the statement of operations each period. In the first quarter of 2001, the minority
shareholders interest in Onyx Japans losses totaled $254,000. In the first quarter of 2002, the minority shareholders interest in Onyx Japans losses totaled $133,000. At March 31, 2002, the minority shareholders
remaining interest in the joint venture totaled $1.5 million. Any future losses of Onyx Japan will be shared by the minority shareholders to the extent of their interest in the joint venture.





Liquidity and Capital Resources





As of March 31, 2002, we had unrestricted
cash and cash equivalents of $28.1 million, an increase of $12.2 million from cash and cash equivalents held as of December 31, 2001. As of March 31, 2002, we also had restricted cash balances totaling $5.5 million. We invest our cash in excess of
current operating requirements in a portfolio of investment-grade securities. We did not hold any short-term marketable securities as of December 31, 2001 or March 31, 2002.





As of March 31, 2002, our principal obligations consisted of restructuring-related liabilities totaling $23.4 million, of which $20.0 million is expected to be paid within the next 12
months, accrued liabilities of $3.8 million, trade payables of $2.1 million and salaries and benefits payable of $1.5 million. The majority of the restructuring-related liabilities relate to excess facilities in domestic and international markets,
the most significant portion of which relates to our additional facilities in Bellevue, Washington. The obligation for this additional facility in Bellevue, Washington, relates to 262,000 square feet pursuant to leases that expire in 2011 and 2013
with annual minimum lease payments and operating costs totaling $10.1 million and annual increases of $1 per square foot. The majority of our accounts payable, salaries and benefits payable and accrued liabilities at March 31, 2002 will be settled
during the next three months and will result in a corresponding decline in the amount of cash and cash equivalents, offset by liabilities associated with activity in the second quarter of 2002. Off-balance sheet commitments as of March 31, 2002
primarily consisted of operating leases associated with facilities in Bellevue, Washington and our domestic and international field office facilities.





In February 2002, we completed a public offering of 6,325,000 shares of our common stock at a purchase price to the public of $3.50 per share from our $100.0 million shelf registration, including 600,000 shares issued
pursuant to the exercise of the over-allotment option granted to Wells Fargo Securities, LLC, the sole underwriter for the offering. The net proceeds were $20.5 million after deducting the costs associated with the offering. We intend to use the net
proceeds for additional working capital and other general corporate purposes, as well as the possible acquisition of or investment in complementary businesses, products and technologies. We may also use a portion of the net proceeds to pay
obligations arising in connection with the potential termination of the lease of our excess facilities.




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On February 14, 2002, we entered into a new Loan and Security Agreement with Silicon Valley
Bank, or SVB, which superceded the previous agreement entered into in September 2001. Under the terms of the new Agreement, we have a $15.0 million working capital revolving line of credit with SVB, which is secured by accounts receivable, property
and equipment and intellectual property. This facility allows us to borrow up to the lesser of (a) 75% of eligible accounts receivable or (b) $15.0 million. If the borrowing base calculation falls below the outstanding standby letters of credit
issued by SVB on our behalf, SVB may require us to cash secure the amount by which outstanding standby letters of credit exceed the borrowing base. At March 31, 2002, we cash secured $5.0 million of the outstanding standby letters of credit issued
by SVB in connection with this term of the Agreement. Any borrowings will bear interest at SVBs prime rate, which was 4.75% as of March 31, 2002, plus 1.5%, subject to a minimum rate of 6.0%. Additionally, the facility requires us to maintain
at least $7.0 million in unrestricted deposit accounts with SVB. The agreement requires us to maintain certain financial covenants based on monthly tangible net worth. We amended the loan documents on March 4, 2002 to revise the tangible net
worth covenants beginning with the month ended February 28, 2002. We were not in compliance with one of these covenants at March 31, 2002; however, SVB has granted a waiver through March 31, 2002. We are also prohibited under the Loan and Security
Agreement from paying dividends. The new facility expires on December 31, 2002. Based on the outstanding standby letters of credit totaling $10.1 million at March 31, 2002, no additional amounts are currently available under the new credit
facility.





Our operating activities resulted in net cash outflows of $7.0 million in the first quarter of 2001 and $3.0 million
in the first quarter of 2002. The operating cash outflows in each of these periods were primarily the result of our operating losses adjusted for non-cash amortization and impairment charges, decreases in accounts payable and accrued liabilities,
decreases in deferred revenues and increases in prepaid expenses and other assets, offset in part by cash provided by collections on accounts receivable. The net cash outflow of $3.0 million in the first quarter of 2002 includes $4.5 million in cash
paid for restructured items.





Investing activities used cash of $4.0 million in the first quarter of 2001, primarily for funding
leasehold improvements and purchasing capital equipment associated with our new Bellevue, Washington facility, offset in part by the net proceeds from the maturity of short-term marketable securities. Investing activities used cash of $5.4 million
in the first quarter of 2002, primarily due to the restriction of cash used to secure outstanding letters of credit.





Financing
activities provided cash of $32.0 million in the first quarter of 2001 primarily due to the proceeds from our public offering of common stock in February 2001 and proceeds from the exercise of stock options, offset in part by payments on our
long-term obligations. Financing activities provided cash of $20.6 million in the first quarter of 2002 primarily due to the proceeds from our public offering of common stock in February 2002 and proceeds from the exercise of stock options, offset
in part by payments on our long-term obligations.





Our near-term restructuring costs and excess facilities, along with our
ongoing operations, may consume a material amount of our cash resources. It is also possible that we will use a portion of our cash resources to acquire or invest in complementary businesses, products or technologies; however, we currently have no
commitments or agreements with respect to any transactions of this nature. We may also use a portion of our cash resources to pay obligations arising in connection with the potential termination of the lease or our excess facilities. If we are
unable to successfully sublease our excess facilities or negotiate affordable lease terminations, particularly in Bellevue, Washington, we will incur continued substantial facilities costs for which we will receive no economic benefit. Further, if
facilities operating lease rental rates continue to decrease in these markets, if it takes longer than expected to find a suitable tenant to sublease these facilities, we are unable to negotiate affordable lease terminations, or if other estimates
and assumptions change adversely, the actual loss on our excess facilities will exceed the estimate recorded to date.





We
believe that our existing cash and cash equivalents will be sufficient to meet our capital requirements for at least the next twelve months. However, we may seek additional funds before that time through public or private equity financing or from
other sources to fund our operations and pursue our growth strategy. We have no commitment for additional financing, and we may experience difficulty in obtaining additional financing on favorable terms, if at all. Any financing we obtain may
contain covenants that restrict our freedom to operate our business or may have rights, preferences or privileges senior to our common stock and may dilute our current shareholders ownership interest in Onyx.




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Adoption of Accounting Standards





During the three months ended March 31, 2002, we adopted new accounting standards related to the accounting for: business combinations; intangible assets and goodwill; impairment of long
lived assets; discontinued operations; and presentation of rebilled out-of-pocket expenses. There was no cumulative transition adjustment recorded upon the adoption of any of these accounting standards and the adoption of these accounting standards
did not have a material impact on our consolidated financial position, results of operations or cash flows other than the discontinuance of goodwill amortization discussed below. The following is a brief summary of the accounting standards adopted
during the three months ended March 31, 2002:





Business Combinations.    On July 1, 2001, we adopted certain provisions of
SFAS 141, although no business combinations have been consummated since June 30, 2001. We adopted the remaining provisions of SFAS 141 effective January 1, 2002. SFAS 141 requires that all business combinations be accounted for using the purchase
method, thereby prohibiting the pooling-of-interests method. SFAS 141 also specifies criteria for recognizing and reporting intangible assets apart from goodwill; however, assembled workforce must be recognized and reported in goodwill.





Goodwill and Intangible Assets.    We adopted the provisions of SFAS 142 effective January 1, 2002. SFAS 142 requires that
intangible assets with an indefinite life should not be amortized until their life is determined to be finite and all other intangible assets must be amortized over their useful life. SFAS 142 also requires that goodwill not be amortized but instead
tested for impairment at the reporting unit level at least annually and more frequently upon the occurrence of certain events. We have completed the first step of the transitional goodwill impairment test and have determined that there was no
transitional impairment upon full adoption in the first quarter of 2002. If the non-amortization provisions of SFAS 142 had been effective in 2001, net loss and basic and diluted net loss per share for the three months ended March 31, 2001, would
have been a loss of $14,370 and $0.38 per share, respectively.





Impairment of Long-Lived Assets and Discontinued
Operations.On January 1, 2002, we adopted SFAS 144. SFAS 144 supersedes certain provisions of APB Opinion No. 30, Reporting the Results of OperationsReporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions and supersedes SFAS No. 121 Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of. There was no
cumulative transition adjustment required upon adoption.





Presentation of Rebilled Expenses.On January 1, 2002, we adopted
Emerging Issues Task Force Topic No. D-103. Topic D-103 requires that certain out-of-pocket expenses rebilled to customers be recorded as revenue versus an offset to the related expense. Prior to the adoption of Topic D-103, we recorded rebilled
out-of-pocket expenses as an offset to the related expense. Comparative financial statements for prior periods have been conformed to the current year presentation. This change had no effect on operating income or net income for any period
presented.





IMPORTANT FACTORS THAT MAY AFFECT OUR BUSINESS, OUR RESULTS OF OPERATIONS AND OUR STOCK PRICE





Our operating results fluctuate and could fall below expectations of securities analysts and investors, resulting in a decrease in our stock price.





Our operating results have varied widely in the past, and we expect that they will continue to fluctuate in the future. If
our operating results fall below the expectations of securities analysts and investors, it could result in a decrease in our stock price. Some of the factors that could affect the amount and timing of our revenue and related expenses and cause our
operating results to fluctuate include:





| |  |  | general economic conditions, which may affect our customers capital investment levels in management information systems;
| | - |  | -------------------------------------------------------------------------------------------------------------------------




| |  |  | rate of market acceptance of our CRM solution;
| | - |  | ----------------------------------------------




| |  |  | budget and spending decisions by our customers;
| | - |  | -----------------------------------------------




| |  |  | customers decisions to defer orders or implementations, particularly large orders or implementations, from one quarter to the next, or to proceed with
smaller-than-forecasted orders or implementations;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| |  |  | level of purchases by our existing customers, including additional license and maintenance revenues;
| | - |  | ----------------------------------------------------------------------------------------------------




| |  |  | our ability to enable our products to operate on multiple platforms;
| | - |  | --------------------------------------------------------------------




| |  |  | our ability to compete in the highly competitive CRM market;
| | - |  | ------------------------------------------------------------




| |  |  | the loss of any key technical, sales, customer support or management personnel and the timing of any new hires;
| | - |  | ---------------------------------------------------------------------------------------------------------------




| |  |  | our ability to develop, introduce and market new products and product versions on a timely basis;
| | - |  | -------------------------------------------------------------------------------------------------




| |  |  | variability in the mix of our license versus service revenue the mix of our direct versus indirect license revenue and the mix of services that we perform versus those
performed by third-party service providers;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| |  |  | our ability to successfully expand our operations, and the amount and timing of expenditures related to this expansion; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------




| |  |  | the cost and financial accounting effects of any acquisitions of companies or complementary technologies that we may complete.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------

|
|

|
|



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As a result of all of these factors, we cannot predict our revenue with any significant degree
of certainty, and future product revenue may differ from historical patterns. It is particularly difficult to predict the timing or amount of our license revenue because:





| |  |  | our sales cycles are lengthy and variable, typically ranging between three and twelve months from our initial contact with a potential customer to the signing of a license
agreement, although the sales cycle varies substantially from customer to customer and occasionally sales require substantially more time;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| |  |  | a substantial portion of our sales are completed at the end of the quarter and, as a result, a substantial portion of our license revenue is recognized in the last month of a
quarter, and often in the last weeks or days of a quarter;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| |  |  | the amount of unfulfilled orders for our products at the beginning of a quarter is small because our products are typically shipped shortly after orders are received; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| |  |  | delay of new product releases can result in a customers decision to delay execution of a contract or, for contracts that include the new release as an element of the
contract, will result in deferral of revenue recognition until such release.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Even though our revenue is
difficult to predict, we base our decisions regarding our operating expenses on anticipated revenue trends. Many of our expenses are relatively fixed, and we cannot quickly reduce spending if our revenue is lower than expected. As a result, revenue
shortfalls could result in significantly lower income or greater loss than anticipated for any given period, which could result in a decrease in our stock price.





Economic conditions could adversely affect our revenue growth and ability to forecast revenue.





Our revenue
growth and potential for profitability depend on the overall demand for CRM software and services. Because our sales are primarily to corporate customers, we are also impacted by general economic and business conditions. A softening of demand for
computer software caused by the weakened economy, both domestic and international, has affected our sales and may continue to result in decreased revenue and growth rates. As a result of the economic downturn, we have also experienced and may
continue to experience difficulties in collecting outstanding receivables from our customers. In addition, the terrorist attacks on the United States on September 11, 2001, and the armed conflict that followed, have added or exacerbated economic,
political and other uncertainties, which could adversely affect our sales and thus our revenue growth.





Our management team uses
our proprietary software to identify, track and forecast future revenue, backlog and trends in our business. Our sales force monitors the status of all proposals, such as the date when they estimate that a transaction will close and the potential
dollar amount of such sale. We aggregate these estimates regularly in order to generate a sales pipeline and then evaluate the pipeline at various times to look for trends in our business. While this pipeline analysis provides us with visibility
about our potential customers and the associated revenue for budgeting and planning purposes, these pipeline estimates may not consistently correlate to revenue in a particular quarter or over a longer period of time. The slowdown in the domestic
and international economies, as well as the effects of terrorist activity and armed conflict, may continue to cause customer purchasing decisions to be delayed, reduced in amount or cancelled, which could reduce the rate of conversion of the
pipeline into contracts during a particular period of time. In particular, as a result of the economic slowdown, we believe that a number of our potential customers may delay or cancel their purchase of our software, consulting services or customer
support services or may elect to develop their own CRM solution or solutions. A variation in the pipeline or in the conversion of the pipeline into contracts could adversely affect our business and operating results. In addition, because a
substantial portion of our sales are completed at the end of the quarter, and often in the last weeks or days of a quarter, we may be unable to adjust our cost structure in response to a variation in the conversion of the pipeline into contracts in
a timely manner, which could adversely affect our business and operating results.





If we do not retain our key employees and management team, and
integrate our new senior management personnel, our ability to execute our business strategy will be limited.





Our future
performance will depend largely on the efforts and abilities of our key technical, sales, customer support and managerial personnel and on our ability to attract and retain them. In addition, our ability to execute our business strategy will depend
on our ability to recruit additional experienced management personnel and to retain our existing executive officers. The competition for qualified personnel in the computer software and technology markets is particularly intense. We have in the past
experienced difficulty in hiring qualified technical, sales, customer support and managerial personnel, and we may be unable to attract and retain such personnel in the future. In addition, due to the intense competition for qualified employees, we
may be required to increase the level of compensation paid to existing and new employees, which could materially increase our operating expenses. Our key employees are not obligated to continue their employment with us and could leave at any time.




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The market price of our common stock has fluctuated substantially since our initial public
offering in February 1999. Consequently, potential employees may perceive our equity incentives such as stock options as less attractive and current employees whose options are no longer priced below market value may choose not to remain employed by
us. In that case, our ability to attract or retain employees will be adversely affected.





Our Chief Marketing Officer has
transitioned roles to lead our Strategic Services division; another Onyx executive has succeeded him as the Vice President of Marketing. This transition may cause some short-term disruption to our marketing activities in particular and our ongoing
operations in general.





Fluctuations in support and service revenue could decrease our total revenue or decrease our gross margins, which could cause
a decrease in our stock price.





During 2001 and the first quarter of 2002, our support and service revenue represented a
higher percentage of our total revenue than in past periods, which negatively impacted our gross margins. To the extent that this trend continues, our gross margins will continue to suffer. Support and service revenue represented 37% of our total
revenue in 1999 and 38% of our total revenue in 2000. Due largely to the decrease in license revenue in 2001, support and service revenue represented 61% of our total revenue in 2001. Support and service revenue represented 79% of our total revenue
in the first quarter of 2002. We anticipate that support and service revenue will continue to represent a significant percentage of total revenue. Because support and service revenue has lower gross margins than license revenue, a continued increase
in the percentage of total revenue represented by support and service revenue or a further decrease in license revenue, as we experienced in 2001 and the first quarter of 2002, could have a detrimental effect on our overall gross margins and thus on
our operating results. Our support and service revenue is subject to a number of risks. First, we subcontract some of our consulting, customer support and training services to third-party service providers. Third-party contract revenue generally
carries even lower gross margins than our service business overall. As a result, our support and service revenue and related margins may vary from period to period, depending on the mix of these third-party contract revenues. In addition, support
and service revenue depends in part on ongoing renewals of support contracts by our customers, some of which may not renew their support contracts. We believe that the renewal rates of our support contracts declined during 2001 and the first quarter
of 2002 at least in part as a result of the economic downturn, and we cannot offer any assurance that these rates will increase or that they will not continue to decline. Finally, support and service revenue as a percentage of total revenue could
decline further if customers select third-party service providers to install and service our products more frequently than they have in the past. If support and service revenue is lower than anticipated, our operating results could fall below the
expectations of securities analysts or investors, which could result in a decrease in our stock price.





Our operating results may fluctuate
seasonally, and these fluctuations may cause our stock price to decrease.





Our stock price may decrease due to seasonal
fluctuations in our revenue. We have experienced and expect in the future to experience significant seasonality in the amount of our software license revenue. In fiscal years before 2001, we recognized more license revenue in our fourth quarter than
in each of the first three quarters of the fiscal year and experienced lower license revenue in the first quarter than in the preceding fourth quarter. We believe that these fluctuations are caused in part by customer buying patterns and the efforts
of our direct sales force to meet or exceed fiscal year-end quotas. Our fourth quarter 2001 revenue was, however, lower than the revenue we achieved in the first and second quarters, and was only slightly higher than the revenue we achieved in the
third quarter. We believe that this deviation from our historical experience reflects recessionary economic conditions, and that in this economic environment the approval process for capital spending budgets in the new calendar year will be lengthy.
This may result in a delay in the customer procurement process throughout the first half of 2002, which could cause our seasonal sales to continue to vary from the normal pattern. We expect to experience again in future periods the seasonal patterns
described above, starting in the second half of 2002.





We have a limited operating history and are subject to the risks of new enterprises.





We commenced operations in February 1994 and commercially released the first version of our flagship product in December
1994. Accordingly, we have a limited operating history, and we face all of the risks and uncertainties encountered by early-stage companies. These risks and uncertainties include:





| |  |  | no history of sustained profitability;
| | - |  | --------------------------------------




| |  |  | uncertain growth in the market for, and uncertain market acceptance of, our solution;
| | - |  | -------------------------------------------------------------------------------------




| |  |  | reliance on one product family;
| | - |  | -------------------------------




| |  |  | the risk that competition, technological change or evolving customer preferences, such as preferences for different computing platforms, could harm sales of our solution;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | the need to implement our sales, marketing and after-sales service initiatives, both domestically and internationally;
| | - |  | ----------------------------------------------------------------------------------------------------------------------




| |  |  | the need to execute our product development activities;
| | - |  | -------------------------------------------------------




| |  |  | dependence on a limited number of key technical, customer support, sales and managerial personnel; and
| | - |  | ------------------------------------------------------------------------------------------------------




| |  |  | the risk that our management will be unable to effectively manage growth or any acquisition we may undertake.
| | - |  | -------------------------------------------------------------------------------------------------------------




The evolving nature of the CRM market increases these risks and uncertainties. Our limited operating history makes it difficult to predict how our business will develop.





We have incurred losses in recent periods, and may not again achieve profitability, which could cause a decrease in our stock price.





If we do not return to profitability in future quarters, our stock price could decrease. We incurred net losses in each
quarter from Onyxs inception through the third quarter of 1994, from the first quarter of 1997 through the second quarter of 1999, and from the first quarter of 2000 through the first quarter of 2002. As of March 31, 2002, we had an
accumulated deficit of $114.8 million. Our accumulated deficit and financial condition have caused some of our potential customers to question our viability, which we believe has in turn hampered our ability to sell some of our products. In the
near-term, we believe our costs and operating expenses, excluding restructuring-related charges, will continue to decrease to a level that is closer to our expected revenue while allowing us to continue to invest in accordance with our strategic
priorities. We may not, however, realize cost savings from these restructuring initiatives in future periods. In particular, if we are unable to successfully sublease or terminate our excess facilities, particularly in Bellevue, Washington, we will
incur continued substantial facilities costs for which we will receive no economic benefit. We accrued a restructuring charge for these excess facilities in 2001 and updated these estimates in the first quarter of 2002. We based our estimate of what
these costs would be based on current comparable rates for leases in the applicable markets and estimated termination fees. If facilities operating lease rental rates continue to decrease in these markets, if it takes longer than expected to find a
suitable tenant to sublease these facilities, or if other estimates and assumptions changes, the actual loss could exceed the estimate. In addition, we may be unable to achieve cost savings without adversely affecting our business and operating
results. We may continue to experience losses and negative cash flows in the near term, even if sales of our products and services continue to grow.





We may need to significantly increase our sales and marketing, product development and professional services efforts to expand our market position and further increase acceptance of our products. We may not be able to
increase our revenues sufficiently to keep pace with these growing expenditures, if at all, and, as a result, may be unable to achieve or maintain profitability in the future.





Our workforce reduction and financial performance may place additional strain on our resources and may harm the morale and performance of our personnel and our ability to hire new personnel.





In connection with our effort to streamline our operations, reduce costs and bring our staffing and structure in line with our revenue base,
in 2001 we restructured our organization and reduced our workforce by more than 300 employees. There have been and may continue to be substantial costs associated with the workforce reduction related to severance and other employee-related costs, as
well as material charges for reduction of excess facilities, and our restructuring plan may yield unanticipated consequences, such as attrition beyond our planned reduction in workforce. This workforce reduction has placed significant strain on our
administrative, operational and financial resources and has resulted in increasing responsibilities for each of our management personnel. As a result, our ability to respond to unexpected challenges may be impaired and we may be unable to take
advantage of new opportunities. In addition, many of the employees who were terminated possessed specific knowledge or expertise, and that knowledge or expertise may prove to have been important to our operations. In that case, their absence may
create significant difficulties. Further, the reduction in workforce may reduce employee morale and may create concern among potential and existing employees about job security at Onyx, which may lead to difficulty in hiring and increased turnover
in our current workforce, and divert managements attention. In addition, this headcount reduction may subject us to the risk of litigation, which could result in substantial costs to Onyx and could divert managements time and attention
away from business operations.





If we are unable to compete successfully in the highly competitive CRM market, our business will fail.





Our solution targets the CRM market. This market is intensely competitive, fragmented, rapidly changing and significantly
affected by new product introductions. We face competition in the CRM market primarily from front-office software application vendors, large enterprise software vendors and our potential customers information technology departments, which may
seek to develop proprietary CRM systems. The dominant competitor in our industry is Siebel Systems, Inc., which holds a significantly greater percentage of the CRM market than we do. Other companies with which we compete include, but are not limited
to, Amdocs Limited, BroadVision, Inc., E.piphany, Inc., Kana Communications, Inc., Oracle Corporation, PeopleSoft, Inc., Pivotal Corporation and SAP AG.







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In addition, as we develop new products, including new product versions operating on new
platforms, we may begin competing with companies with whom we have not previously competed. It is also possible that new competitors will enter the market. An increase in competitive pressures in our market or our failure to compete effectively may
result in pricing reductions, reduced gross margins and loss of market share. Many of our competitors have longer operating histories, greater name recognition, larger customer bases and significantly greater financial, technical, marketing and
other resources than we do. Furthermore, a number of our competitors have recently been acquired by other large technology companies, which enhances their resources. We believe that there will be further consolidation among our competitors. As a
result, they may be able to adapt more quickly to new technologies and customer needs, devote greater resources to promoting or selling their products and services, initiate and withstand substantial price competition, take advantage of acquisition
or other strategic opportunities more readily or develop and expand their product and service offerings more quickly than we can. In addition, our competitors may form strategic relationships with each other and with other companies in attempts to
compete more successfully against us. These relationships may take the form of strategic investments, joint marketing agreements, licenses or other contractual arrangements, any of which may increase our competitors ability, relative to ours,
to address customer needs with their software and service offerings and that may enable them to rapidly increase their market share.





We may be unable
to obtain the funding necessary to support the expansion of our business, and any funding we do obtain could dilute our shareholders ownership interest in Onyx.





Our future revenue may be insufficient to support the expenses of our operations and the expansion of our business. We may therefore need additional equity or debt capital to finance our
operations. If we are unable to generate sufficient cash flow from operations or to obtain funds through additional financing, we may have to reduce some or all of our development and sales and marketing efforts and limit the expansion of our
business.





We currently have a loan and security agreement with SVB which allows us to borrow up to the lesser of (a) 75% of our
eligible accounts receivable based on a borrowing base calculation, or (b) $15.0 million. At the time of this filing, no additional amounts are available under the line of credit based on the level of our borrowing base and our outstanding letters
of credit. At March 31, 2002, we cash secured $5.0 million of the outstanding standby letters of credit issued by SVB in connection with this term of the agreement. Any borrowings will bear interest at SVBs prime rate, which was 4.75% as
of March 31, 2002, plus 1.5%, subject to a minimum rate of 6.0%. Additionally, the facility requires us to maintain at least $7.0 million in unrestricted deposit accounts with SVB. The agreement requires us to maintain certain financial covenants
based on monthly tangible net worth. We amended the loan documents on March 4, 2002 to revise the tangible net worth covenants beginning with the month ended February 28, 2002. We were not in compliance with one of these covenants at March 31, 2002;
however, SVB has granted a waiver through March 31, 2002. We are also prohibited under the loan and security agreement from paying dividends. The new facility expires on December 31, 2002. Based on the outstanding standby letters of credit totaling
$10.1 million at March 31, 2002, no additional amounts are currently available under the new credit facility.





If we are unable
to maintain compliance with the financial covenants in our loan and security agreement in the future, or if SVB decides to restrict our cash deposits, our liquidity will be further limited and our business, financial condition and operating results
could be harmed.





We believe that the proceeds from our public offering in February 2002 and our existing cash and cash
equivalents will be sufficient to meet our capital requirements for at least the next twelve months. However, we may seek additional funds before that time through public or private equity financing or from other sources to fund our operations and
pursue our growth strategy. We have no commitment for additional financing, and we may experience difficulty in obtaining funding on favorable terms, if at all. Any financing we obtain may contain covenants that restrict our freedom to operate our
business or may require us to issue securities that have rights, preferences or privileges senior to our common stock and may dilute your ownership interest in Onyx.





We have been named as a defendant in securities class actions and other litigation, and have received other claims, that could result in substantial costs and divert managements attention and resources.





We, several of our officers and directors and Dain Rauscher Wessels have been named as defendants in a series of related
lawsuits filed in United States District Court for the Western District of Washington on behalf of purchasers of publicly traded Onyx common stock during various time periods. The consolidated amended complaint in these lawsuits alleges that we
violated the Securities Act of 1933, or Securities Act, and the Securities Exchange Act of 1934, or Exchange Act, and seeks certification of a class action for purchasers of Onyx common stock in Onyxs February 12, 2001 public offering and on
the open market during the period January 23, 2001 through July 24, 2001. In addition, a shareholder to which we issued shares in the first quarter of 2001 has claimed that we made certain misrepresentations and omissions and otherwise violated the
securities laws. None of the complaints or claims specifies the amount of damages to be claimed.




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Onyx, one of its officers and one of its former officers have also been named as defendants in
a lawsuit filed in the United States District Court for the Southern District of New York on behalf of purchasers through December 6, 2000 of Onyx common stock sold under the February 12, 1999 registration statement and prospectus for our initial
public offering. The complaint alleges that Onyx and the individual defendants violated the Securities Act by failing to disclose excessive commissions allegedly obtained by our underwriters pursuant to a secret arrangement whereby the underwriters
allocated initial public offering shares to certain investors in exchange for the excessive commissions. The complaint also asserts claims against the underwriters under the Securities Act and the Exchange Act in connection with the allegedly
undisclosed commissions.





Onyxs directors and some of its officers have been named as defendants in a recently initiated
shareholder derivative lawsuit filed in the Superior Court of Washington in and for King County. The complaint alleges that the individual defendants breached their fiduciary duty and their duty of care to Onyx by allegedly failing to supervise
Onyxs public statements and public filings with the SEC. The complaint alleges that, as a result of these breaches, misinformation about Onyxs financial condition was disseminated into the marketplace and filed with the SEC. The
complaint asserts that these actions have exposed Onyx to harmful and costly securities litigation which could potentially result in an award of damages against Onyx.





In October 2001, Thomas Weisel Partners LLC filed a lawsuit against Onyx in the United States District Court for the Northern District of California, San Francisco division. This lawsuit
arises out of our engagement of Thomas Weisel for services in connection with the signing of our equity financing arrangement with Ramius Securities and Ramius Capital. Thomas Weisel alleges in its pleadings that a payment of $1.5 million became due
under the engagement letter upon the signing of the arrangement. We have not made the payment because the underwriting terms of its equity facility with Ramius were not approved by the NASD. Among other claims, the lawsuit alleges breach of
contract, and seeks payment of the $1.5 million fee plus unspecified monetary damages.





Onyx intends to vigorously defend itself
and, where applicable, its officers and directors, against these lawsuits and claims, and believes it has several meritorious defenses and, in certain instances, counterclaims. If we are not successful in our defense of these claims, however, we
could be forced to make significant payments to the plaintiffs and their lawyers and such payments, if not covered by our insurance carriers, could harm our financial condition, operating results and cash flows. Even if these claims are not
successful, the litigation could result in substantial costs to Onyx and could divert managements time and attention away from business operations. The uncertainty associated with substantial unresolved litigation may also impair our
relationships with existing customers and our ability to obtain new customers.





Because many potential customers are unaware of the benefits of CRM
systems, our solution may not achieve significant market acceptance.





The market for CRM systems is still emerging, and
continued growth in demand for and acceptance of CRM systems remains uncertain. Even if the market for CRM systems grows, businesses may purchase our competitors solutions or develop their own. We believe that many of our potential customers
are not fully aware of the benefits of CRM systems and that, as a result, CRM systems may never achieve significant market acceptance. We have spent, and will continue to spend, considerable resources educating potential customers not only about our
solution but also about CRM systems in general. Even with these educational efforts, however, market acceptance of our solution may not increase. We will not succeed unless we can educate our target market about the benefits of CRM systems and the
cost-effectiveness, ease of use and other benefits of our solution.





If potential customers do not accept the Onyx product family, our business will
fail.





We rely on one product family for the success of our business. License revenue from the Onyx product family have
historically accounted for nearly all of our license revenue. We expect product license revenue from the Onyx product family to continue to account for a substantial majority of our future revenue. As a result, factors adversely affecting the
pricing of or demand for the Onyx product family, such as competition or technological change, could dramatically affect our operating results. If we are unable to successfully deploy current versions of the Onyx product family and to develop,
introduce and establish customer acceptance of new and enhanced versions of the Onyx product family, our business will fail.





In
June 2001, we released version 3.0 of Onyx Employee Portal, the Web-based version of our flagship product. This release represented a major software architecture change to this product. In the event that prospects or customers do not embrace this
new product version or are unable to successfully deploy this product, our business will fail.




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If we are unsuccessful in our attempt to enable our products to operate on multiple platforms, our revenue growth
could be limited.





We originally designed our products to operate exclusively on the Windows NT and Microsoft
BackOffice platforms. As a result, our primary market has historically been to customers that have developed or are willing to develop their enterprise computing systems around these platforms, which limits our potential sales. In December 2000, we
announced the platform release of a new product version designed to operate on the Oracle/Unix platform. Due to the complexity of the development of this new product version, we have delayed the expected date of general availability until the second
quarter of 2002. We cannot offer any assurance, however, as to whether such general release will occur by this expected period, if at all. If and when this new product version becomes generally available, we cannot predict the degree to which it
will achieve market acceptance or the extent to which it will perform as our customers expect. If our new product version contains defects or errors, or otherwise does not run as expected, its market acceptance may be delayed or limited, and our
reputation may be damaged. Further, if our new product version does not achieve general market acceptance, our revenue growth will be limited. We believe that our ability to effectively expand our business into large enterprises depends on the
successful release and market acceptance of our new product version. If we are unable to expand into large enterprises, the growth of our business and our revenue will be limited. Moreover, enabling our products to run on multiple platforms could
lengthen the development cycle, thus delaying the release date of future product versions or new products, which could further restrict our revenue growth.





If we are unable to compete effectively in the Internet-based solutions market, demand for our solution may be limited.





Our products communicate through public and private networks over the Internet. The success of our solution may depend, in part, on our ability to develop products that compete effectively in the Internet-based market. We are uncertain of
the extent to which businesses will use the Internet as a means of communication and commerce and whether a significant market will develop for Internet-based CRM systems. The use of the Internet is evolving rapidly, and many companies are
developing products that use the Internet. The increased commercial use of the Internet could require substantial modification of our products and the introduction of new products. We do not know what forms of products may emerge as alternatives to
our existing ones, or to any future Internet-based or electronic commerce products and product features we may introduce.





In
addition, critical issues concerning the commercial use of the Internet, including security, demand, reliability, cost, ease of use, accessibility, quality of service and potential tax or other government regulation, remain unresolved and may affect
the use of the Internet as a medium to support the functionality and distribution of our products. If these critical issues are not favorably resolved, our Internet-related solution may not achieve market acceptance.





Privacy and security concerns, particularly related to the use of our software on the Internet, may limit the effectiveness of and reduce the demand for our solution.





The effectiveness of our solution relies on the storage and use of customer data collected from various sources, including
information derived from customer registrations, billings, purchase transactions and surveys. The collection and use of such data by our customers for customer profiling may raise privacy and security concerns. Our customers generally have
implemented security measures to protect customer data from disclosure or interception by third parties. However, the security measures may not be effective against all potential security threats. If a well-publicized breach of customer data
security were to occur, our solution may be perceived as less desirable, which could limit our revenue growth.





In addition, due
to privacy concerns, some Internet commentators, consumer advocates and governmental or legislative bodies have suggested legislation to limit the use of customer profiling technologies. The European Union and some European countries have already
adopted some restrictions on the use of customer profiling data. If major countries or regions adopt legislation or other restrictions on the use of customer profiling data, our solution would be less useful to customers, and our sales could
decrease.





We may be unable to efficiently restructure or expand our sales organization, which could harm our ability to expand our business.





To date, we have sold our solution primarily through our direct sales force. As a result, our future revenue growth will
depend in large part on recruiting, training and retaining direct sales personnel and expanding our indirect distribution channels. These indirect channels include VARs, VSPs, original equipment manufacturer, or OEM, partners and system integrators
and consultants. We have experienced and continue to experience difficulty in recruiting qualified direct sales personnel and in establishing third-party relationships with VARs, VSPs, OEM partners and systems integrators and consultants. Moreover,
during 2001 we reduced and restructured our sales organization in an attempt to reduce expenses and increase efficiency relative to the market demand. Our previous Senior Vice President of the Americas resigned effective April 2002 and his
replacement started in late April 2002. We may face difficulty integrating this executive into our company, and are subject to the risk that this integration might not be successful. Our sales force restructuring efforts and future efforts to expand
our sales force may not prove successful.If one or more of these initiatives is unsuccessful, our ability to retain top sales personnel may be affected, which could reduce our sales or limit our sales growth.




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If our customers cannot successfully implement our products in a timely manner, demand for our solution will be
limited.





The implementation of our products involves a significant commitment of resources by prospective customers. Our
customers frequently deploy our products to large numbers of sales, marketing and customer service personnel. The end-users may not accept our products. Our products are also used with a number of third-party software applications and programming
tools. This use may present significant technical challenges, particularly as large numbers of personnel attempt to use our product concurrently. If an implementation is not successful, we may be required to deliver additional consulting services
free of charge in order to remedy the problem. If our customers have difficulty deploying our software or for any other reason are not satisfied with our software, our operating results and financial condition may be harmed.





Rapid changes in technology could render our products obsolete or unmarketable, and we may be unable to introduce new products and services successfully and in a timely
manner.





The CRM market is characterized by rapid change due to changing customer needs, rapid technological developments
and advances introduced by competitors. Existing products can become obsolete and unmarketable when products using new technologies are introduced and new industry standards emerge. New technologies, including the rapid growth of the Internet, could
change the way CRM systems are sold or delivered. We may also need to modify our products when third parties change software that we integrate into our products. As a result, the life cycles of our products are difficult to estimate.





To be successful, we must continue to enhance our current product line and develop new products that successfully respond to changing
customer needs, technological developments and competitive product offerings. We may not be able to successfully develop or license the applications necessary to respond to these changes, or to integrate new applications with our existing products.
We have delayed enhancements or new product release dates several times in the past, including in 2001 the Oracle/Unix version of our product, and may be unable to introduce enhancements or new products successfully or in a timely manner in the
future. If we delay release of our products and product enhancements, or if they fail to achieve market acceptance when released, it could harm our reputation and our ability to attract and retain customers, and our revenues may decline. In
addition, customers may defer or forego purchases of our products if we, our competitors or major technology vendors introduce or announce new products or product enhancements.





If we do not expand our international operations and successfully overcome the risks inherent in international business activities, the growth of our business will be limited.





To be successful, we must continue to expand our international operations and enter new international markets. This expansion may be delayed as a result
of our recent operating expense reduction measures and general economic conditions. If we do expand internationally, it will require significant management attention and financial resources to successfully translate and localize our software
products to various languages and to develop direct and indirect international sales and support channels. Even if we successfully translate our software and develop new channels, we may not be able to maintain or increase international market
demand for our solution. We, or our VARs or VSPs, may be unable to sustain or increase international revenues from licenses or from consulting and customer support. In addition, our international sales are subject to the risks inherent in
international business activities, including





| |  |  | costs of customizing products for foreign countries;
| | - |  | ----------------------------------------------------




| |  |  | export and import restrictions, tariffs and other trade barriers;
| | - |  | -----------------------------------------------------------------




| |  |  | the need to comply with multiple, conflicting and changing laws and regulations;
| | - |  | --------------------------------------------------------------------------------




| |  |  | reduced protection of intellectual property rights and increased liability exposure; and
| | - |  | ----------------------------------------------------------------------------------------




| |  |  | regional economic, cultural and political conditions, including the direct and indirect effects of terrorist activity and armed conflict in countries in which we do business.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Our foreign subsidiaries operate primarily in local currencies, and their results are translated into U.S.
dollars. We do not currently engage in currency hedging activities, but we may do so in the future. Changes in the value of the U.S. dollar relative to foreign currencies have not materially affected our operating results in the past. Our operating
results could, however, be materially harmed if we enter into license or other contractual agreements involving significant amounts of foreign currencies with extended payment terms if the values of those currencies fall in relation to the U.S.
dollar over the payment period.




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If we are unable to develop and maintain effective long-term relationships with our key partners, or if our key
partners fail to perform, our ability to sell our solution will be limited.





We rely on our existing relationships with a
number of key partners, including consulting firms, system integrators, VARs, VSPs and third-party technology vendors, that are important to worldwide sales and marketing of our solution. We expect an increasing percentage of our revenues to be
derived from sales that arise out of our relationships with these key partners. In addition, to be successful and to more effectively sell our products to larger customers, we must develop successful new relationships with prestigious key partners.
Key partners often provide consulting, implementation and customer support services, and endorse our solution during the competitive evaluation stage of the sales cycle. Although we seek to maintain relationships with our key partners, and to
develop relationships with new partners, many of these existing and potential key partners have similar, and often more established, relationships with our competitors. These existing and potential partners, many of which have significantly greater
resources than we have, may in the future market software products that compete with our solution or reduce or discontinue their relationships with us or their support of our solution. In addition, our sales will be limited if





| |  |  | we are unable to develop and maintain effective, long-term relationships with existing and potential key partners;
| | - |  | ------------------------------------------------------------------------------------------------------------------




| |  |  | our existing and potential key partners endorse a product or technology other than our solution;
| | - |  | ------------------------------------------------------------------------------------------------




| |  |  | we are unable to adequately train a sufficient number of key partners; or
| | - |  | -------------------------------------------------------------------------




| |  |  | our existing and potential key partners do not have or do not devote the resources necessary to implement our solution.
| | - |  | -----------------------------------------------------------------------------------------------------------------------




If our relationships with vertical service providers are unsuccessful, our ability to market and sell our solution will be limited.





We expect a substantial percentage of our revenues to be derived from our relationships with domestic and international VSPs that market and sell our
CRM systems. If these VSPs do not successfully market our products, our operating results will be materially harmed. Because our relationships with VSPs are relatively new, we cannot predict the degree to which the VSPs will succeed in marketing and
selling our solution. In addition, because the VSP model for selling software is relatively new and unproven in the CRM industry, we cannot predict the degree to which our potential customers will accept this delivery model. If the VSPs fail to
deliver and support our solution, end-users could decide not to subscribe, or cease subscribing, for our solution. The VSPs typically offer our solution in combination with other products and services, some of which may compete with our solution.





Our sales cycle is long, and sales delays could cause our operating results to fluctuate, which could cause a decline in our stock price.





An enterprises decision to purchase a CRM system is discretionary, involves a significant commitment of its resources
and is influenced by its budget cycles. To successfully sell our solution, we generally must educate our potential customers regarding the use and benefit of our solution, which can require significant time and resources. Consequently, the period
between initial contact and the purchase of our solution is often long and subject to delays associated with the lengthy budgeting, approval and competitive evaluation processes that typically accompany significant capital expenditures. Our sales
cycles are lengthy and variable, typically ranging between three and twelve months from our initial contact with a potential customer to the signing of a license agreement, although the amount of time varies substantially from customer to customer
and occasionally sales require substantially more time. When economic conditions weaken, sales cycles for software products tend to lengthen, and as a result, we experienced longer sales cycles in 2001.We expect to continue to experience longer
sales cycles than usual for the rest of 2002. Sales delays could cause our operating results to fall below the expectations of securities analysts or investors, which could result in a decrease in our stock price.





Delivery of our solution may be delayed if we cannot continue to license third-party technology that is important to the functionality of our solution.





We incorporate into our products software that is licensed to us by third-party software developers, including Cognos, Inso, Scribe Software
and Sybase. We depend on these third parties abilities to deliver and support reliable products, enhance their current products, develop new products on a timely and cost-effective basis, and respond to emerging industry standards and other
technological changes. The third-party software currently offered in conjunction with our solution may become obsolete or incompatible with future versions of our products. We believe there are other sources for the functionality we derive from this
licensed software and that we could identify and incorporate alternative software within a relatively short period of time, approximately four to six months. However, a significant interruption in the supply of this technology could delay our sales
until we can find, license and integrate equivalent technology.




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We may be unable to adequately protect our proprietary rights, which may limit our ability to compete effectively.





Our success depends in part on our ability to protect our proprietary rights. To protect our proprietary rights, we rely
primarily on a combination of copyright, trade secret and trademark laws, confidentiality agreements with employees and third parties, and protective contractual provisions such as those contained in license agreements with consultants, vendors and
customers, although we have not signed these agreements in every case. Despite our efforts to protect our proprietary rights, unauthorized parties may copy aspects of our products and obtain and use information that we regard as proprietary. Other
parties may breach confidentiality agreements and other protective contracts we have entered into, and we may not become aware of, or have adequate remedies in the event of, a breach. We face additional risk when conducting business in countries
that have poorly developed or inadequately enforced intellectual property laws. While we are unable to determine the extent to which piracy of our software products exists, we expect piracy to be a continuing concern, particularly in international
markets and as a result of the growing use of the Internet. In any event, competitors may independently develop similar or superior technologies or duplicate the technologies we have developed, which could substantially limit the value of our
intellectual property.





Intellectual property claims and litigation could subject us to significant liability for damages and result in invalidation
of our proprietary rights.





In the future, we may have to resort to litigation to protect our intellectual property rights,
to protect our trade secrets or to determine the validity and scope of the proprietary rights of others. Any litigation, regardless of its success, would probably be costly and require significant time and attention of our key management and
technical personnel. Although we have not been sued for intellectual property infringement, we may face infringement claims from third parties in the future. The software industry has seen frequent litigation over intellectual property rights, and
we expect that participants in the industry will be increasingly subject to infringement claims as the number of products, services and competitors grows and the functionality of products and services overlaps. Infringement litigation could also
force us to





| |  |  | stop or delay selling, incorporating or using products that incorporate the challenged intellectual property;
| | - |  | -------------------------------------------------------------------------------------------------------------




| |  |  | pay damages;
| | - |  | ------------




| |  |  | enter into licensing or royalty agreements, which may be unavailable on acceptable terms; or
| | - |  | --------------------------------------------------------------------------------------------




| |  |  | redesign products or services that incorporate infringing technology, which we might not be able to do at an acceptable price, in a timely fashion or at all.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------




Our products may suffer from defects or errors, which could result in loss of revenues, delayed or limited market acceptance of our products,
increased costs and reputational damage.





Software products as complex as ours frequently contain errors or defects,
especially when first introduced or when new versions are released. Our customers are particularly sensitive to such defects and errors because of the importance of our solution to the day-to-day operation of their businesses. We have had to delay
commercial release of past versions of our products until software problems were corrected, and in some cases have provided product updates to correct errors in released products. Our new products or releases, including any new or limited
Oracle/Unix version of our product that may be generally released, may not be free from errors after commercial shipments have begun. Any errors that are discovered after commercial release could result in loss of revenues or delay in market
acceptance, diversion of development resources, damage to our reputation, increased service and warranty costs or claims against us.





In addition, the operation of our products could be compromised as a result of errors in the third-party software we incorporate into our software. It may be difficult for us to correct errors in third-party software because that software
is not in our control.





Integration of recent past or future acquisitions may be difficult and disruptive.





We have completed several corporate acquisitions in the last few years. In the future, we may acquire additional complementary companies or
technologies. Managing these acquisitions has entailed, and may in the future entail, numerous operational and financial risks and strains, including





| |  |  | difficulty and cost in combining the operations and personnel of acquired businesses with our operations and personnel;
| | - |  | -----------------------------------------------------------------------------------------------------------------------




| |  |  | disruption of our ongoing business and diversion of managements time and attention to integrating or completing the development or commercialization of any acquired
technologies;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| |  |  | impairment of relationships with key customers of acquired businesses due to changes in management and ownership of the acquired businesses; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | inability to retain key employees of any acquired businesses.
| | - |  | -------------------------------------------------------------




If we do not successfully integrate any acquisition, our business will suffer.




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You may be unable to resell your shares at or above the price at which you purchased them, and our stock price may
be volatile.





Since our initial public offering in February 1999, the price of our common stock has been volatile,
particularly in the last year. Our common stock reached a high of $44.00 per share on March 6, 2000 and traded as low as $1.49 per share on October 1, 2001. As a result of fluctuations in the price of our common stock, you may be unable to sell your
shares at or above the price at which you purchased them. The trading price of our common stock could be subject to fluctuations for a number of reasons, including





| |  |  | future announcements concerning us or our competitors;
| | - |  | ------------------------------------------------------




| |  |  | actual or anticipated quarterly variations in operating results;
| | - |  | ----------------------------------------------------------------




| |  |  | changes in analysts earnings projections or recommendations;
| | - |  | -------------------------------------------------------------




| |  |  | announcements of technological innovations;
| | - |  | -------------------------------------------




| |  |  | the introduction of new products;
| | - |  | ---------------------------------




| |  |  | changes in product pricing policies by us or our competitors;
| | - |  | -------------------------------------------------------------




| |  |  | proprietary rights litigation or other litigation; or
| | - |  | -----------------------------------------------------




| |  |  | changes in accounting standards that adversely affect our revenues and earnings.
| | - |  | --------------------------------------------------------------------------------




In addition, stock prices for many technology companies fluctuate widely for reasons that may be unrelated to operating results of these companies. These fluctuations, as well as general
economic, market and political conditions, such as national or international currency and stock market volatility, recessions or military conflicts, may materially and adversely affect the market price of our common stock, regardless of our
operating performance and may expose us to class action securities litigation which, even if unsuccessful, would be costly to defend and distracting to management.





Our articles of incorporation and bylaws and Washington law contain provisions that could discourage a takeover.





Certain provisions of our restated articles of incorporation and bylaws, our shareholder rights plan and Washington law would make it more difficult for a third party to acquire us, even if doing so would be
beneficial for our shareholders. This could limit the price that certain investors might be willing to pay in the future for shares of our common stock. For example, certain provisions of our articles of incorporation or bylaws





| |  |  | stagger the election of our board members so that only one-third of our board is up for reelection at each annual meeting;
| | - |  | --------------------------------------------------------------------------------------------------------------------------




| |  |  | allow our board to issue preferred stock without any vote or further action by the shareholders;
| | - |  | ------------------------------------------------------------------------------------------------




| |  |  | eliminate the right of shareholders to act by written consent without a meeting, unless the vote to take the action is unanimous;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------




| |  |  | eliminate cumulative voting in the election of directors;
| | - |  | ---------------------------------------------------------




| |  |  | specify a minimum threshold for shareholders to call a special meeting;
| | - |  | -----------------------------------------------------------------------




| |  |  | specify that directors may be removed only with cause; and
| | - |  | ----------------------------------------------------------




| |  |  | specify a supermajority requirement for shareholders to change those portions of our articles that contain the provisions described above.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------




In October 1999, we adopted a shareholder rights plan, which is triggered upon commencement or announcement of a hostile tender offer or when
any one person or group acquires 15% or more of our common stock. Once triggered, the rights plan would result in the issuance of preferred stock to the holders of our common stock other than the acquirer. The holders of this preferred stock would
be entitled to ten votes per share on corporate matters. In addition, these shareholders receive rights under the rights plan to purchase our common stock, and the stock of the entity acquiring us, at reduced prices.




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We are also subject to certain provisions of Washington law that could delay or make more
difficult a merger, tender offer or proxy contest involving us. In particular, Chapter 23B.19 of the Washington Business Corporation Act prohibits corporations based in Washington from engaging in certain business combinations with any interested
shareholder for a period of five years unless specific conditions are met.





These provisions of our articles of incorporation,
bylaws and rights plan and Washington law could have the effect of delaying, deferring or preventing a change in control of Onyx, including, without limitation, discouraging a proxy contest or making more difficult the acquisition of a substantial
block of our common stock. The provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock.





Item 3.    
Quantitative and Qualitative Disclosures about Market Risk





We are exposed to financial market risks,
including changes in interest rates and foreign currencies.





Interest Rate Risk





We typically do not attempt to reduce or eliminate our market exposures on our investment securities because the majority of our investments are short-term. We do not have any derivative
instruments. The fair value of our investment portfolio or related income would not be significantly impacted by either a 100 basis point increase or decrease in interest rates primarily due to the short-term nature of the major portion of our
investment portfolio. All of the potential changes noted above are based on sensitivity analysis performed on our balances as of March 31, 2002.





Foreign Currency Risk





In 2001, international revenue accounted for 30% of consolidated revenue. In the first
quarter of 2002, international revenue accounted for 31% of consolidated revenue. International revenue, as well as most of the related expenses incurred, is denominated in the functional currencies of the corresponding country. Results of
operations from our foreign subsidiaries are exposed to foreign currency exchange rate fluctuations as the financial results of these subsidiaries are translated into U.S. dollars upon consolidation. As exchange rates vary, revenues and other
operating results, when translated, may differ materially from expectations. The effect of foreign exchange transaction gains and losses were not material to Onyx during the first quarter ended March 31, 2002 or in the prior three fiscal years.





At March 31, 2002, we were also exposed to foreign currency risk related to the current assets and current liabilities of our
foreign subsidiaries, in particular, our consolidated joint venture denominated in Yen. Cumulative unrealized translation losses related to the consolidation of our Japan entity amounted to $865,000, or approximately 66% of total unrealized
translation losses included in shareholders equity at March 31, 2002.





Although we have not engaged in foreign currency
hedging to date, we may do so in the future.




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PART IIOTHER INFORMATION





Item 1.    
Legal Proceedings





We, several of our officers and directors and Dain Rauscher Wessels have been
named as defendants in a series of related lawsuits filed in United States District Court for the Western District of Washington on behalf of purchasers of publicly traded Onyx common stock during various time periods. The consolidated amended
complaint alleges that we violated the Securities Act and the Exchange Act and seeks certification of a class action for purchasers of Onyx common stock in Onyxs February 12, 2001 public offering and on the open market during the period
January 23, 2001 through July 24, 2001. In addition, a shareholder to which we issued shares in the first quarter of 2001 has claimed that we made certain misrepresentations and omissions and otherwise violated the securities laws. None of the
complaints or claims specifies the amount of damages to be claimed.





Onyx, one of its officers and one of its former officers
have also been named as defendants in a lawsuit filed in the United States District Court for the Southern District of New York on behalf of purchasers through December 6, 2000 of Onyx common stock sold under the February 12, 1999 registration
statement and prospectus for our initial public offering. The complaint alleges that Onyx and the individual defendants violated the Securities Act by failing to disclose excessive commissions allegedly obtained by our underwriters pursuant to a
secret arrangement whereby the underwriters allocated initial public offering shares to certain investors in exchange for the excessive commissions. The complaint also asserts claims against the underwriters under the Securities Act and the Exchange
Act in connection with the allegedly undisclosed commissions.





Onyxs directors and some of its officers have been named as
defendants in a recently initiated shareholder derivative lawsuit filed in the Superior Court of Washington in and for King County. The complaint alleges that the individual defendants breached their fiduciary duty and their duty of care to Onyx by
allegedly failing to supervise Onyxs public statements and public filings with the SEC. The complaint alleges that, as a result of these breaches, misinformation about Onyxs financial condition was disseminated into the marketplace and
filed with the SEC. The complaint asserts that these actions have exposed Onyx to harmful and costly securities litigation which could potentially result in an award of damages against Onyx.





In October 2001, Thomas Weisel Partners LLC filed a lawsuit against Onyx in the United States District Court for the Northern District of California, San Francisco division. This lawsuit
arises out of our engagement of Thomas Weisel for services in connection with the signing of our equity financing arrangement with Ramius Securities and Ramius Capital. Thomas Weisel alleges in its pleadings that a payment of $1.5 million became due
under the engagement letter upon the signing of the arrangement. We have not made the payment because the underwriting terms of its equity facility with Ramius were not approved by the NASD. Among other claims, the lawsuit alleges breach of
contract, and seeks payment of the $1.5 million fee plus unspecified monetary damages.





Onyx intends to vigorously defend itself
and, where applicable, its officers and directors, against these lawsuits and claims, and believes it has several meritorious defenses and, in certain instances, counterclaims. If we are not successful in our defense of these claims, however, we
could be forced to make significant payments to the plaintiffs and their lawyers and such payments, if not covered by our insurance carriers, could harm our financial condition, operating results and cash flows. Even if these claims are not
successful, the litigation could result in substantial costs to Onyx and could divert managements time and attention away from business operations. The uncertainty associated with substantial unresolved litigation may also impair our
relationships with existing customers and our ability to obtain new customers.





Item 2.    
Changes in Securities and Use of Proceeds





On January 9, 2002, we issued 11,622 shares of our common
stock to Orrick, Herrington & Sutcliffe LLP pursuant to a fee arrangement. The aggregate value of the consideration received in exchange for the issuance was $50,000, or $4.302 per share, which is the average of the closing sales prices of Onyx
common stock on the Nasdaq National Market on each of the five trading days immediately prior to the issuance. This transaction was exempt from the registration requirements of the Securities Act under Section 4(2) of the Securities Act and
Regulation D promulgated thereunder on the basis that Orrick, Herrington & Sutcliffe LLP is an accredited investor and that the transaction did not involve a public offering.





Item 5.    
Other Information





On March 4, 2002, we amended our loan documents with Silicon Valley Bank to revise
the tangible net worth covenants under these documents beginning with the month ended February 28, 2002.




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Item 6.    
Exhibits and Reports on Form 8-K





|(a)            Exhibits |  | 
|----------------------- |  | 




Number

Description3.1

Restated Articles of Incorporation of the registrant (exhibit 3.1)(a)3.2

Amended and Restated Bylaws of the registrant (exhibit 3.2)(b)4.1

Rights Agreement dated October 25, 1999 between the registrant and ChaseMellon Shareholder Services, L.L.C. (exhibit
2.1)(c)10.1

Amendment to Loan Documents dated March 4, 2002 by and between the registrant and Silicon Valley Bank*10.2

Letter Agreement, dated January 7, 2002, between the registrant and Ramius Securities, LLC (exhibit 10.1)(d)


---

|* |  | Filed herewith.
|- |  | ---------------

|(a) |  | Incorporated by reference to the designated exhibit to the registrants Quarterly Report on Form 10-Q (No. 0-25361) for the quarter ended September 30,
2001.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------




|(b) |  | Incorporated by reference to the designated exhibit to the registrants Quarterly Report on Form 10-Q (No. 0-25361) for the quarter ended March 31, 2001.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------




|(c) |  | Incorporated by reference to the designated exhibit to the registrants registration statement on Form 8-A (No. 0-25361) filed October 28, 1999.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------




|(d) |  | Incorporated by reference to the designated exhibit to the registrants Current Report on Form 8-K (No. 0-25361) filed January 29, 2002.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------




|(b)        Current |  | Reports on Form 8-K
|------------------ |  | -------------------




On
January 19, 2002, we filed a current report on Form 8-K regarding our announcement of financial results for the quarter and year ended December 31, 2001.





On January 29, 2002, we filed a current report on Form 8-K with several material contracts as exhibits.





On January 29, 2002, we filed a current report on Form 8-K announcing that we had entered into an underwriting agreement with Wells Fargo Securities LLC.





On January 30, 2002, we filed a current report on Form 8-K regarding our announcement of financial results for the quarter ended March 31, 2002.




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SIGNATURES





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.





ONYX SOFTWARE CORPORATION (Registrant)Date: May 14, 2002

By:

/s/ Brent R. FreiBrent R. FreiChief Executive Officer andChairman of the Board(Principal Executive Officer)Date: May 14, 2002

By:

/s/ Brian C. HenryBrian C. HenryExecutive Vice President andChief Financial Officer(Principal financial officer)Date: May 14, 2002

By:

/s/ Amy E. KelleranAmy E. KelleranVice President Finance,Corporate Controller andAssistant Secretary(Principal accounting officer)




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