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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


FORM 10-Q

(Mark One)

|  |  |                                                                                  
|- |  | ---------------------------------------------------------------------------------
|x |  | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|  |  |                                                                                  
|  |  | For the quarterly period ended March 31, 2003                                    

|  |  |                                                                                   
|- |  | ----------------------------------------------------------------------------------
|o |  | TRANSITION REPORT UNDER 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 of
incorporation or organization) |  | 91-1629814
(IRS Employer
Identification No.)

1100  112th Avenue NE
Suite 100
Bellevue, Washington 98004
(Address of principal executive offices) (Zip code)

(425) 451-8060
(Registrants telephone number)

3180-139th Avenue SE, Bellevue,
Washington 98005
(Former name, former address and former fiscal year, if changed since last report)

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 x     
  No o

Indicate by check whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes x     
  No o

The number of shares of common stock, par value $0.01 per share,
outstanding on April 30, 2003 was 50,801,746.



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TABLE OF CONTENTS



|                               |                                                                                               |                                                          |  |  |  |  |  | 
|------------------------------ | --------------------------------------------------------------------------------------------- | -------------------------------------------------------- |  |  |  |  |  | 
|PART I - FINANCIAL INFORMATION
|                               | Item 1. Condensed Consolidated Financial Statements                                          
|                               |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEETS                   
|                               |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS         
|                               |                                                                                               | CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY
|                               |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS         
|                               |                                                                                               | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS    
|                               | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                               | Item 3. Quantitative and Qualitative Disclosures about Market Risk                           
|                               | Item 4. Controls and Procedures                                                              
|PART IIOTHER INFORMATION     
|                               | Item 2. Changes in Securities and Use of Proceeds                                            
|                               | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                    
|CERTIFICATIONS                
|EXHIBIT 10.1                  
|EXHIBIT 10.2                  
|EXHIBIT 10.3                  
|EXHIBIT 10.5                  
|EXHIBIT 10.6                  
|EXHIBIT 99.1                  



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ONYX SOFTWARE CORPORATION

CONTENTS

|                             |  |                                                                                                    |    |  |    | 
|---------------------------- |  | -------------------------------------------------------------------------------------------------- | -- |  | -- | 
|PART IFINANCIAL INFORMATION |  |                                                                                                    | 3  | 
|Item 1.                      |  | Condensed Consolidated Financial Statements (Unaudited)                                            |    |  | 3  | 
|                             |  | Condensed Consolidated Balance Sheets as of December 31, 2002 and March 31, 2003.                  |    |  | 3  | 
|                             |  | Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2002 and 2003 |    |  | 4  | 
|                             |  | Condensed Consolidated Statement of Shareholders Equity for the Three Months Ended March 31, 2003 |    |  | 5  | 
|                             |  | Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2002 and 2003 |    |  | 6  | 
|                             |  | Notes to Condensed Consolidated Financial Statements                                               |    |  | 7  | 
|Item 2.                      |  | Managements Discussion and Analysis of Financial Condition and Results of Operations              |    |  | 15 | 
|Item 3.                      |  | Quantitative and Qualitative Disclosures About Market Risk                                         |    |  | 36 | 
|Item 4.                      |  | Controls and Procedures                                                                            |    |  | 36 | 
|PART IIOTHER INFORMATION    |  |                                                                                                    | 37 | 
|Item 2.                      |  | Changes in Securities and Use of Proceeds                                                          |    |  | 37 | 
|Item 6.                      |  | Exhibits and Reports on Form 8-K                                                                   |    |  | 38 | 
|SIGNATURES                   |  |                                                                                                    | 39 | 

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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)
(Unaudited)

|                                                                  |                                                                         |                                                                                                           |                                            |                                      |         |              |        |           |         |        |  | 
|----------------------------------------------------------------- | ----------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------------------------------------ | ------- | ------------ | ------ | --------- | ------- | ------ |  | 
|                                                                  |                                                                         |                                                                                                           |                                            |                                      |         | December 31, |        | March 31,
|                                                                  |                                                                         |                                                                                                           |                                            |                                      |         | 2002         |        | 2003     
|                                                                  |                                                                         |                                                                                                           |                                            |                                      |         |              |        |          
|                                                                  |                                                                         |                                                                                                           |                                            | ASSETS                               |         |              |        |           |         |        |  | 
|Current assets:                                                   |                                                                         |                                                                                                           |                                            |                                      |         |              |        |          
|                                                                  | Cash and cash equivalents                                               |                                                                                                           | $                                          | 17,041                               |         |              | $      | 11,179    |        
|                                                                  | Restricted cash                                                         |                                                                                                           |                                            | 2,238                                |         |              |        | 3,771     |        
|                                                                  | Accounts receivable, less allowances of $1,039 in 2002 and $691
in 2003 |                                                                                                           |                                            | 14,408                               |         |              |        | 11,413    |        
|                                                                  | Current deferred tax asset                                              |                                                                                                           |                                            | 273                                  |         |              |        | 240       |        
|                                                                  | Prepaid expenses and other                                              |                                                                                                           |                                            | 3,374                                |         |              |        | 3,235     |        
|                                                                  |                                                                         |                                                                                                           |                                            |                                      |         |              |        |          
|Total current assets                                              |                                                                         |                                                                                                           | 37,334                                     |                                      |         |              | 29,838 |          
|Property and equipment, net                                       |                                                                         |                                                                                                           | 6,474                                      |                                      |         |              | 5,874  |          
|Purchased technology, net                                         |                                                                         |                                                                                                           | 253                                        |                                      |         |              | 170    |          
|Other intangibles, net                                            |                                                                         |                                                                                                           | 1,461                                      |                                      |         |              | 1,252  |          
|Goodwill, net                                                     |                                                                         |                                                                                                           | 8,180                                      |                                      |         |              | 8,180  |          
|Other assets                                                      |                                                                         |                                                                                                           | 1,085                                      |                                      |         |              | 978    |          
|                                                                  |                                                                         |                                                                                                           |                                            |                                      |         |              |        |          
|                                                                  |                                                                         |                                                                                                           | Total assets                               |                                      | $       | 54,787       |        |           | $       | 46,292 | 
|                                                                  |                                                                         |                                                                                                           |                                            |                                      |         |              |        |          
|                                                                  |                                                                         |                                                                                                           |                                            | LIABILITIES AND SHAREHOLDERS EQUITY |         |              |        |           |         |        |  | 
|Current liabilities:                                              |                                                                         |                                                                                                           |                                            |                                      |         |              |        |          
|                                                                  | Accounts payable                                                        |                                                                                                           | $                                          | 1,484                                |         |              | $      | 1,509     |        
|                                                                  | Salary and benefits payable                                             |                                                                                                           |                                            | 1,675                                |         |              |        | 1,489     |        
|                                                                  | Accrued liabilities                                                     |                                                                                                           |                                            | 3,147                                |         |              |        | 2,634     |        
|                                                                  | Income taxes payable                                                    |                                                                                                           |                                            | 660                                  |         |              |        | 712       |        
|                                                                  | Current portion of capital-lease obligations                            |                                                                                                           |                                            | 180                                  |         |              |        | 182       |        
|                                                                  | Current portion of restructuring-related liabilities                    |                                                                                                           |                                            | 10,224                               |         |              |        | 8,190     |        
|                                                                  | Deferred revenue                                                        |                                                                                                           |                                            | 16,258                               |         |              |        | 15,466    |        
|                                                                  |                                                                         |                                                                                                           |                                            |                                      |         |              |        |          
|Total current liabilities                                         |                                                                         |                                                                                                           | 33,628                                     |                                      |         |              | 30,182 |          
|Capital-lease obligations, less current portion                   |                                                                         |                                                                                                           | 77                                         |                                      |         |              | 46     |          
|Long-term restructuring-related liabilities, less current portion |                                                                         |                                                                                                           | 2,600                                      |                                      |         |              | 1,309  |          
|Long-term restructuring-related liabilitieswarrants              |                                                                         |                                                                                                           | 920                                        |                                      |         |              | 678    |          
|Deferred tax liabilities                                          |                                                                         |                                                                                                           | 497                                        |                                      |         |              | 426    |          
|Minority interest in joint venture                                |                                                                         |                                                                                                           | 237                                        |                                      |         |              | 78     |          
|Commitments and contingencies                                     |                                                                         |                                                                                                           |                                            |                                      |         |              |        |          
|Shareholders equity:                                             |                                                                         |                                                                                                           |                                            |                                      |         |              |        |          
|                                                                  | Preferred stock, $0.01 par value:                                       |                                                                                                           |                                            |                                      |         |              |        |           |        
|                                                                  |                                                                         | Authorized shares  20,000,000; Issued and outstanding shares  none                                      |                                            |                                      |        |              |        |           |        |       
|                                                                  | Common stock, $0.01 par value:                                          |                                                                                                           |                                            |                                      |         |              |        |           |        
|                                                                  |                                                                         | Authorized shares  80,000,000; Issued and outstanding shares 
50,786,956 in 2002 and 50,801,746 in 2003 |                                            |                                      | 139,459 |              |        |           | 139,464 |       
|                                                                  | Deferred stock-based compensation                                       |                                                                                                           |                                            | (84                                  | )       |              |        | (71       | )      
|                                                                  | Accumulated deficit                                                     |                                                                                                           |                                            | (122,061                             | )       |              |        | (125,463  | )      
|                                                                  | Accumulated other comprehensive loss                                    |                                                                                                           |                                            | (486                                 | )       |              |        | (357      | )      
|                                                                  |                                                                         |                                                                                                           |                                            |                                      |         |              |        |          
|                                                                  |                                                                         |                                                                                                           | Total shareholders equity                 |                                      |         | 16,828       |        |           |         | 13,573 | 
|                                                                  |                                                                         |                                                                                                           |                                            |                                      |         |              |        |          
|                                                                  |                                                                         |                                                                                                           | Total liabilities and shareholders equity |                                      | $       | 54,787       |        |           | $       | 46,292 | 
|                                                                  |                                                                         |                                                                                                           |                                            |                                      |         |              |        |          

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,         
|                                                     |                                                 |                          |        |                   
|                                                     |                                                 |                          |        | 2002               |        | 2003
|                                                     |                                                 |                          |        |                    |        |     
|Revenue:                                             |                                                 |                          |        |                    |        |      |        |       
|                                                     | License                                         |                          | $      | 3,054              |        |      | $      | 2,619  |       
|                                                     | Support and service                             |                          |        | 11,561             |        |      |        | 11,588 |       
|                                                     |                                                 |                          |        |                    |        |      |        |       
|                                                     |                                                 | Total revenue            |        |                    | 14,615 |      |        |        | 14,207 |  
|Cost of revenue:                                     |                                                 |                          |        |                    |        |      |        |       
|                                                     | License                                         |                          |        | 171                |        |      |        | 285    |       
|                                                     | Amortization of acquired technology             |                          |        | 138                |        |      |        | 84     |       
|                                                     | Support and service                             |                          |        | 5,208              |        |      |        | 5,435  |       
|                                                     |                                                 |                          |        |                    |        |      |        |       
|                                                     |                                                 | Total cost of revenue    |        |                    | 5,517  |      |        |        | 5,804  |  
|                                                     |                                                 |                          |        |                    |        |      |        |       
|Gross margin                                         |                                                 |                          | 9,098  |                    |        |      | 8,403  |       
|Operating expenses:                                  |                                                 |                          |        |                    |        |      |        |       
|                                                     | Sales and marketing                             |                          |        | 5,997              |        |      |        | 6,483  |       
|                                                     | Research and development                        |                          |        | 3,953              |        |      |        | 3,129  |       
|                                                     | General and administrative                      |                          |        | 2,539              |        |      |        | 2,253  |       
|                                                     | Restructuring and other related charges         |                          |        | 2,617              |        |      |        | 340    |       
|                                                     | Amortization of acquisition-related intangibles |                          |        | 209                |        |      |        | 209    |       
|                                                     | Amortization of stock-based compensation        |                          |        | 87                 |        |      |        | 13     |       
|                                                     |                                                 |                          |        |                    |        |      |        |       
|                                                     |                                                 | Total operating expenses |        |                    | 15,402 |      |        |        | 12,427 |  
|                                                     |                                                 |                          |        |                    |        |      |        |       
|Loss from operations                                 |                                                 |                          | (6,304 | )                  |        |      | (4,024 | )     
|Other income (expense), net                          |                                                 |                          | (373   | )                  |        |      | 9      |       
|Change in fair value of outstanding warrants         |                                                 |                          |       |                    |        |      | 242    |       
|                                                     |                                                 |                          |        |                    |        |      |        |       
|                                                     |                                                 | Loss before income taxes |        |                    | (6,677 | )    |        |        | (3,773 | )
|Income tax provision (benefit)                       |                                                 |                          | 14     |                    |        |      | (214   | )     
|Minority interest in loss of consolidated subsidiary |                                                 |                          | (133   | )                  |        |      | (157   | )     
|                                                     |                                                 |                          |        |                    |        |      |        |       
|Net loss                                             |                                                 | $                        | (6,558 | )                  |        | $    | (3,402 | )     
|                                                     |                                                 |                          |        |                    |        |      |        |       
|Net loss per share:                                  |                                                 |                          |        |                    |        |      |        |       
|                                                     | Basic and diluted                               |                          | $      | (0.14              | )      |      | $      | (0.07  | )     
|                                                     |                                                 |                          |        |                    |        |      |        |       
|Shares used in calculation of net loss per share:    |                                                 |                          |        |                    |        |      |        |       
|                                                     | Basic and diluted                               |                          |        | 48,119             |        |      |        | 50,790 |       
|                                                     |                                                 |                          |        |                    |        |      |        |       

See accompanying notes to condensed consolidated financial statements.

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CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY
(In thousands, except share data)
(Unaudited)

|                             |                                                   |  |              |        |             |   |              |   |               |   |               |    |        |   |          |        |   |   |             |     |  |   |        |        |  
|---------------------------- | ------------------------------------------------- |  | ------------ | ------ | ----------- | - | ------------ | - | ------------- | - | ------------- | -- | ------ | - | -------- | ------ | - | - | ----------- | --- |  | - | ------ | ------ | -
|                             |                                                   |  |              |        |             |   |              |   |               |   |               |    |        |   |          |        |   |   | Accumulated |     |  |   |       
|                             |                                                   |  | Common Stock |        | Deferred    |   |              |   |               |   | Other         |    |        |   |         
|                             |                                                   |  |              |        | Stock-Based |   | Accumulated  |   | Comprehensive |   | Shareholders
|                             |                                                   |  | Shares       |        | Amount      |   | Compensation |   | Deficit       |   | Loss          |    | Equity
|                             |                                                   |  |              |        |             |   |              |   |               |   |               |    |       
|Balance at December 31, 2002 |                                                   |  | 50,786,956   |        |             | $ | 139,459      |   |               | $ | (84           | )  |        | $ | (122,061 | )      |   | $ | (486        | )   |  | $ | 16,828 |       
|                             | Amortization of deferred
stock-based compensation |  |              |       |             |   |              |  |               |   |               | 13 |        |   |          |       |   |   |             |    |  |   |        | 13     |  
|                             | Exercise of stock options                         |  |              | 14,790 |             |   |              | 5 |               |   |               |   |        |   |          |       |   |   |             |    |  |   |        | 5      |  
|Comprehensive income (loss): |                                                   |  |              |        |             |   |              |   |               |   |               |    |        |   |          |        |   |   |             |     |  |   |        |       
|                             | Cumulative translation gain                       |  |              |       |             |   |              |  |               |   |               |   |        |   |          |       |   |   |             | 129 |  |   |        |        |  
|                             | Net loss                                          |  |              |       |             |   |              |  |               |   |               |   |        |   |          | (3,402 | ) |   |             |    |  |   |        |        |  
|                             | Total comprehensive loss                          |  |              |        |             |   |              |   |               |   |               |    |        |   |          |        |   |   |             |     |  |   |        | (3,273 | )
|                             |                                                   |  |              |        |             |   |              |   |               |   |               |    |        |   |          |        |   |   |             |     |  |   |        |       
|Balance at March 31, 2003    |                                                   |  | 50,801,746   |        |             | $ | 139,464      |   |               | $ | (71           | )  |        | $ | (125,463 | )      |   | $ | (357        | )   |  | $ | 13,573 |       
|                             |                                                   |  |              |        |             |   |              |   |               |   |               |    |        |   |          |        |   |   |             |     |  |   |        |       

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,         
|                                                     |                                                                                 |                                                      |                                          |                                                     |       |                   
|                                                     |                                                                                 |                                                      |                                          |                                                     |       | 2002               |        | 2003  
|                                                     |                                                                                 |                                                      |                                          |                                                     |       |                    |        |       
|Operating activities:                                |                                                                                 |                                                      |                                          |                                                     |       |                    |        |       
|                                                     | Net loss to common shareholders                                                 |                                                      | $                                        | (6,558                                              | )     |                    | $      | (3,402 | )    
|                                                     | Adjustments to reconcile net loss to net cash provided by operating activities: |                                                      |                                          |                                                     |       |                    |        |        |      
|                                                     |                                                                                 | Depreciation and amortization                        |                                          |                                                     | 1,608 |                    |        |        | 1,579 |       
|                                                     |                                                                                 | Loss on disposal of assets                           |                                          |                                                     | 35    |                    |        |        |      |       
|                                                     |                                                                                 | Deferred income taxes                                |                                          |                                                     | (89   | )                  |        |        | (38   | )     
|                                                     |                                                                                 | Noncash stock-based compensation expense             |                                          |                                                     | 87    |                    |        |        | 13    |       
|                                                     |                                                                                 | Change in fair value of outstanding warrants         |                                          |                                                     |      |                    |        |        | (242  | )     
|                                                     |                                                                                 | Minority interest in loss of consolidated subsidiary |                                          |                                                     | (133  | )                  |        |        | (157  | )     
|                                                     |                                                                                 | Changes in operating assets and liabilities:         |                                          |                                                     |       |                    |        |        |       |       
|                                                     |                                                                                 |                                                      | Accounts receivable                      |                                                     |       | 7,559              |        |        |       | 3,124  |       
|                                                     |                                                                                 |                                                      | Other assets                             |                                                     |       | (741               | )      |        |       | 246    |       
|                                                     |                                                                                 |                                                      | Accounts payable and accrued liabilities |                                                     |       | (406               | )      |        |       | (674   | )     
|                                                     |                                                                                 |                                                      | Restructuring-related liabilities        |                                                     |       | (1,914             | )      |        |       | (3,325 | )     
|                                                     |                                                                                 |                                                      | Deferred revenue                         |                                                     |       | (2,545             | )      |        |       | (792   | )     
|                                                     |                                                                                 |                                                      | Income taxes                             |                                                     |       | 79                 |        |        |       | 52     |       
|                                                     |                                                                                 |                                                      |                                          |                                                     |       |                    |        |       
|                                                     |                                                                                 |                                                      |                                          | Net cash used in operating activities               |       |                    | (3,018 | )      |       |        | (3,616 | )
|Investing activities:                                |                                                                                 |                                                      |                                          |                                                     |       |                    |        |       
|                                                     | Restricted cash                                                                 |                                                      |                                          | (5,500                                              | )     |                    |        | (1,533 | )    
|                                                     | Purchases of property and equipment                                             |                                                      |                                          |                                                    |       |                    |        | (687   | )    
|                                                     | Proceeds on disposal of equipment                                               |                                                      |                                          | 77                                                  |       |                    |        |       |      
|                                                     |                                                                                 |                                                      |                                          |                                                     |       |                    |        |       
|                                                     |                                                                                 |                                                      |                                          | Net cash used in investing activities               |       |                    | (5,423 | )      |       |        | (2,220 | )
|Financing activities:                                |                                                                                 |                                                      |                                          |                                                     |       |                    |        |       
|                                                     | Proceeds from exercise of stock options                                         |                                                      |                                          | 150                                                 |       |                    |        | 5      |      
|                                                     | Payments on capital lease obligations                                           |                                                      |                                          | (62                                                 | )     |                    |        | (29    | )    
|                                                     | Net proceeds from sale of common stock                                          |                                                      |                                          | 20,531                                              |       |                    |        |       |      
|                                                     |                                                                                 |                                                      |                                          |                                                     |       |                    |        |       
|                                                     |                                                                                 |                                                      |                                          | Net cash provided by (used in) financing activities |       |                    | 20,619 |        |       |        | (24    | )
|Effects of exchange rate changes on cash             |                                                                                 |                                                      | 5                                        |                                                     |       |                    | (2     | )     
|Net increase (decrease) in cash and cash equivalents |                                                                                 |                                                      | 12,183                                   |                                                     |       |                    | (5,862 | )     
|Cash and cash equivalents at beginning of period     |                                                                                 |                                                      | 15,868                                   |                                                     |       |                    | 17,041 |       
|                                                     |                                                                                 |                                                      |                                          |                                                     |       |                    |        |       
|Cash and cash equivalents at end of period           |                                                                                 | $                                                    | 28,051                                   |                                                     |       | $                  | 11,179 |       
|                                                     |                                                                                 |                                                      |                                          |                                                     |       |                    |        |       
|Supplemental cash flow disclosure:                   |                                                                                 |                                                      |                                          |                                                     |       |                    |        |       
|                                                     | Interest paid                                                                   |                                                      | $                                        | 5                                                   |       |                    | $      | 29     |      
|                                                     | Income taxes paid (refunded), net                                               |                                                      |                                          | 24                                                  |       |                    |        | (228   | )    
|                                                     | 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 Corporation 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 helps enterprises to more effectively
acquire, manage and maintain customer, partner and other relationships. The
Company markets its 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. 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 can result in a comparatively 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
the Companys 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 the Companys audited consolidated financial statements for
the year ended December 31, 2002, included in its Form 10-K filed with the SEC
on March 26, 2003. The Companys 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, intangible assets, tax
liabilities and restructuring liabilities.

Revenue Recognition

The Company recognizes revenue in accordance with accounting standards for
software companies including Statement of Position (SOP) 97-2, Software
Revenue Recognition, as amended by 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.

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

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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 once the element is sold separately.

Standard terms for license agreements call for payment within 90 days.
Probability of collection is based on 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 on 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 on 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 do not depend on 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 depends on 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 and the
expiration of the acceptance period.

Cash Equivalents and Restricted Cash

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 December 31, 2002 and March 31, 2003, the Companys cash
equivalents consisted of money market funds.

Separately, the Company had $3.8 million in restricted cash at March 31,
2003, $3.3 million of which was security for its credit line with Silicon
Valley Bank that supports its outstanding letters of credit and $500,000 of
which was security for its corporate credit card program.

Stock-Based Compensation

The Company applies the intrinsic-value-based method of accounting
prescribed by Accounting Principles Board (APB) Opinion No. 25, Accounting for
Stock Issued to Employees, and related interpretations including FASB
Interpretation No. 44, Accounting for Certain Transactions Involving Stock
Compensation, an interpretation of APB Opinion No. 25, issued in March 2000,
to account for its fixed-plan stock options. Under this method, compensation
expense is recorded on the date of grant only if the current market price of
the underlying stock exceeded the exercise price. Under APB Opinion No. 25,
because the exercise price of the Companys employee stock options generally
equals the fair value of the underlying stock on the date of grant, no
compensation expense is generally recognized. Deferred compensation expense of
$2,153,000 was recorded during 1998 for those situations where the exercise
price of an option was lower than the deemed fair value for financial reporting
purposes of the underlying common stock. No deferred compensation expense was
recorded in 1999 or 2000. In 2001, the Company recorded deferred compensation
expense of $1,840,000 in connection with the acquisition of RevenueLab,
representing the excess of the fair value of the underlying common stock over
the exercise price for the options assumed by the Company. Deferred
compensation is being amortized over the vesting period of the underlying
options. Approximately $1.0 million of the deferred compensation that was
recorded in January 2001 in connection with options granted to employees of
RevenueLab was reversed within shareholders equity during 2001 and 2002 upon
the employees termination. Option-related deferred compensation recorded at
the Companys initial public offering was fully amortized as of December 31,
2002. Amortization of the deferred stock-based compensation balance of $71,000
at March 31, 2003 will approximate $38,000 in the remaining nine months of
2003, $26,000 in 2004 and $7,000 in 2005.

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SFAS No. 123, Accounting for Stock-Based Compensation, (SFAS 123)
established accounting and disclosure requirements using a fair-value-based
method of accounting for stock-based employee compensation plans. As allowed by
SFAS 123, the Company has elected to continue to apply the
intrinsic-value-based method of accounting described above, and has adopted
only the disclosure requirements of SFAS 123. The following table illustrates
the effect on net loss had the fair-value-based method been applied to all
outstanding and unvested awards in each period.

|                                                                                                           |  |                                       |        |      |  |   |        |  
|---------------------------------------------------------------------------------------------------------- |  | ------------------------------------- | ------ | ---- |  | - | ------ | -
|                                                                                                           |  | Three Months Ended March 31,         
|                                                                                                           |  |                                      
|                                                                                                           |  | 2002                                  |        | 2003
|                                                                                                           |  |                                       |        |     
|                                                                                                           |  | (In thousands, except per share data)
|Net loss:                                                                                                  |  |                                       |        |      |  |   |        |  
|As reported                                                                                                |  | $                                     | (6,558 | )    |  | $ | (3,402 | )
|Add: stock-based employee expense included in reported net loss                                            |  |                                       | 87     |      |  |   | 13     |  
|Deduct: stock-based employee compensation expense determined
under fair-value-based method for all rewards |  |                                       | (3,251 | )    |  |   | (2,334 | )
|                                                                                                           |  |                                       |        |      |  |   |        |  
|Pro forma                                                                                                  |  | $                                     | (9,722 | )    |  | $ | (5,723 | )
|                                                                                                           |  |                                       |        |      |  |   |        |  
|Net loss per share:                                                                                        |  |                                       |        |      |  |   |        |  
|As reported                                                                                                |  | $                                     | (0.14  | )    |  | $ | (0.07  | )
|Pro forma                                                                                                  |  | $                                     | (0.20  | )    |  | $ | (0.11  | )

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) that
the Company currently reports are foreign currency translation adjustments and
unrealized gains (losses) on marketable securities.

Recently Issued Accounting
Pronouncements

Accounting
for Costs Associated with Exit or Disposal Activities. In June 2002, the FASB issued SFAS No. 146, Accounting for Costs
Associated with Exit or Disposal Activities. This statement addresses
financial accounting and reporting for costs associated with exit or disposal
activities and nullifies EITF Issue No. 94-3, Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring). This statement requires
that a liability for a cost associated with an exit or disposal activity be
recognized at fair value when the liability is incurred. The provisions of this
statement are effective for exit or disposal activities that are initiated
after December 31, 2002, with early application encouraged. The Company applied
the provisions of EITF 94-3 to those restructuring activities initiated prior
to December 31, 2002. The adoption of SFAS No. 146 has not had a material
effect on the Companys consolidated financial statements.

3. Restructuring and Other Related Charges

In April and again in September 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. During 2002, the Company
recorded approximately $8.5 million in restructuring and other related charges.
During the first quarter of 2003, the Company recorded approximately $340,000
in restructuring and other related charges.

The components of the first quarter 2003 charges and a roll-forward of the
related liability follow (in thousands):

|                             |  |              |        |                |  |                |      |            |  |                |        |   |  |   |      |   |  |   |        | 
|---------------------------- |  | ------------ | ------ | -------------- |  | -------------- | ---- | ---------- |  | -------------- | ------ | - |  | - | ---- | - |  | - | ------ | 
|                             |  |              |        |                |  | Charge for the |      | Cash       |  |                |        |   |  |   |      |  
|                             |  | Balance at   |        | Three Months   |  | Payments       |      |            |  |                |        |   |  |  
|                             |  | December 31, |        | Ended          |  | and Write-     |      | Fair Value |  | Balance at    
|                             |  | 2002         |        | March 31, 2003 |  | offs           |      | Adjustment |  | March 31, 2003
|                             |  |              |        |                |  |                |      |            |  |               
|Excess facilities            |  | $            | 12,134 |                |  | $              | 354  |            |  | $              | (3,376 | ) |  | $ |     |   |  | $ | 9,112  | 
|Excess facilities - warrants |  |              | 920    |                |  |                |     |            |  |                |       |   |  |   | (242 | ) |  |   | 678    | 
|Employee separation costs    |  |              | 636    |                |  |                | (101 | )          |  |                | (167   | ) |  |   |     |   |  |   | 368    | 
|Asset impairments, net       |  |              |       |                |  |                | 87   |            |  |                | (87    | ) |  |   |     |   |  |   |       | 
|Other                        |  |              | 54     |                |  |                |     |            |  |                | (35    | ) |  |   |     |   |  |   | 19     | 
|                             |  |              |        |                |  |                |      |            |  |                |        |   |  |   |      |   |  |   |        | 
|Total                        |  | $            | 13,744 |                |  | $              | 340  |            |  | $              | (3,665 | ) |  | $ | (242 | ) |  | $ | 10,177 | 
|                             |  |              |        |                |  |                |      |            |  |                |        |   |  |   |      |   |  |   |        | 

The excess facility charges recorded in 2001 and 2002 are the result of
the Companys decision to reduce its utilization of certain facilities and to
terminate usage of certain domestic and international facilities altogether.
The most significant portion of the excess facility charges relates to the
Companys leases for 262,000 square feet of office space in Bellevue,
Washington, which commenced in April and June 2001 and were originally
contracted to expire in 2011 and 2013.

In 2002, the Company made significant progress in its efforts to mitigate
excess facility commitments. Specifically, in August 2002, the Company executed
a sublease agreement on its 21,000 square foot facility in the United Kingdom
that reduces

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its obligation on seven of the remaining 14 years on the lease, and in
November 2002, the Company executed a lease termination agreement on its former
100,000-square-foot corporate headquarters facility in Bellevue, Washington.
This lease termination resulted in accelerated cash outflows of approximately
$2.0 million during the fourth quarter of 2002. The Company paid its monthly
lease obligation of approximately $250,000 associated with this facility in
January 2003, after which the Company relocated its corporate headquarters and
no further obligations remained. The signing of this agreement, which required
the Company to move its corporate headquarters, resulted in accelerated
amortization of leasehold improvements and furniture, of which approximately
$1.3 million was charged to expense in the fourth quarter of 2002. An
additional $450,000 in accelerated amortization was charged to expense in
January 2003.

The most significant mitigation of the Companys excess facility
commitments was completed in December 2002 when the Company reached an
agreement with the landlord, Bellevue Hines Development, L.L.C. (Hines),
relating to its 262,000 square feet of office space in Bellevue, Washington.
The partial lease termination reduces the Companys excess facilities in
Bellevue, Washington by approximately 202,000 square feet. The Company
continues to lease approximately 60,000 square feet at this facility, which
began serving as its new corporate headquarters effective at the end of January
2003. The new lease for 60,000 square feet expires in December 2013. The
partial lease termination requires cash outflows of approximately $6.1 million
over the 13-month period ending April 2004, which is included in current and
long-term restructuring-related liabilities at March 31, 2003. In addition to
cash payments, the Company issued three five-year warrants to Hines for the
purchase of up to an aggregate of 795,000 shares of the Companys common stock,
including a warrant to purchase 265,000 shares of common stock at an exercise
price of $2.60 per share, a warrant to purchase 265,000 shares of common stock
at an exercise price of $3.03 per share and a warrant to purchase 265,000
shares of common stock at an exercise price of $3.46 per share. If the Company
either undergoes a change of control or issues securities with rights and
preferences superior to the Companys common stock within two years after the
warrants are issued, Hines will have the option of canceling any unexercised
warrants and receiving a cash cancellation payment of $4.60 per share in the
case of the $2.60 warrants, $4.00 per share in the case of the $3.03 warrants
and $3.48 per share in the case of the $3.46 warrants. These contingent cash
payments aggregate $3.2 million. The Company also entered into a registration
rights agreement with Hines, pursuant to which the Company filed a registration
statement on February 14, 2003 covering the resale of the shares of the
Companys common stock subject to purchase by Hines under the warrants. The
warrant value as of December 31, 2002 was estimated at $920,000 based on (a)
the estimated value of the warrants using the Black-Scholes model with an
expected dividend yield of 0.0%, a risk-free interest rate of 5.0%, volatility
of 85% and an expected life of five years and (b) the estimated value of the
cash cancellation payments in the event of a change in control. The warrants
are subject to variable accounting and the Company is required to mark the
warrants to market at each reporting period. At March 31, 2003, the warrant
value was estimated at $678,000 using similar assumptions to those used at
December 31, 2002, and is included in long-term liabilities.

The termination of the 202,000 square feet in Bellevue, Washington is
contingent upon the following conditions, among others, being met as of April
30, 2004: (a) the Company is current in its payments under the lease and (b)
the Company has not filed a bankruptcy or other liquidation petition, or
otherwise attempted to reject or contest the lease. If the Company is not in
compliance with any of these conditions as of April 30, 2004, the original
lease will not terminate and the Company will be required to continue making
payments on the excess facilities subject to the original lease. The Company
previously issued a letter of credit to Hines in the amount of approximately
$6,600,000 to guarantee its payment obligations to Hines. The letter of credit
is secured by the Companys cash deposits. The letter of credit will secure the
Companys obligations under the original lease and the amended lease for the
60,000 square feet that the Company still occupies. The parties have agreed to
effect eight monthly reductions in the amount of the letter of credit of
$507,000 each starting in October 2003 if (i) the conditions precedent
described above are satisfied by April 30, 2004 and (ii) the Company has timely
made all of the payments due under the original lease and the new lease for the
60,000 square feet that the Company still occupies. In no event will the letter
of credit be reduced to an amount less than $2,500,000. The Companys rights to
reduce the amount of the letter of credit will be forfeited if, at any time
before May 1, 2004, it makes any late payment under the original lease or the
new lease for the 60,000 square feet that the Company still occupies, or if
there is any default or material misrepresentation by the Company in any of the
warrants or the registration rights agreement.

The accounting for excess facilities is complex and, as a result, may
result in adjustments to the Companys current restructuring charge. In
particular, based on the terms of the warrants issued in connection with the
partial lease termination of excess facilities in Bellevue, Washington, the
warrants are subject to variable accounting and will be marked to market at
each reporting period. Future cash outlays are anticipated through July 2006
unless estimates and assumptions change or the Company is able to negotiate to
exit certain leases at an earlier date.

The current portion of restructuring-related liabilities totaled $8.2
million at March 31, 2003, the long-term portion of restructuring-related
liabilities totaled $1.3 million at March 31, 2003 and the value of the
warrants issued in connection with the termination of certain facility lease
obligations was $678,000 at March 31, 2003.

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In April 2003, the Company approved a restructuring plan to reduce
additional headcount. Severance costs associated with this restructuring plan
will be charged to expense during the second quarter of 2003 and are estimated
to be approximately $750,000.

4. 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 Company 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 Company common stock in
the Company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.

The Company, 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 Company common stock sold under the February 12, 1999 registration
statement and prospectus for the Companys initial public offering. The
complaint alleges that the Company 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.

The Company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 the Company
by allegedly failing to supervise the Companys public statements and public
filings with the SEC. The complaint alleges that, as a result of these
breaches, misinformation about the Companys financial condition was
disseminated into the marketplace and filed with the SEC. The complaint asserts
that these actions have exposed the Company to harmful and costly securities
litigation, which could potentially result in an award of damages against the
Company.

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. Accordingly, the
Company does not believe it is probable that the outcome of these litigation
matters will be unfavorable to the Company. While it is unlikely that the
outcomes would result in a material adverse outcome, the Company cannot provide
assurance that some or all of these matters will not materially and adversely
affect the Companys business, future results of operations, financial position
or cash flows in a particular period.

5. 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.

|                                             |                                |               |        |                       |     |      |        |       |    | 
|-------------------------------------------- | ------------------------------ | ------------- | ------ | --------------------- | --- | ---- | ------ | ----- | -- | 
|                                             |                                |               |        | Three Months Ended   
|                                             |                                |               |        | March 31,            
|                                             |                                |               |        |                      
|                                             |                                |               |        | 2002                  |     | 2003
|                                             |                                |               |        |                       |     |     
|                                             |                                |               |        | (In thousands, except
|                                             |                                |               |        | per share data)      
|Net loss (A)                                 |                                | $             | (6,558 | )                     |     | $    | (3,402 | )    
|                                             |                                |               |        |                       |     |      |        |      
|Weighted average number of common shares (B) |                                |               | 48,119 |                       |     |      | 50,790 |      
|                                             | Effect of dilutive securities: |               |        |                       |     |      |        |       |   
|                                             |                                | Stock options |        |                       | *   |      |        |       | *  | 
|                                             |                                | Warrants      |        |                       | N/A |      |        |       | ** | 
|                                             |                                |               |        |                       |     |      |        |      
|Adjusted weighted average shares (C)         |                                |               | 48,119 |                       |     |      | 50,790 |      
|                                             |                                |               |        |                       |     |      |        |      
|Loss per share:                              |                                |               |        |                       |     |      |        |      
|                                             | Basic (A)/(B)                  |               | $      | (0.14                 | )   |      | $      | (0.07 | ) 
|                                             | Diluted (A)/(C)                |               | $      | (0.14                 | )   |      | $      | (0.07 | ) 



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|*  |  | The effect of stock options are excluded from the computation of diluted earnings per share because the effects are
antidilutive. Outstanding stock options of 11,280,998 and 12,334,743 at March 31, 2002 and 2003, respectively, were excluded
from the computation of diluted earnings per share because their effect was antidilutive. Outstanding options will be
included in the computation of diluted earnings per share in future periods to the extent their effects are dilutive.                                                                                                     
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|** |  | In January 2003, the Company issued warrants to purchase 795,000 shares of its common stock at exercise prices ranging from
$2.60 to $3.46 per share in connection with the termination of excess facilities. There were no warrants outstanding prior
to January 2003. Outstanding warrants were excluded from the computation of diluted earnings per share for the three months
ended March 31, 2003 because their effect was antidilutive. Outstanding warrants will be included in the computation of
diluted earnings per share in future periods to the extent their effects are dilutive.

6. 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 service 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 $87,000 and $13,000 for the three months
ended March 31, 2002 and 2003, respectively. Option-related deferred
compensation recorded at the Companys initial public offering was fully
amortized as of December 31, 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,         
|                                  |                                                |   |                   
|                                  |                                                |   | 2002               |    | 2003
|                                  |                                                |   |                    |    |     
|Support and service cost of sales |                                                | $ | 53                 |    |      | $ | 13 |   
|Sales and marketing               |                                                |   | 16                 |    |      |   |   |   
|Research and development          |                                                |   | 6                  |    |      |   |   |   
|General and administrative        |                                                |   | 12                 |    |      |   |   |   
|                                  |                                                |   |                    |    |      |   |    |   
|                                  | Total amortization of stock-based compensation |   | $                  | 87 |      |   | $  | 13 | 
|                                  |                                                |   |                    |    |      |   |    |   

7. Line of Credit

In documents dated March 28, 2003 and May 5, 2003, the Company amended its
Loan and Security Agreement with Silicon Valley Bank (SVB), which was
originally entered into in February 2002, and entered into a second Loan and
Security Agreement with SVB that is intended to take advantage of a loan
guarantee by the Export Import Bank of the United States (Exim Bank). Under
the terms of these agreements, the Company has a total $15.0 million working
capital revolving line of credit with SVB, which is split between a $13.0
million domestic facility and a $2.0 million Exim Bank facility. Both are
secured by accounts receivable, property and equipment and intellectual
property. The domestic facility allows the Company to borrow up to the lesser
of (a) 75% of eligible domestic and individually approved foreign accounts
receivable and (b) $13.0 million. The Exim Bank facility allows the Company to
borrow up to the lesser of (a) 80% of eligible foreign accounts receivable and
(b) $2.0 million. If the borrowing base calculation falls below the outstanding
standby letters of credit issued by SVB on the Companys behalf, SVB may
require the Company to cash secure the amount by which outstanding standby
letters of credit exceed the borrowing base. The amount required to be
restricted under the loan agreement was $3.3 million, measured as of March 31,
2003. Due to the variability in the Companys borrowing base, the Company may
be subject to restrictions on its cash at various times throughout the year.
Any borrowings will bear interest at SVBs prime rate, which was 4.25% as of
March 31, 2003, plus 1.5%, subject to a minimum rate of 6.0%. The loan
agreements require that the Company maintain certain financial covenants based
on its adjusted quick ratio and tangible net worth. The Company was in
compliance with these covenants at March 31, 2003. The Company is also
prohibited under the loan and security agreements from paying dividends. The
facilities expire in March 2004. Based on the outstanding standby letters of
credit relating to long-term lease obligations totaling $9.6 million at March
31, 2003, no additional amounts are currently available under the credit
facilities.

8. 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 licensing 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 have only one
12Table of Contents

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.

The Company evaluates the performance of its geographic regions primarily
based on revenues. In addition, the Companys assets are primarily located in
its corporate office in the United States and not allocated to any specific
region. The Company does not produce reports for, or measure the performance
of, its geographic regions on any asset-based metrics. Therefore, geographic
information is presented only for revenues.

Total revenues outside of North America for the three months ended March
31, 2002 and 2003 were $4.6 million and $5.2 million, respectively.

The following geographic information is presented for the three months
ended March 31, 2002 and 2003 (in thousands):

|                                   |         |  |         |        |         |  |         |       |       |  |   |       |  |  |   |        | 
|---------------------------------- | ------- |  | ------- | ------ | ------- |  | ------- | ----- | ----- |  | - | ----- |  |  | - | ------ | 
|                                   |         |  | North   |        | United  |  | Rest of |       |       |  |  
|                                   |         |  | America |        | Kingdom |  | World   |       | Total
|                                   |         |  |         |        |         |  |         |       |      
|Three months ended March 31, 2002: |         |  |         |        |         |  |         |       |       |  |   |       |  |  |   |       
|                                   | Revenue |  | $       | 10,026 |         |  | $       | 1,109 |       |  | $ | 3,480 |  |  | $ | 14,615 | 
|Three months ended March 31, 2003: |         |  |         |        |         |  |         |       |       |  |   |       |  |  |   |       
|                                   | Revenue |  | $       | 9,014  |         |  | $       | 2,066 |       |  | $ | 3,127 |  |  | $ | 14,207 | 

9. Guarantees

In November 2002, the Financial Accounting Standards Board (FASB) issued
FASB Interpretation (FIN) No. 45, Guarantors Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of
Others. FIN No. 45 provides expanded accounting guidance surrounding liability
recognition and disclosure requirements related to guarantees, as defined by
this Interpretation. We adopted FIN No. 45 during the quarter ended December
31, 2002. In the ordinary course of business, we are not subject to potential
obligations under guarantees that fall within the scope of FIN No. 45 except
for standard indemnification and warranty provisions that are contained within
many of our customer license and service agreements, and give rise only to the
disclosure requirements prescribed by FIN No. 45.

Indemnification and warranty provisions contained within our customer license
and service agreements are generally consistent with those prevalent in our
industry. The duration of our product warranties generally does not exceed 180
days following delivery of our products. We have not incurred significant
obligations under customer indemnification or warranty provisions historically
and do not expect to incur significant obligations in the future. Accordingly,
we do not maintain accruals for potential customer indemnification or
warranty-related obligations.

10. Onyx Japan

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

Under the terms of the joint venture agreement Prime Systems may, at any
time, sell its shares to a third party, provided that it notifies the Company
90 days prior to doing so. The Company has 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 the
Company 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, the Company has the right, at its election, to either (a) buy
Prime Systems shares at the current fair market value as determined by an
appraiser or (b) force a liquidation of Onyx Japan.

The Company has entered into a distribution agreement with Onyx Japan,
which was approved by the minority shareholders, that provides for a fee to the
Company based on license and maintenance revenues in Japan. During the first
quarter of 2002 and 2003, fees charged under this agreement were $148,000 and
$135,000, respectively. The intercompany fees are eliminated in consolidation;
however, the Company allocates 42% of the fees to the minority shareholders.

In recent periods, Onyx Japan has incurred substantial losses. The
minority shareholders capital account balance as of March 31, 2003 was
$78,000. Additional Onyx Japan losses above approximately $185,000 in the
aggregate will be absorbed 100% by the Company, as compared to 58% in prior
periods.

13



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The Company restructured Onyx Japans operations during the third quarter
of 2002, which the Company expects will significantly reduce future operating
expenses of Onyx Japan in an effort to increase the probability that the
Company can become cash flow positive in Japan. Nevertheless, additional
funding may be required to continue the operation of the joint venture. If Onyx
Japan continues to incur losses and no additional capital is invested, the
Company may have to further restructure its operations in Japan.

11. Liquidity

The Companys near-term restructuring costs related to the mitigation of
excess facilities liabilities will consume a material amount of its cash
resources. The termination of approximately 202,000 square feet in Bellevue,
Washington will result in cash outflows of approximately $6.1 million over the
13-month period ending April 2004 and is included in current and long-term
restructuring-related liabilities at March 31, 2003. The termination of these
excess facilities commitments is contingent upon the following conditions,
among others, being met as of April 30, 2004: (a) the Company is current in its
payments under the lease and (b) the Company has not filed a bankruptcy or
other liquidation petition, or otherwise attempted to reject or contest the
lease. If the Company is not in compliance with any of these conditions as of
April 30, 2004, its original lease will not terminate and the Company will be
required to continue making payments on the excess facilities subject to the
original lease. If this were to take place, the Companys business, financial
condition and operating results would be materially adversely affected.

Onyx currently has loan and security agreements with SVB that allow the
Company to borrow up to the lesser (a) 75% of eligible domestic and
individually approved foreign accounts receivable and (b) $13.0 million under a
domestic line, plus up to the lesser of (a) 80% of eligible foreign accounts
receivable and (b) $2.0 million under a line guaranteed by Exim Bank. At the
time of this filing, however, no additional amounts are available under the
lines of credit based on the level of the Companys borrowing base and its
outstanding letters of credit. The Company was in compliance with the financial
covenants of these facilities as of March 31, 2003. If the Company is unable to
maintain compliance with its covenants in the future or if SVB decides to
restrict its cash deposits, the Companys liquidity would be further limited
and its business, financial condition and operating results could be materially
harmed.

Assuming the Companys future revenue performance is comparable to the
most recent quarterly period reported, the Company believes that with the
expense reduction efforts instituted in April 2003, existing cash and cash
equivalents will be sufficient to meet its capital requirements for at least
the next 12 months. Should the Companys results for subsequent quarters fall
below the results the Company achieved in the first quarter of 2003, the
Company would likely take action to restructure its operations to preserve its
cash. Mitigation of the Companys excess facilities liabilities, along with
ongoing operations and possible additional funding of Onyx Japan, will,
however, consume a material amount of the Companys cash resources. As a result
of these factors, along with the impact lower cash balances could have on the
Companys sales, the Company will likely seek additional funds in the future
through public or private equity financing or from other sources to fund its
operations and pursue the Companys growth strategy. The Company may experience
difficulty in obtaining funding on favorable terms, if at all. Any financing
the Company might obtain may contain covenants that restrict the Companys
freedom to operate its business or may require the Company to issue securities
that have rights, preferences or privileges senior to its common stock and may
dilute current shareholders ownership interest in the Company.

14



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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;                                                                                                                        
|
| |  |  | statements about the expected costs and timing of terminating our excess facility commitments;                                                                                          
|
| |  |  | 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 can result in a comparatively low total cost of ownership and
rapid return on investment.

Overview of the Results for the Three Months Ended March 31, 2003

Key financial data points relating to our first quarter 2003 performance
include:



| |  |  | Revenue of $14.2 million, down 18% from the fourth quarter of 2002 and down 3% from the first quarter of 2002;           
| | - |  | -------------------------------------------------------------------------------------------------------------------------
|
| |  |  | License revenue of $2.6 million, down 55% from the fourth quarter of 2002 and down 14% from the first quarter
of 2002;   
|
| |  |  | Service revenue of $11.6 million, which is consistent with service revenue reported in the fourth quarter of
2002 and the

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| |   |  | first quarter of 2002;                                                                                                                                                                                                                         
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Service margins of 53%, down from 57% in the fourth quarter of 2002 and down from 55% in the first quarter of
2002;                                                                                                                            
|
| |  |  | Operating expenses, excluding acquisition-related amortization, stock compensation and restructuring charges,
of $11.9 million, down from $12.3 million in the fourth quarter of 2002 and down from $12.5 million in the
first quarter of 2002;
|
| |  |  | Cash and restricted cash balances of $15.0 million at March 31, 2003, down from $19.3 million at December 31,
2002; and                                                                                                                        
|
| |  |  | Days sales outstanding, based on end of period receivable balances, down to 73 days compared to 76 days in
the fourth quarter of 2002 and 78 days in the first quarter of 2002.                                                                

We believe that continued adverse economic conditions and the
uncertainties exacerbated by recent geo-political events in Iraq led to
disappointing license revenue results for the first quarter of 2003. Our
service revenue, service margins and operating expense management, however,
continued to be solid during the first quarter. As a result of experiencing
first quarter 2003 revenue that was lower than that reported in the fourth
quarter of 2002, we implemented a restructuring plan in early April 2003 to
further lower our future break-even point and preserve our cash.

We believe that continued adverse economic conditions in the global
economy, particularly impacting the information technology and communications
industries, will continue to challenge our ability to generate new license
sales. The majority of our revenue has been 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.
Macroeconomic conditions were extremely challenging during 2001, 2002 and the
first quarter of 2003, and we expect them to continue to impact capital
spending initiatives of our targeted new and existing customer base.

As a result of current economic uncertainties, we will be focused on the
following objectives in the near term:



| |  |  | successful rebuilding of our direct sales force, which began in 2001;                                                          
| | - |  | -------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | managing our costs to allow our return to profitability and allow us to preserve our cash;                                     
|
| |  |  | sales management aimed at focusing our resources and efforts on the
opportunities with the highest probability of success;     
|
| |  |  | maximizing the value of our partnerships with key system
integration and technology vendors;                                   
|
| |  |  | aggressive marketing of our recent major product releases on the
Windows NT/Microsoft BackOffice and Oracle/Unix platforms; and
|
| |  |  | maintaining high customer satisfaction levels.                                                                                 

We hope 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 cannot offer any assurance regarding when, or
whether, this will occur. We continue to align costs and expenses to our
expected revenues. We may, however, continue to experience losses and negative
cash flows in the near term, unless sales of our products and services grow.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of
operations are based on 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.

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Revenue Recognition

Revenue recognition rules for software companies are very complex and
often subject to interpretation. 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.

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 98-9 and related interpretations, including
Technical Practice Aids.

We generate 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
becomes effective as evidenced by a signed contract, the product has been
shipped, the license fee is fixed or determinable, and collection 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 once the element is sold separately.

Standard terms for license agreements call for payment within 90 days.
Probability of collection is based on 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 on 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 do not depend on 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 depends on
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 and the
expiration of the acceptance period.

Allowance for Doubtful Accounts

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. Although no expenses were
required in 2002 or in the first quarter of 2003, significant expenses were
recorded to increase our allowance for doubtful accounts in prior years due to
the rapid downturn in the economy, and in the technology sector in particular,
and we may record additional expenses in the future.

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Impairment of Intangible Assets

We periodically evaluate intangible asset valuations of businesses we
acquired as impairment indicators arise. 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.

Restructuring

During 2001 and 2002, we recorded significant write-offs and accruals in
connection with our restructuring program under Emerging Issues Task Force, or
EITF, Issue No. 94-3. 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 could differ from
these estimates. With the contractual settlement of the majority of our excess
facilities, the range of outcomes that must be estimated has narrowed
significantly, except for the value assigned to the warrants issued in
connection with the settlement, which will fluctuate in the future based on our
stock price.

In June 2002, the Financial Accounting Standards Board, or FASB, issued
Statement of Financial Accounting Standards, or SFAS, No. 146, Accounting for
Costs Associated with Exit or Disposal Activities. This statement addresses
financial accounting and reporting for costs associated with exit or disposal
activities, and nullifies EITF Issue No. 94-3, Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring). This statement requires
that a liability for a cost associated with an exit or disposal activity be
recognized at fair value when the liability is incurred. The provisions of this
statement are effective for exit or disposal activities that are initiated
after December 31, 2002, with early application encouraged. The adoption of
SFAS No. 146 has not had a material effect on our consolidated financial
statements.

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.

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 common
stock of Onyx Japan. Our joint venture partners invested an additional $3.1
million for the remaining 42% of the common stock of Onyx Japan. Because we
have a controlling interest, 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 our consolidated statement of
operations.

Under the terms of the joint venture agreement Prime Systems may, at any
time, sell its shares to a third party provided that they notify us 90 days
prior to doing so. We have a right of first refusal to purchase any of Prime
Systems shares that are offered for resale at the same price at 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. For the three months ended March 31,
2002 and 2003, fees charged under this agreement were $148,000 and $135,000.
All intercompany fees are eliminated in consolidation; however, we allocate 42%
of the fees to the minority shareholders.

In recent periods, Onyx Japan has incurred substantial losses. The
minority shareholders capital account balance as of March 31, 2003 was
$78,000. Additional Onyx Japan losses above approximately $185,000 in the
aggregate will be absorbed 100% by Onyx, as compared to 58% in prior periods.

We restructured Onyx Japans operations during the third quarter of 2002,
which we expect will significantly reduce Onyx Japans future operating
expenses in an effort to increase the probability that we can become cash flow
positive in Japan. Nevertheless, additional funding may be required to continue
the operation of Onyx Japan. If Onyx Japan continues to incur losses and no
additional capital is invested, we may have to further restructure our
operations in Japan.

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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,
2002 and 2003 are not necessarily indicative of the results that may be
expected for the full year or any future period.

|                                                     |                                             |                          |       |                    |       |      |       |      |       | 
|---------------------------------------------------- | ------------------------------------------- | ------------------------ | ----- | ------------------ | ----- | ---- | ----- | ---- | ----- | 
|                                                     |                                             |                          |       | Three Months Ended
|                                                     |                                             |                          |       | March 31,         
|                                                     |                                             |                          |       |                   
|                                                     |                                             |                          |       | 2002               |       | 2003
|                                                     |                                             |                          |       |                    |       |     
|Consolidated Statement of Operations Data:           |                                             |                          |       |                    |       |      |       |     
|Revenue:                                             |                                             |                          |       |                    |       |      |       |     
|                                                     | License                                     |                          |       | 20.9               | %     |      |       | 18.4 | %    
|                                                     | Support and service                         |                          |       | 79.1               |       |      |       | 81.6 |      
|                                                     |                                             |                          |       |                    |       |      |       |     
|                                                     |                                             | Total revenue            |       |                    | 100.0 |      |       |      | 100.0 | 
|                                                     |                                             |                          |       |                    |       |      |       |     
|Cost of revenue:                                     |                                             |                          |       |                    |       |      |       |     
|                                                     | License                                     |                          |       | 1.2                |       |      |       | 2.0  |      
|                                                     | Amortization of acquired technology         |                          |       | 0.9                |       |      |       | 0.6  |      
|                                                     | Support and service                         |                          |       | 35.6               |       |      |       | 38.3 |      
|                                                     |                                             |                          |       |                    |       |      |       |     
|                                                     |                                             | Total cost of revenue    |       |                    | 37.7  |      |       |      | 40.9  | 
|                                                     |                                             |                          |       |                    |       |      |       |     
|Gross margin                                         |                                             |                          | 62.3  |                    |       |      | 59.1  |     
|Operating expenses:                                  |                                             |                          |       |                    |       |      |       |     
|                                                     | Sales and marketing                         |                          |       | 41.0               |       |      |       | 45.6 |      
|                                                     | Research and development                    |                          |       | 27.1               |       |      |       | 22.0 |      
|                                                     | General and administrative                  |                          |       | 17.4               |       |      |       | 15.9 |      
|                                                     | Restructuring and other-related charges     |                          |       | 17.9               |       |      |       | 2.4  |      
|                                                     | Amortization of acquisition-related charges |                          |       | 1.4                |       |      |       | 1.5  |      
|                                                     | Amortization of stock-based compensation    |                          |       | 0.6                |       |      |       | 0.1  |      
|                                                     |                                             |                          |       |                    |       |      |       |     
|                                                     |                                             | Total operating expenses |       |                    | 105.4 |      |       |      | 87.5  | 
|                                                     |                                             |                          |       |                    |       |      |       |     
|Loss from operations                                 |                                             |                          | (43.1 | )                  |       |      | (28.4 | )   
|Other income (expense), net                          |                                             |                          | (2.6  | )                  |       |      | 0.1   |     
|Change in fair value of outstanding warrants         |                                             |                          |      |                    |       |      | 1.7   |     
|                                                     |                                             |                          |       |                    |       |      |       |     
|Loss before income taxes                             |                                             |                          | (45.7 | )                  |       |      | (26.6 | )   
|Income tax provision (benefit)                       |                                             |                          | 0.1   |                    |       |      | (1.5  | )   
|Minority interest in loss of consolidated subsidiary |                                             |                          | (0.9  | )                  |       |      | (1.1  | )   
|                                                     |                                             |                          |       |                    |       |      |       |     
|Net loss                                             |                                             |                          | (44.9 | )%                 |       |      | (24.0 | )%  
|                                                     |                                             |                          |       |                    |       |      |       |     

Revenue

Total revenue, which consists of software license and support and service
revenue, decreased 3% from $14.6 million in the first quarter of 2002 to $14.2
million in the first quarter of 2003. No single customer accounted for more
than 10% of our revenue in the first quarter of 2002 or in the first quarter of
2003.

Our license revenue decreased 14%, from $3.1 million in the first quarter
of 2002 to $2.6 million in the first quarter of 2003. We believe that continued
adverse economic conditions and the uncertainties exacerbated by recent
geo-political events in Iraq led to disappointing license revenue results for
the first quarter of 2003. We believe that macroeconomic conditions will
continue to be challenging in the near term which may delay capital spending
initiatives of our prospective and existing customers, particularly in the
middle market.

Our support and service revenue remained flat compared to the first
quarter of 2002 at $11.6 million in the first quarter of 2003. Support and
service revenue represented 79% of our total revenue in the first quarter of
2002 and 82% in the first quarter of 2003. We expect the dollar amount of our
support and service revenue to remain relatively flat in the near term compared
with recent results. 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 2002, however, we expect solid demand for our consulting services to at
least offset in part any decline we experience in maintenance revenue in the
near term. We expect that 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.

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Revenue outside of North America increased 13%, from $4.6 million in the
first quarter of 2002 to $5.2 million in the first quarter of 2003. The
increase in international revenue was due to an increase in support and service
revenues in Europe, Australia and Japan.

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
increased 67%, from $171,000 in the first quarter of 2002 to $285,000 in the
first quarter of 2003. Cost of license revenue as a percentage of related
license revenue was 6% in the first quarter of 2002 and 11% in the first
quarter of 2003. The increase in cost of license revenue in dollar amount and
as a percentage of related license revenue resulted primarily from an increase
in third-party product royalties.

Amortization of acquired technology

Amortization of acquired technology represents the amortization of
capitalized technology associated with our acquisitions of EnCyc in 1998 and
Market Solutions in 1999. Amortization of acquired technology was $138,000 in
the first quarter of 2002 and $84,000 in the first quarter of 2003. The
decrease in amortization of acquired technology in the first quarter of 2003
compared to the first quarter of 2002 is due to the completion of the
amortization of acquired technology for Market Solutions in the third quarter
of 2002.

Cost of support and service revenue

Cost of support and service revenue consists of personnel and third-party
service provider costs related to consulting services, customer support and
training. Cost of support and service revenue increased 4%, from $5.2 million
in the first quarter of 2002 to $5.4 million in the first quarter of 2003. Cost
of support and service revenues as a percentage of related support and service
revenues was 45% in the first quarter of 2002 compared to 47% in the first
quarter of 2003. The increase in cost of support and service revenues as a
percentage of related support and service revenues is due to a higher
percentage use of third-party service providers in our consulting engagements,
which contribute lower margins than internal resources. The cost of support and
services as a percentage of support and 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).

Operating Expenses and Other

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 increased 8%, from $6.0 million in the first quarter of
2002 to $6.5 million in the first quarter of 2003. Sales and marketing
employees increased 5% from March 31, 2002 to March 31, 2003. The increase in
dollar amount from the first quarter of 2002 to the first quarter of 2003 was
primarily due to the reinstatement of base salaries to all sales and marketing
personnel, who participated in a pay reduction program throughout 2002 as part
of our restructuring plan, and a modest increase in sales and marketing
personnel. Sales and marketing expenses represented 41% of our total revenue in
the first quarter of 2002, compared to 46% in the first quarter of 2003. The
increase 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 coupled with the impact of a more dramatic shortfall in license
revenue during the most recent period relative to what was anticipated.

We expect our sales and marketing expenses to decrease in dollars in 2003
relative to 2002 as we gain the full benefit of our April 2003 restructuring
efforts and invest in resource levels that are more closely aligned with the
expected demand for our products. 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 21%, from $4.0 million in the first quarter
of 2002 to $3.1 million in the first quarter of 2003. Research and development
employees decreased 10% from March 31, 2002 to March 31, 2003. The decrease in
dollar amount from the first quarter of 2002 to the first quarter of 2003 was
primarily due to a decrease in the use of outside contractors and our election
to retain full-time employees in lieu of contractors in our restructuring plan
and, to a lesser extent, to a decrease in the number of
20Table of Contents

development personnel. Research and development costs represented 27% of
our total revenue in the first quarter of 2002, compared to 22% in the first
quarter of 2003.

Although research and development expenses were affected by our April 2003
restructuring efforts, those development projects that we believe to be most
essential to our long-term growth were least affected. We believe that our
research and development investments are essential to our long-term strategy.
To fully realize our long-term sales growth opportunity, we believe that we may
need to increase our research and development investment in the future in
dollars.

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 11%, from $2.5 million in
the first quarter of 2002 to $2.3 million in the first quarter of 2003. General
and administrative employees decreased 9% from March 31, 2002 to March 31,
2003. The decrease in dollar amount from the first quarter of 2002 to the first
quarter of 2003 was primarily due to reductions in executive and administrative
personnel, in particular, costs associated with the role of the President and
Chief Operating Officer position that was eliminated in October 2002, along
with a decrease in professional services fees and allowances for bad debt
expense. General and administrative costs represented 17% of our total revenue
in the first quarter of 2002, compared to 16% in the first quarter of 2003.

Although general and administrative expenses were affected by our April
2003 restructuring efforts, our general and administrative expenses may
increase in future quarters as we incur additional professional services fees
related to the satisfaction of new compliance requirements under the
Sarbanes-Oxley Act of 2002. We also believe that we may need to expand our
administrative staff, domestically and internationally, in the future to pursue
our long-term sales growth opportunities.

Restructuring and other related charges

In April and again in September 2001, Onyx 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. During 2002, we recorded approximately
$8.5 million in restructuring and other related charges. During the first
quarter of 2003, we recorded approximately $340,000 in restructuring and other
related charges.

The components of the first quarter 2003 charges and a roll-forward of the
related liability follow (in thousands):

|                             |  |              |        |                |  |                |      |            |  |                |        |   |  |   |      |   |  |   |        | 
|---------------------------- |  | ------------ | ------ | -------------- |  | -------------- | ---- | ---------- |  | -------------- | ------ | - |  | - | ---- | - |  | - | ------ | 
|                             |  |              |        |                |  | Charge for the |      | Cash       |  |                |        |   |  |   |      |  
|                             |  | Balance at   |        | Three Months   |  | Payments       |      |            |  |                |        |   |  |  
|                             |  | December 31, |        | Ended          |  | and Write-     |      | Fair Value |  | Balance at    
|                             |  | 2002         |        | March 31, 2003 |  | offs           |      | Adjustment |  | March 31, 2003
|                             |  |              |        |                |  |                |      |            |  |               
|Excess facilities            |  | $            | 12,134 |                |  | $              | 354  |            |  | $              | (3,376 | ) |  | $ |     |   |  | $ | 9,112  | 
|Excess facilities - warrants |  |              | 920    |                |  |                |     |            |  |                |       |   |  |   | (242 | ) |  |   | 678    | 
|Employee separation costs    |  |              | 636    |                |  |                | (101 | )          |  |                | (167   | ) |  |   |     |   |  |   | 368    | 
|Asset impairments, net       |  |              |       |                |  |                | 87   |            |  |                | (87    | ) |  |   |     |   |  |   |       | 
|Other                        |  |              | 54     |                |  |                |     |            |  |                | (35    | ) |  |   |     |   |  |   | 19     | 
|                             |  |              |        |                |  |                |      |            |  |                |        |   |  |   |      |   |  |   |        | 
|Total                        |  | $            | 13,744 |                |  | $              | 340  |            |  | $              | (3,665 | ) |  | $ | (242 | ) |  | $ | 10,177 | 
|                             |  |              |        |                |  |                |      |            |  |                |        |   |  |   |      |   |  |   |        | 

The excess facility charges recorded in 2001 and 2002 are the result of
our decision to reduce our utilization of certain facilities and to terminate
usage of certain domestic and international facilities altogether. The most
significant portion of the excess facility charges relates to our leases for
262,000 square feet of office space in Bellevue, Washington, which commenced in
April and June of 2001 and were originally contracted to expire in 2011 and
2013.

In 2002, we made significant progress in our efforts to mitigate excess
facility commitments. Specifically, in August 2002, we executed a sublease
agreement on our 21,000 square foot facility in the United Kingdom that reduces
our obligation on seven of the remaining 14 years on the lease, and in November
2002, we executed a lease termination agreement on our former
100,000-square-foot corporate headquarters facility in Bellevue, Washington.
This lease termination resulted in accelerated cash outflows of approximately
$2.0 million during the fourth quarter of 2002. We paid our monthly lease
obligation of approximately $250,000 associated with this facility in January
2003, after which we relocated our corporate headquarters and no further
obligations remained. The signing of this agreement, which required us to move
our corporate headquarters, resulted in accelerated amortization of leasehold
improvements and furniture, of which approximately $1.3 million was charged to
expense in the fourth quarter of 2002. An additional $450,000 in accelerated
amortization was charged to expense in January 2003.

The most significant mitigation of our excess facility commitments was
completed in December 2002 when we reached an agreement with the landlord,
Bellevue Hines Development, L.L.C, or Hines, relating to our 262,000 square
feet of office space in Bellevue, Washington. The partial lease termination
reduces our excess facilities in Bellevue, Washington by approximately
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202,000 square feet. Onyx continues to lease approximately 60,000 square
feet at this facility, which began serving as our new corporate headquarters
effective at the end of January 2003. The new lease for 60,000 square feet
expires in December 2013. The partial lease termination will require cash
outflows of approximately $6.1 million over the 13-month period ending April
2004, which is included in current and long-term restructuring-related
liabilities at March 31, 2003. In addition to cash payments, Onyx issued three
five-year warrants to Hines for the purchase of up to an aggregate of 795,000
shares of Onyx common stock, including a warrant to purchase 265,000 shares of
common stock at an exercise price of $2.60 per share, a warrant to purchase
265,000 shares of common stock at an exercise price of $3.03 per share and a
warrant to purchase 265,000 shares of common stock at an exercise price of
$3.46 per share. If Onyx either undergoes a change of control or issues
securities with rights and preferences superior to Onyxs common stock within
two years after the warrants are issued, Hines will have the option of
canceling any unexercised warrants and receiving a cash cancellation payment of
$4.60 per share in the case of the $2.60 warrants, $4.00 per share in the case
of the $3.03 warrants and $3.48 per share in the case of the $3.46 warrants.
These contingent cash payments aggregate $3.2 million. We also entered into a
registration rights agreement with Hines, pursuant to which we filed a
registration statement on February 14, 2003 covering the resale of the shares
of Onyx common stock subject to purchase by Hines under the warrants. The
warrant value as of December 31, 2002 was estimated at $920,000 based on (a)
the estimated value of the warrants using the Black-Scholes model with an
expected dividend yield of 0.0%, a risk-free interest rate of 5.0%, volatility
of 85% and an expected life of five years and (b) the estimated value of the
cash cancellation payments in the event of a change in control. The warrants
are subject to variable accounting and we are required to mark the warrants to
market at each reporting period. At March 31, 2003, the warrant value was
estimated at $678,000 using similar assumptions to those used at December 31,
2002, and is included in long-term liabilities.

The termination of the 202,000 square feet in Bellevue, Washington is
contingent on the following conditions, among others, being met as of April 30,
2004: (a) we are current in our payments under the lease and (b) we have not
filed a bankruptcy or other liquidation petition, or otherwise attempted to
reject or contest the lease. If we are not in compliance with any of these
conditions as of April 30, 2004, the original lease will not terminate and we
will be required to continue making payments on the excess facilities subject
to the original lease. We previously issued a letter of credit to Hines in the
amount of approximately $6,600,000 to guarantee our payment obligations to
Hines. The letter of credit is secured by our cash deposits. The letter of
credit will secure our obligations under the original lease and the amended
lease for the 60,000 square feet that we still occupy. The parties have agreed
to effect eight monthly reductions in the amount of the letter of credit of
$507,000 each starting in October 2003 if (i) the conditions precedent
described above are satisfied by April 30, 2004 and (ii) we have timely made
all of the payments due under the original lease and the new lease for the
60,000 square feet that we still occupy. In no event will the letter of credit
be reduced to an amount less than $2,500,000. Our right to reduce the amount of
the letter of credit will be forfeited if, at any time before May 1, 2004, we
make any late payment under the original lease or the new lease for the 60,000
square feet that we still occupy, or if there is any default or material
misrepresentation by us in any of the warrants or the registration rights
agreement.

The accounting for excess facilities is complex and, as a result, may

result in adjustments to our current restructuring charge. In particular, based
on the terms of the warrants issued in connection with the partial lease
termination of excess facilities in Bellevue, Washington, the warrants are
subject to variable accounting and will be marked to market at each reporting
period. Future cash outlays are anticipated through July 2006 unless estimates
and assumptions change or we are able to negotiate to exit certain leases at an
earlier date.

The current portion of restructuring-related liabilities totaled $8.2
million at March 31, 2003, the long-term portion of restructuring-related
liabilities totaled $1.3 million at March 31, 2003 and the value of the
warrants issued in connection with the termination of certain facility lease
obligations was $678,000 at March 31, 2003.

In April 2003, we approved a restructuring plan to reduce additional
headcount. Severance costs associated with this restructuring plan will be
charged to expense during the second quarter of 2003 and are estimated to be
approximately $750,000.

We are continuing to align our operations and review our restructuring
efforts. We may, however, 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, unless sales of our
products and services grow.

Amortization of acquisition-related intangibles

Amortization of acquisition-related intangibles consists of intangible
amortization associated with our acquisitions of EnCyc in 1998 and Market
Solutions in 1999. Amortization of other acquisition-related intangibles
totaled $209,000 in the first quarter of 2002 and 2003.

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
22Table of Contents

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 $87,000 in the first quarter of 2002 and
$13,000 in the first quarter of 2003. Approximately $1.0 million of the
deferred compensation that was recorded in January 2001 in connection with
options granted to employees of RevenueLab was reversed within shareholders
equity during 2001 and 2002 upon the employees termination. Option-related
deferred compensation recorded at our initial public offering was fully
amortized as of December 31, 2002. Amortization of the deferred stock-based
compensation balance of $71,000 at March 31, 2003 will approximate $38,000 in
the remaining nine months of 2003, $26,000 in 2004 and $7,000 in 2005.

Other Income (Expense), Net

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. Other income
(expense), net was an expense of $(373,000) in the first quarter of 2002
compared to income of $9,000 in the first quarter of 2003. The significant
expense recorded in the first quarter of 2002 primarily consisted of estimated
equity transaction-related expenses that were not associated with the sale of
securities in the first quarter of 2002.

Change in Fair Value of Outstanding Warrants

Based on the terms of the warrants issued in connection with the partial
lease termination of excess facilities in Bellevue, Washington, we are subject
to variable accounting and will be required to mark the warrants to market at
each reporting period. During the first quarter of 2003, we recorded a benefit
of $242,000 representing the change in fair value of the outstanding warrants.

Income Taxes

We recorded an income tax provision of $14,000 in the first quarter of
2002 and a benefit of $214,000 in the first quarter of 2003. Our income tax
provision (benefit) in both the first quarter of 2002 and the first quarter of
2003 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 only
insignificant provisions and recorded no benefit for federal or state income
taxes in the first quarter of 2002 or the first quarter of 2003 due to our
historical operating losses, which resulted in deferred tax assets. We have
recorded a valuation allowance for all but $240,000 of our deferred tax assets
as a result of uncertainties regarding the realization of the asset balance at
March 31, 2003.

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 2002, the minority shareholders interest in Onyx
Japans losses totaled $133,000. In the first quarter of 2003, the minority
shareholders interest in Onyx Japans losses totaled $157,000. At March 31,
2003, the minority shareholders remaining interest in the joint venture
totaled $78,000. As a result, additional Onyx Japan losses above approximately
$185,000 in the aggregate will be absorbed 100% by Onyx, as compared to 58% in
prior periods.

In recent periods, Onyx Japan has incurred substantial losses. We
restructured Onyx Japans operations during the third quarter of 2002, which we
expect will significantly reduce our future operating expenses in Japan and
increase the probability that we can become cash flow positive in Japan.
Nevertheless, additional funding may be required to continue the operation of
Onyx Japan. Our joint venture partners are not obligated to participate in any
capital call and have indicated that they do not currently intend to invest
additional sums in Onyx Japan. We are, however, discussing other ways our
partners can assist Onyx Japan. If Onyx Japan continues to incur losses and no
additional capital is invested, we may have to further restructure our
operations in Japan.

Liquidity and Capital Resources

As of March 31, 2003, we had unrestricted cash and cash equivalents of
$11.2 million, a decrease of $5.9 million from unrestricted cash and cash
equivalents held as of December 31, 2002. As of March 31, 2003, we also had
restricted cash balances totaling $3.8 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, 2002 or
March 31, 2003.

As of March 31, 2003, our principal obligations consisted of
restructuring-related liabilities totaling $9.5 million, excluding the value
assigned to warrants, of which $8.2 million is expected to be paid within the
next 12 months, accrued liabilities of $2.6 million, trade payables of $1.5
million and salaries and benefits payable of $1.5 million. The majority of the
restructuring-related
23Table of Contents

liabilities relate to excess facilities in domestic and international
markets, the most significant portion of which relates to the termination
agreement signed in December 2002 in connection with excess facilities in
Bellevue, Washington. The majority of our accounts payable, salaries and
benefits payable and accrued liabilities at March 31, 2003 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 2003. Off-balance sheet obligations as of
March 31, 2003 primarily consisted of operating leases associated with
facilities in Bellevue, Washington and other domestic and international field
office facilities. Our contractual commitments at March 31, 2003 are
substantially similar to those at December 31, 2002 disclosed in our annual
report on Form 10-K.

In documents dated March 28, 2003 and May 5, 2003, we amended our Loan and
Security Agreement with Silicon Valley Bank, or SVB, which was originally
entered into in February 2002, and entered into a second Loan and Security
Agreement with SVB that is intended to take advantage of a loan guarantee by
the Export Import Bank of the United States, or Exim Bank. Under the terms of
these agreements, we have a total $15.0 million working capital revolving line
of credit with SVB, which is split between a $13.0 million domestic facility
and a $2.0 million Exim Bank facility. Both are secured by accounts
receivable, property and equipment and intellectual property. The domestic
facility allows us to borrow up to the lesser of (a) 75% of eligible domestic
and individually approved foreign accounts receivable and (b) $13.0 million.
The Exim Bank facility allows us to borrow up to the lesser of (a) 80% of
eligible foreign accounts receivable and (b) $2.0 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. The amount
required to be restricted under the loan agreement was $3.3 million, measured
as of March 31, 2003. Due to the variability in our borrowing base, we may be
subject to restrictions on our cash at various times throughout the year. Any
borrowings will bear interest at SVBs prime rate, which was 4.25% as of March
31, 2003, plus 1.5%, subject to a minimum rate of 6.0%. The loan agreements
require us to maintain certain financial covenants based on its adjusted quick
ratio and tangible net worth. We were in compliance with these covenants at
March 31, 2003. We are also prohibited under the loan and security agreements
from paying dividends. The facilities expire in March 2004. Based on the
outstanding standby letters of credit relating to long-term lease obligations
totaling $9.6 million at March 31, 2003, no additional amounts are currently
available under the credit facilities.

Our operating activities resulted in net cash outflows of $3.0 million in
the first quarter of 2002 and $3.6 million in the first quarter of 2003. The
operating cash outflow in the first quarter of 2002 was primarily the result of
our operating loss for the period adjusted for non-cash amortization and
impairment charges, decreases in accounts payable and salaries and benefits
payable, decreases in restructuring-related liabilities, decreases in deferred
revenues and increases in prepaid expenses and other assets, offset in part by
cash provided by collections on accounts receivable and increases in accrued
liabilities. The operating cash outflow in the first quarter of 2003 was
primarily the result of our operating loss for the period adjusted for non-cash
amortization and impairment charges, decreases in salaries and benefits payable
and accrued liabilities, decreases in restructuring-related liabilities,
decreases in deferred revenues, offset in part by cash provided by collections
on accounts receivable, increases in prepaid expenses and other assets. The net
cash outflow of $3.0 million in the first quarter of 2002 includes $4.5 million
in cash paid for restructured items and the net cash outflow of $3.6 million in
the first quarter of 2003 includes $3.6 million in cash paid for restructured
items.

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. Investing activities used cash of $2.2 million in the first
quarter of 2003 primarily due to the restriction of cash used to secure
outstanding letters of credit and capital expenditures associated with the
relocation of our corporate headquarters in January 2003.

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. Financing activities used cash
of $24,000 in the first quarter of 2003 primarily due to the payments on our
long-term obligations, offset in part by proceeds from the exercise of stock
options.

Our near-term restructuring costs related to the mitigation of our excess
facilities liabilities will consume a material amount of our cash resources.
The termination of approximately 202,000 square feet in Bellevue, Washington
will result in cash outflows of approximately $6.1 million over the 13-month
period ending April 2004 and is included in current and long-term
restructuring-related liabilities at March 31, 2003. We may also use a portion
of our cash resources to provide further capital to Onyx Japan. If Onyx Japan
continues to incur losses and no additional capital is invested, we may have to
further restructure our operations in Japan. Finally, it is also possible that
we will use a portion of our cash resources to acquire or invest in
complementary business, products or technologies; however, we currently have no
commitments or agreements with respect to any transactions of this nature.

Assuming our future financial performance is comparable to the most recent
quarterly period reported, we believe that with the expense reduction efforts
instituted in April 2003, our existing cash and cash equivalents will be
sufficient to meet our capital requirements for at least the next 12 months.
Should our results for subsequent quarters fall below the results we achieved
in the first quarter of 2003, we would likely take action to restructure our
operations to preserve our cash. Due, however, to the potential
24Table of Contents

effect that lower cash balances could have on our sales, we will likely
seek additional funds through public or private equity financing or from other
sources to fund our operations and pursue our growth strategy. 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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##### Table of Contents



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 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 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 and the
timing of their purchases;                                                              
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | rate of market acceptance of our CRM solution;                                                                                                                                                                           
|
| |  |  | budget and spending decisions by our prospective and existing customers;                                                                                                                                                 
|
| |  |  | customers and prospects 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.                                                                                           

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 six and eighteen 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;                                                                              
|
| |  |  | in recent quarters, the contracting process of our sales cycle has
taken more time than we have historically experienced;                                                                                                                                                                                              
|
| |  |  | 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.
26Table of Contents

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, capital needs of Onyx Japan 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 our development and
sales and marketing efforts and limit the expansion of our business.

We currently have loan and security agreements with SVB that allow us to
borrow up to the lesser (a) 75% of eligible domestic and individually approved
foreign accounts receivable and (b) $13.0 million under a domestic line, plus
up to the lesser of (a) 80% of eligible foreign accounts receivable and (b)
$2.0 million under a line guaranteed by Exim Bank. At the time of this filing,
however, no additional amounts are available under the lines of credit based on
the level of our borrowing base and our outstanding letters of credit. We were
in compliance with the financial covenants of these facilities as of March 31,
2003. If we are unable to maintain compliance with our covenants in the future
or if SVB decides to restrict our cash deposits, our liquidity would be further
limited and our business, financial condition and operating results could be
materially harmed.

We recently announced that we had restructured our lease for our principal
business offices to reduce our excess facilities obligations. The termination
of these excess facilities commitments is contingent upon the following
conditions, among others, being met as of April 30, 2004: (a) we are current in
our payments under the lease and (b) we have not filed a bankruptcy or other
liquidation petition, or otherwise attempted to reject or contest the lease. If
we are not in compliance with any of these conditions as of April 30, 2004, our
original lease will not terminate and we will be required to continue making
payments on the excess facilities subject to the original lease. If this were
to take place, our business, financial condition and operating results would be
materially adversely affected.

Assuming our future financial performance is comparable to the most recent
quarterly period reported, we believe that with the expense reduction efforts
instituted in April 2003, our existing cash and cash equivalents will be
sufficient to meet our capital requirements for at least the next 12 months.
Should our results for subsequent quarters fall below the results we achieved
in the first quarter of 2003, we would likely take action to restructure our
operations to preserve our cash. Due, however, to the potential effect that
lower cash balances could have on our sales, we will likely seek additional
funds in the future through public or private equity financing or from other
sources to fund our operations and pursue our growth strategy. 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.

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 2003. As of March 31, 2003, we had an accumulated deficit of $125.5
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 our
strategic priorities. We may not, however, realize cost savings from these
restructuring initiatives in future periods. 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.

In recent periods, Onyx Japan, our joint venture with Softbank Investment
Corporation and Prime Systems Corporation, has incurred substantial losses.
The minority shareholders capital account balance in Onyx Japan as of March
31, 2003 was $78,000. Additional Onyx Japan losses above approximately $185,000
in the aggregate will be absorbed 100% by Onyx, as compared to 58% in prior
periods, which could impact our ability to achieve profitability in future
periods.

Finally, 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.

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
27Table of Contents

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. When economic conditions weaken, sales
cycles for software products tend to lengthen, and, as a result, we experienced
longer sales cycle in 2001, 2002 and the first quarter of 2003. We expect to
continue to experience longer sales cycles than usual throughout 2003. As a
result of the economic downturn, we have also experienced and may continue to
experience difficulties in collecting outstanding receivables from our
customers.

Our management team uses our 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
actual and threatened 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. We
have also recently experienced a trend of smaller initial orders by new
purchasers of our software. Some customers are reluctant to make large
purchases before they have had the opportunity to observe how our software
performs in their organization, and have opted instead to make their planned
purchase in stages. Additional purchases, if any, may follow only if the
software performs as expected. We believe that this is a symptom of poor
economic conditions, lack of successful deployments by competitors and
increasing averseness to risk among our customers and potential customers. To
the extent that this trend continues, it will impact the pace of our revenue
flow, and could also result in a reduction of the total amount of revenue over
time.

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, 2002 and the first quarter of 2003, 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. Due largely to the
decrease in license revenue in 2001, 2002 and the first quarter of 2003,
support and service revenue represented 61% of our total revenue in 2001, 67%
of our total revenue in 2002 and 82% of our total revenue in the first quarter
of 2003. 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,
2002 and the first quarter of 2003, 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 third-party contract revenues. Second, 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. The renewal rates of our
support contracts declined during 2001, 2002 and the first quarter of 2003. We
believe this occurred 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 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 investors, which could result in a decrease in our
stock price.
28Table of Contents

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 of 2001, and was only slightly higher
than the revenue we achieved in the third quarter of 2001. Similarly, our
fourth quarter 2002 revenue was lower than the revenue we achieved in the
second and third quarters of 2002. Our first quarter 2003 revenue was lower
than the revenue we achieved in the fourth quarter of 2002. We believe that
this deviation from our historical experience reflects recessionary economic
conditions, and that in the current economic environment the approval process
for capital spending will be lengthy. We experienced delays in the customer
procurement process throughout 2002, which caused our seasonal sales to vary
from the historical pattern. We believe these delays may continue through the
rest of 2003 or beyond, before we return to the seasonal patterns described
above.

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;
|
| |  |  | 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, a downturn 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.

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. Microsoft Corporation recently released its version of a new CRM
product. As a result, we are starting to compete with Microsoft in the CRM
market.

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. In 2002, we experienced an increase in competitive pressures
in our market, which has resulted in enhanced pricing competition among our
competitors. A continued 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, we believe that there may be ongoing 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
29Table of Contents

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.

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.

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.

In April 2003, we eliminated two significant sales positions: Senior Vice
President of the Americas and one of our regional sales management positions in
North America. Our sales organization for the Americas has been realigned and
is now headed by an executive who has been with Onyx since 1995. This
executive has past experience managing Onyxs global sales organization. The
restructuring of the management of our sales organization may result in some
disruption in our sales activities in this market.

If we are unable to comply with the minimum requirements for quotation on the
Nasdaq National Market and we lose our quotation on Nasdaq, the liquidity and
market price of our common stock would decrease.

To maintain the quotation of our common stock on the Nasdaq National
Market, we must satisfy the financial and other requirements of the National
Association of Securities Dealers for inclusion on Nasdaq. These requirements
currently include, but are not limited to, a minimum bid price of $1.00 for
common stock and a minimum shareholders equity balance of $10 million. Our
common stock recently traded at an all-time low of $0.56 on April 30, 2003, and
our shareholders equity as of March 31, 2003 totaled $13.6 million. On May 5,
2003, we received a notice from Nasdaq that we had failed to comply with the
minimum bid requirement for a period of 30 consecutive trading days. The notice
informed us that we have 180 days in which to achieve compliance with this
listing standard and, if we are unable to do so, Nasdaq will begin the
delisting process. One consequence of potential delisting could be the
implementation of a reverse split of our common stock. In the event of
delisting, our common stock may be quoted on the Nasdaq SmallCap Market, if we
continue to meet core SmallCap initial listing criteria. Otherwise, our common
stock would be traded only in the over-the-counter market. If we lose our
quotation on the Nasdaq National Market, it could impair the liquidity of our
common stock and likely would result in a decrease in the market price of our
common stock.

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 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 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.

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.

30



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Onyxs directors and some of its officers have been named as defendants in
a shareholder 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 that could potentially result in an award of damages
against Onyx.

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 this unresolved litigation may also impair our
relationships with existing customers and our ability to obtain new customers.

Our solution may not achieve significant market acceptance.

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 not achieve continued market acceptance. We
also believe that many of our potential customers perceive the implementation
of a CRM system to require a great deal of time, expense and complexity. This
perception has been exacerbated by well-publicized failures of certain CRM
projects of some of our competitors. This, in turn, has caused some potential
customers to approach purchases of CRM systems with caution or to postpone
their orders or decline to make a purchase altogether. 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, continued 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 has 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.

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. We announced the general availability of an Oracle version of
Onyx Employee Portal, or OEP, designed to operate on the Unix platform in June
2002. Later in 2002, we also introduced an Oracle version of OEP designed to
run on IBM AIX. We cannot predict the degree to which either new product
version will achieve market acceptance or the extent to which they will perform
as our customers expect. If our new product versions contain defects or errors,
or otherwise do not run as expected, their market acceptance may be delayed or
limited, and our reputation may be damaged. Further, if our new product
versions do 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 in part on the successful release and market
acceptance of our new platform versions. 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.

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. These security measures may not,
31Table of Contents

however, 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, system integrators and
consulting firms. We have experienced and may continue to experience difficulty
in recruiting qualified direct sales personnel and in establishing third-party
relationships with VARs, VSPs, OEM partners, systems integrators and consulting
firms.

In April 2003, we eliminated two significant sales positions: Senior Vice
President of the Americas and one of our regional sales management positions in
North America. We do not plan to hire individuals in either of these positions
in the near term. Our sales organization for the Americas has been realigned
and is now headed by an executive who has been with Onyx since 1995. This
executive has past experience managing Onyxs global sales organization. The
restructuring of the management of our sales organization for the Americas may
result in some disruption in our sales activities in this market and in turn,
reduce our sales or limit our sales growth.

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,
who 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 software 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
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, 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 revenue 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 in the long term, we will need to expand our
international operations. 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
32Table of Contents



| |  |  | 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.

As noted above, Onyx Japan has incurred substantial losses in recent
periods. The minority shareholders capital account balance as of March 31,
2003 was $78,000. Additional Onyx Japan losses above approximately $185,000 in
the aggregate will be absorbed 100% by Onyx, as compared to 58% in prior
periods. Although we restructured Onyx Japans operations during the third
quarter of 2002, which we expect to significantly reduce our future operating
expenses and increase our ability to be profitable and cash flow positive in
Japan, additional funding may be required to continue the operation of the
joint venture. Our joint venture partners are not obligated to participate in
any capital call and have indicated that they do not currently intend to invest
additional sums in Onyx Japan. We are, however, discussing other ways our
partners can assist Onyx Japan. If Onyx Japan continues to incur losses and no
additional capital is invested, we may have to further restructure our
operations in Japan.

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.

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 revenue to be derived from
sales that arise out of our relationships with these 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.

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.
33Table of Contents

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 versions 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.

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 $0.56
per share on April 30, 2003. 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;                                   
|
| |  |  | changes in accounting standards that adversely affect our revenues and earnings; or  
|
| |  |  | significant trading activity by shareholders with large holdings in our common stock.

In addition, future sales of substantial numbers of shares of our common
stock in the public market, or the perception that these sales could occur,
could adversely affect the market price of our common stock.
34Table of Contents

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.

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.

35



---



##### Table of Contents






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 all of our investments are short-term in
nature and are classified as cash equivalents as of March 31, 2003. Due to the
short-term nature of these investments, their fair value would not be
significantly impacted by either a 100 basis point increase or decrease in
interest rates. We do not use any hedging transactions or any financial
instruments for trading purposes and we are not a party to any leveraged
derivatives.

Foreign Currency Risk

In 2002, international revenue accounted for 36% of our consolidated
revenue and in the first quarter of 2003, international revenue accounted for
37% of our 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 of 2003 or
in prior fiscal years.

At March 31, 2003, 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 Onyx Japan
amounted to $477,000 at March 31, 2003, which was offset in part by cumulative
unrealized translation gains related to the consolidation of our other foreign
subsidiaries, resulting in net consolidated cumulative unrealized translation
losses of $357,000.

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




Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures

The term disclosure controls and procedures is defined in Rules
13a-14(c) and 15d-14(c) of the Exchange Act. These rules refer to the controls
and other procedures of a company that are designed to ensure that the
information required to be disclosed by a company in the reports that it files
under the Exchange Act is recorded, processed, summarized and reported within
required time periods. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information
required to be disclosed in our Exchange Act reports is accumulated and
communicated to management, including our principal executive officer and our
chief financial officer, as appropriate to allow timely decisions regarding
required disclosure.

Our chief executive officer and our chief financial officer have evaluated the
effectiveness of our disclosure controls and procedures as of the Evaluation
Date, which is a date within 90 days before the filing of this quarterly
report, and they have concluded that, as of the Evaluation Date, our disclosure
controls and procedures were effective.

Changes in internal controls

There were no significant changes in Onyxs internal controls or, to
Onyxs knowledge, in other factors that could significantly affect Onyxs
disclosure controls and procedures subsequent to the Evaluation Date.

36



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##### Table of Contents






PART IIOTHER INFORMATION




Item 2. Changes in Securities and Use of Proceeds

Recent Sales of Unregistered Securities

In connection with the restructuring of our lease with Hines on January
13, 2003 we issued three five-year warrants to Hines for the purchase of up to
an aggregate of 795,000 shares of our common stock, including a warrant to
purchase 265,000 shares of common stock at an exercise price of $2.60 per
share, a warrant to purchase 265,000 shares of common stock at an exercise
price of $3.03 per share and a warrant to purchase 265,000 shares of common
stock at an exercise price of $3.46 per share. This transaction was exempt from
registration under Section 4(2) of the Securities Act and Regulation D
promulgated under the Securities Act, on the basis that the transaction did not
involve a public offering and the purchaser was an accredited investor. We have
filed a registration statement on Form S-3 to register the resale of the shares
underlying the warrants issued to Hines, in accordance with our agreement with
Hines.

Amendment to Shareholders Rights Plan

Mazama Capital Management, Inc., our largest shareholder, recently
acquired beneficial ownership of 10,779,600 shares of our common stock, which
constitute approximately 21.2% of our total outstanding shares of common stock.
Our rights plan is triggered when any one person or group acquires 15% or more
of our common stock, unless our board of directors determines that the
acquisition was made in good faith and without knowledge that it would trigger
our rights plan. After discussions with Mazama, and receipt of a letter from
Mazama dated March 4, 2003, regarding its ownership position and intentions
toward Onyx, our board of directors determined that Mazamas acquisitions were
made in good faith and without knowledge of our rights plan, and thereby
rendered our rights plan inapplicable to Mazamas recent acquisition of more
than 15% of our common stock. In addition, we entered into a letter agreement
dated March 5, 2003 with Mazama, under which Mazama agreed, among other things,
so long as it holds more than 15% of our outstanding common stock, not to

acquire any additional shares of Onyx common stock, not to propose to enter
into any merger or similar transaction with us, not to solicit or participate
in the solicitation of proxies to vote Onyx securities and not to vote in favor
of any directors not recommended by Onyx or to vote against any directors who
are recommended by Onyx. At the same time, we amended our rights plan to allow
Mazama to continue to hold its current ownership position in Onyx.

37



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##### Table of Contents






Item 6. Exhibits and Reports on Form 8-K



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

|       |       |             |  |                                                                                                                                 
|------ | ----- | ----------- |  | --------------------------------------------------------------------------------------------------------------------------------
|Number |       | Description
|       |       |             |  |                                                                                                                                 
|       | 3.1   |             |  | 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 LLC
(exhibit 2.1)(c)        
|       |       |             |  |                                                                                                                                 
|       | 4.2   |             |  | Amendment No. 1 to Rights Agreement dated March 5, 2003 between the registrant and Mellon Investor Services LLC
(exhibit 4.1)(d)
|       |       |             |  |                                                                                                                                 
|       | 10.1* |             |  | Amendment to Loan Documents dated March 28, 2003 by and between the registrant and Silicon Valley Bank                          
|       |       |             |  |                                                                                                                                 
|       | 10.2* |             |  | Amendment to Loan Documents dated May 5, 2003 by and between the registrant and Silicon Valley Bank                             
|       |       |             |  |                                                                                                                                 
|       | 10.3* |             |  | Loan and Security Agreement (Exim Program) dated May 5, 2003 by and between the registrant and Silicon Valley
Bank              
|       |       |             |  |                                                                                                                                 
|       | 10.4  |             |  | Letter Agreement dated March 5, 2003 by and between the registrant and Mazama Capital Management, Inc. (exhibit
10.30)(d)       
|       |       |             |  |                                                                                                                                 
|       | 10.5* |             |  | Second Amendment to Employment Agreement dated April 16, 2003 by and between the registrant and Brian C. Henry                  
|       |       |             |  |                                                                                                                                 
|       | 10.6* |             |  | First Amendment to Employment Agreement dated April 16, 2003 by and between the registrant and Benjamin E.
Kiker, Jr.           
|       |       |             |  |                                                                                                                                 
|       | 99.1* |             |  | Certification pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                



---

*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
Annual Report on Form 10-K (No. 0-25361) for the year ended December 31, 2002.



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

On January 14, 2003, we filed a current report on Form 8-K reporting that
we had restructured our lease with Bellevue Hines Development, L.L.C.

38



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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 15, 2003 |  | By:                                    |  | /s/ Brent R. Frei             
|                   |  |                                        |  |                               
|                   |  |                                        |  | Brent R. Frei                 
|                   |  |                                        |  | Chief Executive Officer and   
|                   |  |                                        |  | Chairman of the Board         
|                   |  |                                        |  | (Principal Executive Officer) 
|                   |  |                                        |  |                               
|Date: May 15, 2003 |  | By:                                    |  | /s/ Brian C. Henry            
|                   |  |                                        |  |                               
|                   |  |                                        |  | Brian C. Henry                
|                   |  |                                        |  | Executive Vice President and  
|                   |  |                                        |  | Chief Financial Officer       
|                   |  |                                        |  | (Principal Financial Officer) 
|                   |  |                                        |  |                               
|Date: May 15, 2003 |  | By:                                    |  | /s/ Amy E. Kelleran           
|                   |  |                                        |  |                               
|                   |  |                                        |  | Amy E. Kelleran               
|                   |  |                                        |  | Vice President Finance,       
|                   |  |                                        |  | Corporate Controller and      
|                   |  |                                        |  | Assistant Secretary           
|                   |  |                                        |  | (Principal Accounting Officer)

39



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##### Table of Contents






CERTIFICATIONS



|   |  | I, Brent R. Frei, certify that:                                                                                                                                                                                                                                                                                               
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|1. |  | I have reviewed this quarterly report on Form 10-Q of Onyx Software Corporation (Onyx);                                                                                                                                                                                                                                     
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading with respect to the
period covered by this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial information included in
this quarterly report, fairly present in all material respects the financial condition, results
of operations and cash flows of Onyx as of, and for, the periods presented in this quarterly
report;                             
|  
|4. |  | Onyxs other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
Onyx and we have:                                                                                                                          

| |  |    |  |                                                                                                                                                                                                                                                                                      
| |  | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a) |  | designed such disclosure controls and
procedures to ensure that material
information relating to Onyx, including its
consolidated subsidiaries, is made known to
us by others within those entities,
particularly during the period in which this
quarterly report is being prepared;
| |  |    |  |                                                                                                                                                                                                                                                                                      
| |  | b) |  | evaluated the effectiveness of Onyxs
disclosure controls and procedures as of a
date within 90 days prior to the filing date
of this quarterly report (the Evaluation
Date); and                                                                                                  
| |  |    |  |                                                                                                                                                                                                                                                                                      
| |  | c) |  | presented in this quarterly report our
conclusions about the effectiveness of the
disclosure controls and procedures based on
our evaluation as of the Evaluation Date;                                                                                                              



|5. |  | Onyxs other certifying officer and I have disclosed, based on our most recent evaluation, to
Onyxs auditors and the audit committee of Onyxs board of directors (or persons performing the
equivalent function):
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |    |  |                                                                                                                                                                                                                                                                           
| |  | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a) |  | all significant deficiencies in the design
or operation of internal controls which
could adversely affect Onyxs ability to
record, process, summarize and report
financial data and have identified for
Onyxs auditors any material weaknesses in
internal controls; and
| |  |    |  |                                                                                                                                                                                                                                                                           
| |  | b) |  | any fraud, whether or not material, that
involves management or other employees who
have a significant role in Onyxs internal
controls; and                                                                                                                              



|6. |                    | Onyxs other certifying officer and I have indicated in this quarterly report whether or not
there were significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and material
weaknesses.
|-- | ------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | Date: May 15, 2003



| |                                                  
| | -------------------------------------------------
| | /s/ BRENT R. FREIBrent R. Frei                   
| | Chief Executive Officer and Chairman of the Board
| | (Principal Executive Officer)                    

40



---



##### Table of Contents





|   |  | I, Brian C. Henry, certify that:                                                                                                                                                                                                                                                                                              
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|1. |  | I have reviewed this quarterly report on Form 10-Q of Onyx Software Corporation (Onyx);                                                                                                                                                                                                                                     
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading with respect to the
period covered by this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial information included in
this quarterly report, fairly present in all material respects the financial condition, results
of operations and cash flows of Onyx as of, and for, the periods presented in this quarterly
report;                             
|  
|4. |  | Onyxs other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
Onyx and we have:                                                                                                                          

| |  |    |  |                                                                                                                                                                                                                                                                                      
| |  | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a) |  | designed such disclosure controls and
procedures to ensure that material
information relating to Onyx, including its
consolidated subsidiaries, is made known to
us by others within those entities,
particularly during the period in which this
quarterly report is being prepared;
| |  |    |  |                                                                                                                                                                                                                                                                                      
| |  | b) |  | evaluated the effectiveness of Onyxs
disclosure controls and procedures as of a
date within 90 days prior to the filing date
of this quarterly report (the Evaluation
Date); and                                                                                                  
| |  |    |  |                                                                                                                                                                                                                                                                                      
| |  | c) |  | presented in this quarterly report our
conclusions about the effectiveness of the
disclosure controls and procedures based on
our evaluation as of the Evaluation Date;                                                                                                              



|5. |  | Onyxs other certifying officer and I have disclosed, based on our most recent evaluation, to
Onyxs auditors and the audit committee of Onyxs board of directors (or persons performing the
equivalent function):
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |    |  |                                                                                                                                                                                                                                                                           
| |  | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a) |  | all significant deficiencies in the design
or operation of internal controls which
could adversely affect Onyxs ability to
record, process, summarize and report
financial data and have identified for
Onyxs auditors any material weaknesses in
internal controls; and
| |  |    |  |                                                                                                                                                                                                                                                                           
| |  | b) |  | any fraud, whether or not material, that
involves management or other employees who
have a significant role in Onyxs internal
controls; and                                                                                                                              



|6. |                    | Onyxs other certifying officer and I have indicated in this quarterly report whether or not
there were significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and material
weaknesses.
|-- | ------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | Date: May 15, 2003



| |                                                     
| | ----------------------------------------------------
| | /s/ BRIAN C. HENRYBrian C. Henry                    
| | Executive Vice President and Chief Financial Officer
| | (Principal Financial Officer)                       

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