UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~June 3130, 2017

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission file number 001-35164

ONVIA, INC.

(Exact name of registrant as specified in its charter)

Delaware	91-1859172
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

509 Olive Way, Suite 400, Seattle, Washington 98101

(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code: (206) 282-5170

Indicate by check mark whether the registrant (1) has 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. [X] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes [ ] No

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]

Emerging growth company [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No

Common stock, par value $.0001 per share: 7,~~212~~300,~~848~~897 shares outstanding as of ~~April~~August 281, 2017.

ONVIA, INC.

INDEX

Page PART I. FINANCIAL INFORMATION 1 Item 1. Financial Statements 1 Condensed Consolidated Balance Sheets (Unaudited) 1 Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss) (Unaudited) 2 Condensed Consolidated Statements of Cash Flows (Unaudited) 3 Notes to Condensed Consolidated Financial Statements (Unaudited) 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 13 Item 3. Quantitative and Qualitative Disclosures about Market Risk 20 Item 4. Controls and Procedures 20 PART II. OTHER INFORMATION 20 Item 1. Legal Proceedings 20 Item 1A. Risk Factors 20 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 20 Item 3. Defaults Upon Senior Securities 20 Item 4. Mine Safety Disclosure 20 Item 5. Other Information 20 Item 6. Exhibits 21 SIGNATURES 22

	Page
PART I. FINANCIAL INFORMATION	1
Item 1. Unaudited Condensed Consolidated Financial Statements	1
Condensed Consolidated Balance Sheets (Unaudited)	1
Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss) (Unaudited)	2
Condensed Consolidated Statements of Cash Flows (Unaudited)	3
Notes to Condensed Consolidated Financial Statements (Unaudited)	4
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3. Quantitative and Qualitative Disclosures about Market Risk	18
Item 4. Controls and Procedures	19
PART II. OTHER INFORMATION	19
Item 1. Legal Proceedings	19
Item 1A. Risk Factors	19
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3. Defaults Upon Senior Securities	19
Item 4. Mine Safety Disclosure	19
Item 5. Other Information	19
Item 6. Exhibits	20
SIGNATURES	21

PART I. FINANCIAL INFORMATION

Item 1. ~~Financial~~Unaudited Condensed Consolidated Financial Statements

Onvia, Inc.

Condensed Consolidated Balance Sheets

	March 31, 2017			December 31, 2016
	June 30, 2017			December 31, 2016
	(Unaudited)
	(In thousands, except share data)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	~~2,161~~796		$	2,306
Short-term investments, available-for-sale		45,~~302~~242			4,817
Accounts receivable, net of allowance for doubtful accounts of $44 and $34		1,763			1,543
Accounts receivable, net of allowance for doubtful accounts of $47 and $34		1,551			1,543
Prepaid expenses and other current assets		1,~~244~~018			1,035
Total current assets		98,~~470~~607			9,701
LONG TERM ASSETS:
Property and equipment, net of accumulated depreciation		~~749~~730			844
Internal use software, net of accumulated amortization		5,~~592~~754			5,480
Long-term investments, available-for-sale		9293			-
Other long-term assets		~~248~~238			263
Total long term assets		6,~~681~~815			6,587
TOTAL ASSETS	$	1615,~~151~~422		$	16,288
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	~~698~~833		$	851
Accrued expenses		1,~~308~~379			1,534
Unearned revenue, current portion		109,~~383~~937			9,500
Other current liabilities		~~140~~146			134
					-
Total current liabilities		12,~~529~~295			12,019
LONG TERM LIABILITIES:
Unearned revenue, net of current portion		3233			41
Deferred rent, net of current portion		~~496~~464			529
Other long-term liabilities		92			16
Total long term liabilities		~~537~~499			586
TOTAL LIABILITIES		1312,~~066~~794			12,605
COMMITMENTS AND CONTINGENCIES (Note 9)
STOCKHOLDERS’ EQUITY:
Preferred stock; $.0001 par value: 2,000,000 shares authorized; no shares issued or outstanding		-			-
Common stock; $.0001 par value: 11,000,000 shares authorized; 8,805,152 and 8,730,152 shares issued; and 7,212,848 and 7,137,848 shares outstanding		1			1
Common stock; $.0001 par value: 11,000,000 shares authorized; 8,890,197 and 8,730,152 shares issued; and 7,297,893 and 7,137,848 shares outstanding		1			1
Treasury stock, at cost: 1,592,304 and 1,592,304 shares		(5,446	)		(5,446	)
Additional paid in capital		354,~~676~~968			354,448
Accumulated deficit		(346,146	)		(345,320	)
Accumulated other comprehensive income/( loss)		(1	)		-
Total stockholders’ equity		3,085			3,683
Accumulated deficit		(346,894	)		(345,320	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	16,151		$	16,288
Total stockholders’ equity		2,628			3,683
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	15,422		$	16,288

See accompanying notes to the unaudited ~~Condensed~~condensed ~~Consolidated~~consolidated ~~Financial~~financial ~~Statements~~statements.

Onvia, Inc.

Condensed Consolidated Statements of Operations and Comprehensive (Loss~~)/Income~~

	Three Months Ended March 31,
	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
	(Unaudited)						(Unaudited)
	(In thousands, except per share data)						(In thousands, except per share data)
Revenue
Subscription	$	5,~~910~~941		$	5,~~594~~621		$	11,851		$	11,215
Content license		~~104~~105			~~404~~318			209			722
Management information reports		2953			1637			82			53
Other		5239			4844			91			92
Total revenue		6,~~095~~138			6,~~062~~020			12,233			12,082
Cost of revenue (exclusive of depreciation and amortization included below)		~~700~~695			~~764~~742			1,395			1,506
Gross margin		5,~~395~~443			5,~~298~~278			10,838			10,576
Operating expenses:
Sales and marketing		2,~~999~~774			2,~~891~~960			5,773			5,851
Technology and development		1,~~831~~922			1,~~479~~425			3,753			2,904
General and administrative		1,~~401~~506			~~916~~1,026			2,907			1,942
Total operating expenses		6,~~231~~202			5,~~286~~411			12,433			10,697
(Loss)/income from operations		(836	)		12
Loss from operations		(759	)		(133	)		(1,595	)		(121	)
Interest and other income, net		1011			78			21			15
Net (loss)/income	$	(826	)	$	19
Net loss	$	(748	)	$	(125	)	$	(1,574	)	$	(106	)
Unrealized gain on available-for-sale securities		-			3
Unrealized gain/(loss) on available-for-sale securities		(1	)		-			(1	)		3
Comprehensive (loss)/income	$	(826	)	$	22
Comprehensive loss	$	(749	)	$	(125	)	$	(1,575	)	$	(103	)
Basic net (loss)/income per common share	$	(0.11	)	$	0.00
Basic net loss per common share	$	(0.10	)	$	(0.02	)	$	(0.22	)	$	(0.01	)
Diluted net (loss)/income per common share	$	(0.11	)	$	0.00
Diluted net loss per common share	$	(0.10	)	$	(0.02	)	$	(0.22	)	$	(0.01	)
Basic weighted average shares outstanding		7,~~189~~254			7,~~125~~129			7,220			7,127
Diluted weighted average shares outstanding		7,~~189~~254			7,~~193~~129			7,220			7,127

See accompanying notes to the unaudited ~~Condensed~~condensed ~~Consolidated~~consolidated ~~Financial~~financial ~~Statements~~statements.

Onvia, Inc.

Condensed Consolidated Statements of Cash Flows

	Three Months Ended March 31,
	Six Months Ended June 30,
	2017			2016
	(Unaudited)
	(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)/income	$	(826	)	$	19
Net loss	$	(1,574	)	$	(106	)
Adjustments to reconcile net (loss)/income to net cash provided by operating activities:
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		~~769~~1,532			~~500~~1,017
Stock-based compensation		~~117~~328			48104
Change in operating assets and liabilities:
Accounts receivable		(~~220~~8	)		~~(499~~24	)
Prepaid expenses and other assets		~~(194~~42	)		~~162~~161
Accounts payable		~~(104~~27	)		~~171~~138
Accrued expenses		(~~226~~154	)		(~~184~~81	)
Unearned revenue		~~874~~430			~~1,373~~776
Deferred rent		(2755	)		4927
Net cash provided by operating activities		~~163~~568			12,~~639~~060
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment		(61150	)		(5784	)
Additions to internal use software		(~~781~~1,601	)		(~~341~~875	)
Purchases of investments		(~~868~~4,029	)		(12,~~878~~851	)
Maturities of investments		1,291			1,604
Sales of investments		499			-
Net cash used in investing activities		(419	)		(672	)
Maturities of investments		3,011			3,071
Net cash used in investing activities		(2,270	)		(739	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of stock		111			-
Net cash provided by financing activities		111			-
Proceeds from exercise of stock options and purchases under employee stock purchase plan		81			17
Net (decrease)/increase in cash and cash equivalents		(145	)		967
Net cash provided by financing activities		192			17
Net increase/(decrease) in cash and cash equivalents		(1,510	)		1,338
Cash and cash equivalents, beginning of period		2,306			1,483
Cash and cash equivalents, end of period	$	~~2,161~~796		$	2,~~450~~821
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Property and equipment additions in accounts payable		(216	)		(183	)
Internal use software additions in accounts payable		(~~259~~191	)		(~~161~~190	)

See accompanying notes to the unaudited ~~Condensed~~condensed ~~Consolidated~~consolidated ~~Financial~~financial ~~Statements~~statements.

Onvia, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

1.	Accounting Policies

Basis of Presentation

In this report, when we refer to “Onvia,” the “Company” “we,” “our,” or “us,” we are referring to Onvia, Inc.

The unaudited interim Condensed Consolidated Financial Statements and related notes thereto have been prepared pursuant to generally accepted accounting principles in the United States of America, (“GAAP”), and the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. The accompanying unaudited interim Condensed Consolidated Financial Statements and related notes thereto should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (“2016 Annual Report”).

The information furnished is unaudited, but reflects, in the opinion of management, all adjustments, consisting of only normal recurring items, necessary for a fair presentation of the results for the interim periods presented.

Interim results are not necessarily indicative of results for a full year.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the fair value of stock-based compensation, allowance for doubtful accounts, capitalization of costs for internally developed software, recoverability of long-lived assets, including internally developed software, and the valuation allowance for Onvia’s net deferred tax assets. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances. Actual results may differ significantly from the Company’s estimates. In addition, any significant unanticipated changes in any of the Company’s assumptions could have a material adverse effect on its business, financial condition, and results of operations.

Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No 2014-09 (“ASU 2014-09”) for revenue from contracts with customers, which provides a single comprehensive revenue recognition model to apply in determining how and when to recognize revenue. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. When applying the new revenue model to contracts with customers the guidance requires five steps to be applied, which include: 1) identify the contract(s) with a customer, 2) identify the performance obligations in the contract, 3) determine the transaction price, 4) allocate the transaction price to the performance obligations in the contract and 5) recognize revenue when (or as) the entity satisfies a performance obligation. The guidance also requires both quantitative and qualitative disclosures, which are more comprehensive than existing revenue standards. The disclosures are intended to enable financial statement users to understand the nature, timing and uncertainty of revenue and the related cash flow. This guidance will be effective for Onvia in the first quarter of 2018 and early adoption iswas permitted beginning in the first quarter of 2017. Under ASU 2014-09, revenue is recognized as control transfers to the customer. As such, revenue for our contracts will generally be recognized ratably over time, which is consistent with the revenue recognition ~~model~~method we currently use for the majority of our contracts. Based on our evaluation of ASU 2014-09, weOnvia currently dodoes not expect it to have a material impact on our financial statements upon adoption for our current product offerings, ~~contracts~~and ~~with~~anticipates ~~customers~~adopting ~~and~~the ~~revenue~~full ~~streams~~retrospective approach.

In February 2016, the FASB issued authoritative guidance which requires lessees to recognize on the balance sheet assets and liabilities for leases with lease terms of more than 12 months. Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, unlike current GAAP—which requires only capital leases to be recognized on the balance sheet—the new guidance will require both types of leases to be recognized on the balance sheet. ~~The~~This guidance will ~~take~~be ~~effect~~effective for ~~public~~Onvia ~~companies~~in ~~for~~the ~~fiscal~~first ~~years,~~quarter ~~and~~of ~~interim periods within those fiscal years, beginning after December 15, 2018~~2019. This guidance shall be applied at the beginning of the earliest period presented using the modified retrospective approach, which includes a number of practical expedients that an entity may elect to apply. Early application of the guidance is permitted. The Company has determined the office lease for the corporate headquarters is the only material lease affected by this guidance. The office space lease is currently classified as an operating lease and will continue to be classified as an operating lease under the new standard, and as such, Onvia will recognize a right-of-use asset and lease liability upon adoption of the new guidance.

Stock-Based Compensation

The impact onto Onvia’s ~~results~~interim ofunaudited ~~operations~~Condensed Consolidated Statements of Operations for recording stock-based compensation was as follows for the ~~three~~periods ~~months~~presented ~~ended March 31, 2017 and 2016, respectively~~ (in thousands):

	Three Months Ended
	Three Months Ended June 30,					Six Months Ended June 30,
	March 31,
	2017			2016		2017			2016
	2017			2016
Sales and marketing	$	13		$	20	$	(1	)	$	32
Sales and marketing	$	(14	)	$	12
Technology and development		13			13		21			26
Technology and development		8			13
General and administrative		185			23		308			46
General and administrative		123			23
Total stock-based compensation	$	211		$	56	$	328		$	104
Total stock-based compensation	$	117		$	48

3The employment agreement with the current CEO and President includes nonqualified stock options to purchase 125,000 shares of the Company’s common stock, vesting based on performance criteria as set forth in the Employment Agreement. ~~Earnings/(Loss)~~As ~~per~~of ~~Share~~June 30, 2017, the performance criteria had yet to be established. Onvia expects to set the performance-based criteria and begin the associated stock-based compensation in the third quarter of 2017. The fair market value of the nonqualified stock options is approximately $150,000 as of June 30, 2017.

~~Basic net income/(loss) per share is calculated by dividing the net income/(loss) for the period by the weighted average shares of common stock outstanding for the period~~3. ~~Diluted~~Net ~~net~~Loss ~~income/(loss)~~ per share is calculated by dividing the net income/(loss) per share by the weighted average common stock outstanding for the period, plus dilutive potential common shares using the treasury stock method. In periods with a net loss, basic and diluted net loss per share are identical because inclusion of potentially dilutive common shares would be anti-dilutive.Share

~~The~~Basic ~~following~~net ~~table~~loss ~~sets~~per ~~forth~~share is calculated by dividing the ~~computation~~net loss for the period by the weighted average shares of ~~basic~~common ~~and~~stock ~~diluted~~outstanding ~~net~~for ~~income/(~~the period. Diluted loss) per share is calculated by dividing the net loss per share ~~for~~by the ~~three~~weighted ~~months~~average ~~ended~~common ~~March~~stock ~~31,~~outstanding ~~2017~~for ~~and~~the ~~2016~~period, ~~(in~~plus ~~thousands~~dilutive potential common shares using the treasury stock method. In periods with a net loss, ~~except~~basic and diluted net loss per share ~~data):~~are identical because inclusion of potentially dilutive common shares would be anti-dilutive.

	Three Months March 31,
	2017			2016
Net income/(loss)	$	(826	)	$	19
Shares used to compute basic net income/(loss) per share		7,189			7,125
Dilutive potential common shares:
Stock options		-			68
Shares used to compute diluted net income/(loss) per share		7,189			7,193
Basic net income/(loss) per share	$	(0.11	)	$	0.00
Diluted net income/(loss) per share	$	(0.11	)	$	0.00

The following table sets forth the computation of basic and diluted net loss per share for the three and six months ended June 30, 2017 and 2016 (in thousands, except per share data):

For the three months ended March 31, 2017, the weighted average effect of approximately 986,000 options to purchase shares of common stock were not included in the calculation because the effect would have been anti-dilutive.

	Three Months June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
Net loss	$	(748	)	$	(125	)	$	(1,574	)	$	(106	)

Shares used to compute basic net loss per share		7,254			7,129			7,220			7,127
Dilutive potential common shares:
Stock options		-			-			-			-
Shares used to compute diluted net income/(loss) per share		7,254			7,129			7,220			7,127
Basic net loss per share	$	(0.10	)	$	(0.02	)	$	(0.22	)	$	(0.01	)

Diluted net loss per share	$	(0.10	)	$	(0.02	)	$	(0.22	)	$	(0.01	)

For the three and six months ended ~~March~~June 3130, ~~2016~~2017, the weighted average effect of ~~approximately 467,541~~stock options to purchase approximately 1,014,166 and 1,000,182 shares of common stock, respectively, were ~~not~~excluded ~~included~~from in the computation ~~calculation~~of diluted net loss per share because ~~the~~their effect would ~~have~~be ~~been~~ anti-dilutive.

For the three and six months ended June 30, 2016, the weighted average effect of stock options to purchase approximately 877,000 and 854,000 shares of common stock, respectively, were excluded from the computation of diluted net loss per share because their effect would be anti-dilutive.

4.	Investments

Onvia classifies investments in debt securities as available-for-sale, stated at fair value as summarized in the following ~~tables~~table (in thousands):

	March 31, 2017
	June 30, 2017
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Short-Term Investments Certificates of Deposit (1)	$	4,302	$	-	$	-		$	4,302
Short-Term Investments
Total Short-Term Investments		4,302		-		-			4,302
U.S. Government backed securities	$	579	$	-	$	(1	)	$	578
Long-Term Investments Certificates of Deposit (1)	$	92	$	-	$	-		$	92
Certificates of Deposit (1)		4,664		-		-			4,664
Total Long-Term Investments		92		-		-			92
Total Short-Term Investments		5,243		-		(1	)		5,242
Total Investments	$	4,394	$	-	$	-		$	4,394
Long-Term Investments
Certificates of Deposit (1)	$	93	$	-	$	-		$	93
Total Long-Term Investments		93		-		-			93
Total Investments	$	5,336	$	-	$	(1	)	$	5,335

	December 31, 2016
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. Government backed securities	$	110	$	-	$	-	$	110
Certificates of Deposit (1)		4,707	$	-	$	-		4,707
Total Investments	$	4,817	$	-	$	-	$	4,817

(1) The Company evaluated certificates of deposits held as of ~~March 31~~June 30, 2017 and December 31, 2016 and concluded that they meet the definition of securities as available for sale.

Onvia accounts for investments held as available for sale according to their fair values, which is defined as the exchange price that would be received for an asset, or paid to transfer a liability (an exit price), in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following are the three levels of inputs that may be used to measure fair value:

Level 1 — Quoted prices in active markets for identical assets or liabilities.

Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Onvia uses the market approach to measure fair value for its financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

The following ~~tables~~table ~~summarize~~summarizes, by major security type, investments classified as available-for-sale at ~~March~~June 3130, 2017 and at December 31, 2016, stated at fair value (in thousands):

	Fair Value Measurements as of March 31, 2017
	Fair Value Measurements as of June 30, 2017
	Level 1		Level 2		Level 3		Total
Certificates of Deposit	$	-	$	4,394	$	-	$	4,394
U.S. Government backed securities	$	-	$	578	$	-	$	578
Total Investments	$	-	$	4,394	$	-	$	4,394
Certificates of Deposit		-		4,757		-		4,757
Total Investments	$	-	$	5,335	$	-	$	5,335

	Fair Value Measurements as of December 31, 2016
	Level 1		Level 2		Level 3		Total

U.S. Government backed securities	$	-	$	110	$	-	$	110
Certificates of Deposit		-		4,707		-		4,707
Total Investments	$	-	$	4,817	$	-	$	4,817

There were no transfers in or out of Level 2 investments during the first ~~quarter~~six months of 2017 and fourth quarter of 2016, and there was no activity in Level 1 or Level 3 fair value measurements during those periods.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following (in thousands):

	March 31,		December 31,
	June 30, 2017		December 31, 2016
	2017		2016
Prepaid software licenses and maintenance	$	479	$	630
Prepaid software maintenance agreements	$	541	$	630
Prepaid insurance		207		133
Other prepaid expenses		~~272~~131		~~133~~107
Prepaid insurance		259		107
Other receivables		114		78
Other receivables		83		78
Prepaid rent		76		76
Interest receivable		1311		11
	$	1,244	$	1,035
Total prepaid expenses and other current assets	$	1,018	$	1,035

6.	Property and Equipment

Property and equipment, tonet beof ~~held~~accumulated ~~and~~depreciation, ~~used~~ consist of the following (in thousands):

	March 31,			December 31,
	June 30, 2017			December 31, 2016
	2017			2016
Computer equipment	$	3,856		$	3,822
Computer equipment	$	3,765		$	3,822
Software		1,810			1,805
Software		1,805			1,805
Furniture and fixtures		119			119
Leasehold improvements		815			815
Total cost basis		6,~~504~~600			6,561
Less accumulated depreciation and amortization		(5,755	)		(5,717	)
Less accumulated depreciation		(5,870	)		(5,717	)
Net book value	$	~~749~~730		$	844

Depreciation expense was $115,000 and $~~142~~230,000 for the three ~~months~~and ~~ended~~six ~~March~~months 31ended June 30, 2017, respectively, compared to $134,000 and ~~2016~~$276,000, respectively, for the same periods of 2016. Depreciation expense is included in operating expenses in the interim unaudited Condensed Consolidated Statements of Operations ~~and Comprehensive Income/(Loss)~~.

Internal Use Software

Onvia capitalizes qualifying computer software costs incurred during the “application development stage” and other costs. Amortization of these costs begins once the product is ready for its intended use. These costs are amortized on a straight-line basis over the estimated useful life of the product, typically 3 to 5 years. The amount of costs capitalized within any period is dependent on the nature of software development activities and projects in each period.

Onvia periodically evaluates the remaining useful lives and carrying values of internal use software. If management determines that all or a portion of the asset will no longer be used, or the estimated remaining useful life differs from existing estimates, an abandonment will be recorded to reduce the carrying value or adjust the remaining useful life to reflect revised estimates. In addition, if the carrying value of the software exceeds the estimated future cash flows, an impairment will be recorded to reduce the carrying value to the expected realizable value. No impairment has been recorded during the ~~three~~six months ended ~~March~~June 3130, 2017 and December 31, 2016.

During 2016 the Company determined that ongoing product development would replace the functionality of certain internal use software costs and evaluated the then current estimates of remaining useful lives of the affected internal use software. The Company determined that unamortized internal software costs of approximately $962,000 are subject to a reduced estimated remaining useful life. During the ~~first~~second quarter of 2017, we accelerated $~~216~~150,000 in amortization expense related to the reduced useful lives of the impacted assets. ~~Over~~In the ~~next~~third ~~two~~quarter ~~quarters~~ in 2017, we expect our results will include anthe ~~additional~~remaining $~~300~~150,000 in accelerated amortization related to this change in accounting estimate.

The following table presents a roll-forward of capitalized internal use software for the ~~three~~six months ended ~~March~~June 3130, 2017 (in thousands):

	Balance at December 31, 2016			Additions			Balance at ~~March~~June 3130, 2017
Capitalized internal use software	$	21,213		$	~~766~~1,576		$	2122,~~979~~789
Accumulated amortization		(15,733	)		(~~654~~1,302	)		(1617,~~387~~035	)
	$	5,480		$	112		$	5,592
Internal use software, net	$	5,480		$	274		$	5,754

Amortization expense was $~~654~~648,000 and $~~358,000~~1.3 million for the three ~~months~~and ~~ended~~six ~~March~~months 31ended June 30, 2017, respectively, compared to $382,000 and ~~2016~~$741,000, respectively, for the same periods of 2016. Amortization expense is included in operating expenses in the interim unaudited Condensed Consolidated Statements of Operations ~~and Comprehensive Income/(Loss)~~.

Accrued Expenses and Other Current Liabilities

Accrued expenses consist of the following (in thousands):

	March 31,		December 31,
	June 30, 2017		December 31, 2016
	2017		2016
Payroll and related liabilities	$	1,316	$	1,430
Payroll and related liabilities	$	1,255	$	1,430
Taxes payable and other		63		104
Taxes payable and other		53		104
Total accrued expenses	$	1,379	$	1,534
	$	1,308	$	1,534

Other current liabilities consist of the following (in thousands):

	March 31,		December 31,
	June 30, 2017		December 31, 2016
	2017		2016
Deferred rent, current portion	$	118	$	107
Deferred rent, current portion	$	113	$	107
Obligations under capital leases, current portion		28		27
Obligations under capital leases, current portion		27		27
Total other current liabilities	$	146	$	134
	$	140	$	134

Commitments and Contingencies

Operating Leases

Onvia has a lease agreement for its corporate offices located in Seattle, Washington that expires in April 2021. Onvia also has a non-cancellable operating lease for office equipment, which expires in June 2019.

The office lease contains rent escalation clauses and rent holidays. Rent expense is recorded on a straight-line basis over the lease term with the difference between the rent paid and the straight-line rent expense recorded as a deferred rent liability. Total rent expense associated with real estate operating leases was $197,000 and $193,000 for the three months ended ~~March~~June 3130, 2017 and 2016, respectively.

As of ~~March~~June 3130, 2017, remaining future minimum lease payments required on non-cancellable operating leases are as follows for the years ending December 31 (in thousands):

	Real Estate		Office Equipment		Total
	Real Estate Operating Leases		Office Equipment Operating Lease		Total Operating Leases
	Operating Leases		Operating Lease		Operating Leases
2017	$	437	$	9	$	446
2017		655		14		669
2018		896		20		916
2019		918		10		928
2020		940		-		940
2021		320		-		320
	$	3,729	$	44	$	3,773
Total	$	3,511	$	39	$	3,550

Purchase Obligations

Onvia has non-cancellable purchase obligations for software development and license agreements, co-location hosting arrangements, telecom agreements, marketing agreements and third-party content agreements. The agreements expire in dates ranging from ~~2017~~June to2018 through 2019. Future required payments under these non-cancellable agreements are as follows for the years ending December 31 (in thousands):

	Purchase
	Purchase Obligations
	Obligations
2017	$	237
2017	$	298
2018		364
	$	662
Total	$	601

Employment Agreement with Current CEO and President

On December 30, 2016 Onvia entered into an Employment and Noncompetition Agreement with Russell Mann (the “Employment Agreement”) to serve as the Company’s President and Chief Executive Officer effective on the date that Mr. Mann commenced employment with the Company, January 30, 2017.

Under the terms of the Employment Agreement, Mr. Mann will have an annual base salary of $325,000 and will be eligible for an annual bonus with a target of 75% of base salary. In addition, Mr. Mann was granted, upon commencement of employment, an award of (i) 50,000 shares of common stock of the Company subject to forfeiture within the first six months of employment; (ii) nonqualified stock options to purchase 100,000 shares of the Company’s common stock time vesting over three years and nonqualified stock options to purchase 125,000 shares of the Company’s common stock vesting based on performance criteria as set forth in the Employment Agreement; and (iii) 25,000 restricted stock units to vest on the first anniversary of Mr. Mann’s employment, each subject to the conditions set forth in the Employment Agreement. On the first anniversary of Mr. Mann’s employment, nonqualified stock options to purchase 50,000 shares of common stock of the Company vesting in two tranches based on continued employment and 50,000 restricted stock units vesting based on performance criteria as specified in the Employment Agreement will be granted. Mr. Mann was also given the opportunity to purchase up to 140,000 shares of the Company’s common stock directly from the Company on the date he commenced employment, of which he purchased 25,000 shares.

The Employment Agreement provides that, if the Company terminates Mr. Mann’s employment without cause or he resigns for good reason, subject to his execution and non-revocation of a release of claims, the Company will pay him, in addition to his previously-accrued compensation, the following severance: (i) base salary for twelve months, (ii) health benefit continuation for twelve months or a stipend, (iii) a pro-rata amount of the annual bonus based on actual performance with respect to the calendar year of termination of employment and (iv) possible accelerated pro rata vesting of the 2018 restricted stock unit awards.

Transition Agreement for Former CEO

On March 28, 2016, the Company and its then President and Chief Executive Officer Henry Riner entered into a Transition and Release Agreement (the “Transition Agreement”) that sets forth the terms pursuant to which Mr. Riner retired as President and Chief Executive Officer of the Company. Mr. Riner resigned as a Director, Chief Executive Officer and President effective January 30, 2017 (“Transition Date”).

Under the terms of the Transition Agreement, Mr. Riner continued to serve as the Company’s President and Chief Executive Officer on a full-time basis through the Transition Date and, ~~unless terminated for cause, will continue to~~ (i) ~~receive~~received his full annual base salary through June 30, 2017; (ii) beparticipated ~~a participant~~ in the Company’s employee benefit plans through the Transition Date; (iii) will continue to be eligible to exercise any vested options on a cashless basis until September 30, 2017; and (iv) participated ~~participate~~ in the Company’s 2016 management incentive plan pursuant to which Mr. Riner was eligible to earn up to 50% of base salary if Company’s 2016 corporate bookings and EBITDA objectives had been achieved. Additionally, Mr. Riner ~~will receive~~ received compensation for any unused paid time off up to a maximum of 150 hours. Mr. Riner will make himself available as a consultant to the Company’s Board of Directors and the Company executive team as requested from time to time by the Board of Directors or the Company’s new CEO for a period of 12 months after the Transition Date.

In exchange for Mr. Riner’s entry into the Transition Agreement, his covenants and promises described therein, and his entry into an additional Release of Claims Agreement on his last of date of employment with the Company, the Company has agreed to pay Mr. Riner a lump sum cash payment of $362,000 on July 8, 2017.10

In exchange for Mr. Riner’s entry into the Transition Agreement, his covenants and promises described therein, and his entry into an additional Release of Claims Agreement on his last of date of employment with the Company, the Company paid Mr. Riner a lump sum cash payment of $362,000 on July 8, 2017.

Costs related to the Transition Agreement are being accrued over the requisite service period and the expense is included in operating expenses in the interim unaudited Condensed Consolidated Statements of Operations.

Legal Proceedings

From time to time, legal proceedings may arise in the ordinary course of business. Although the outcomes of legal proceedings are inherently difficult to predict, we are not currently involved in any legal proceeding in which the outcome, in our judgment based on information currently available, is likely to have a material adverse effect on our business or financial position.

10.

Income Taxes

As of ~~March~~June 3130, 2017 and December 31, 2016, Onvia has recorded a valuation allowance against its net deferred tax assets because the Company has determined it is not more likely than not that the asset will be realized. Onvia will continue to evaluate the likelihood that these tax benefits may be realized, and may reverse all or a portion of its valuation allowance in the future if it is determined that realization of these benefits is more likely than not.

Pursuant to Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), utilization of net operating loss (NOL) carryforwards to offset future taxable income are subject to substantial annual limitations if we experience a cumulative change in ownership as defined by the Code. In general, an ownership change, as defined by the Code, results from transactions increasing the ownership of certain stockholders or public groups in the stock of a corporation by more than 50 percentage points over a three-year period.

As of ~~March~~June 3130, 2017 and December 31, 2016, Onvia’s Federal NOL carryforwards for income tax purposes were approximately $77.5 million. The Federal NOL carryforwards are subject to limitations under Section 382 of the Internal Revenue Code. If not utilized, the Federal NOL carryforwards will begin to expire in 2021. The latest date available for a portion of the Federal NOL carryforwards to be utilized to offset future income is 2035.

11.

Security Deposits

Pursuant to Onvia’s lease for its current corporate office space, Onvia has established a stand by letter of credit as security to the lease in the amount of $150,000. The letter of credit will be returned at lease termination in April 2021, or earlier, subject to certain office lease conditions. As of ~~March~~June 3130, 2017, the stand by letter of credit is secured by a security deposit of $150,000 and included within other long-term assets on the unaudited Condensed Consolidated Balance Sheets.

1211

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

CAUTIONARY STATEMENT

In addition to the historical information contained herein, the discussion and analysis in this report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding expected increases in revenue, clients, contracts and contract value, cash flow, profitability and stockholder value. When used in this discussion, the words “believes,” “anticipates,” “may,” “will,” “should,” “expects,” “plans,” “estimates,” “predicts,” “potential,” “continue,” “intends”, “indicates” or the negative of these and similar expressions are intended to identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not a forward-looking statement. Forward-looking statements include, but are not limited to, statements about our plans, objectives, expectations and intentions and are subject to risks and uncertainties that could cause actual results to differ materially from those expected or implied by these forward-looking statements.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the factors described under “Risk Factors”, “Business”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as applicable, in this report and in our 2016 Annual Report on Form 10-K for the year ended December 31, 2016. Except as required by law, Onvia undertakes no obligation to publicly release any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof. Readers are urged, however, to review the factors and risks described in reports Onvia files from time to time with the Securities and Exchange Commission. The following discussion should also be read in conjunction with the Condensed unaudited Consolidated Financial Statements and accompanying Notes thereto included in this report.

In this report, the words “we,” “our,” “us,” “Onvia,” or the “Company” refer to Onvia, Inc.

Company Overview

At Onvia, we believe there is a better way for government agencies and businesses to work together. The Business to Government, or B2G, marketplace is one of the largest, most unstructured and fragmented markets in the world. We believe that equipping this market with data and technology will build trusted connections between businesses and governments. These connections should make the B2G market more productive and efficient. By resolving the friction in this vital, complex, multi-trillion dollar marketplace, we can create mutual value for private and public sectors, taxpayers and society at large.

Onvia is a leading ~~commerce~~sales intelligence and acceleration company at the core of B2G marketplace. ~~Over~~ Over the last 17 years Onvia has developed domain expertise and advanced technologies to curate data on millions of exchanged contracts, agencies and decision makers, vendors and channels, projects and investment plans, awards records and market trends. The Onvia’s ~~B2G~~core ~~Intelligence~~platform, ~~System~~Onvia ~~(B2GIS)~~8, ~~delivers~~applies ~~quality~~advanced ~~leads,~~data ~~process~~science ~~agility~~ and ~~strategic~~search ~~foresight,~~technologies ~~equipping~~to ~~companies~~transform ofunstructured ~~all~~government ~~sizes~~contracting todata ~~grow~~into ~~their~~meaningful ~~public~~commerce ~~sector~~intelligence ~~business~~for buyers and ~~help~~sellers. ~~government~~Businesses ~~agencies~~leverage ~~gain~~our ~~procurement~~platform ~~efficiency.~~to ~~Onvia~~increase ~~was~~their ~~incorporated~~sales ~~in January~~pipeline, ~~2000~~pursue inopportunities ~~the~~and ~~state~~make ofstrategic ~~Delaware~~decisions. ~~Our~~Government ~~principal~~agencies ~~corporate~~employ ~~office~~the isDemandStar ~~located~~and inExchange ~~Seattle,~~portions ~~Washington.~~of ~~Our~~the ~~securities~~platform to ~~trade~~improve onprocess ~~The~~transparency ~~NASDAQ Capital~~and ~~Market~~efficiency, ~~under~~identify ~~the~~potential ~~symbol~~suppliers, ~~“ONVI”~~and to meet their fiduciary responsibilities to their constituents.

Onvia’s ~~B2GIS~~was ~~applies~~incorporated ~~advanced~~in ~~data~~January ~~science~~2000 ~~and~~in ~~search~~the ~~technologies~~state toof ~~transform unstructured government contracting data into meaningful commerce intelligence for buyers and sellers~~Delaware. ~~Businesses~~Our ~~leverage~~principal ~~this~~corporate ~~system~~office tois ~~increase~~located ~~their~~in ~~sales pipeline~~Seattle, ~~pursue opportunities and make strategic decisions~~Washington. ~~Government~~Our ~~agencies~~securities ~~employ~~trade ~~the~~on ~~B2GIS to~~The ~~improve~~NASDAQ ~~process~~Capital ~~transparency~~Market ~~and~~under ~~efficiency,~~the ~~identify~~symbol ~~potential suppliers, and to meet their fiduciary responsibilities to their constituents~~“ONVI”.

1312

~~B2GIS~~The Onvia platform provides the most comprehensive coverage of agencies and their procurement activity, with a goal of covering 95% of published dollar spending. ~~B2GIS~~The platform leverages Onvia’s robust database of proprietary public sector procurement information which includes comprehensive historical and real-time information on procurement activities ~~unavailable~~ unavailable elsewhere in the marketplace. We provide access to over 5.0 million procurement-related records connected to over 400,000 ~~companies~~ companies from across approximately 82,~~500~~000 procurement entities nationwide. These records are standardized, formatted and classified ~~within~~ within our database each day. We harvest data on a daily basis from thousands of agencies and sources, processing millions of records every year. This enables us to typically publish 90% of all collected government solicitations within 24 hours of issuance. Opportunities are curated using state-of-the-art algorithms and machine tagging, which makes our contracting data extremely actionable and industry-relevant. ~~B2GIS~~Onvia helps businesses discover more, relevant opportunities to help fill their sales pipelines and receive earlier notice of potential contracts. Agencies can use this data to make their procurement processes more efficient.

Onvia’s curation process makes analyzing millions of records easy. Today, other data providers typically use existing agency codes and keyword searches to identify relevant content. Agency contracts usually include many different deliverables, and using a single code or keyword may be inaccurate, return irrelevant results or miss critical projects. Onvia has developed a proprietary vocabulary or “ontology” to simplify the search process and improve the identification of projects. This ontology summarizes tens of thousands of synonyms and terms used by governments into a few thousand key industry terms. Onvia’s curation process uses natural language processing to determine the essence of a project and consistently categorizes the ~~record~~opportunity using this taxonomy. Searching Onvia’s database using our ontology returns targeted results ~~with minimal noise~~. Our ontology continues to improve every day. We review thousands of projects a day and use machine learning to identify and add new terms and language to our ontology, which further improves the accuracy and relevance of search results. Users of the Onvia ~~B2GIS~~platform can focus on value added activities such as pipeline creation and pursuit strategies, instead of sifting through hundreds of irrelevant records every day.

We have a diverse client base from large Fortune 500 companies to small businesses that have been Onvia clients for many years. Onvia’s strategic target client has a long-term strategic interest in the public sector ~~and~~ with a primary focus on the B2G market. As companies expand geographically, their market becomes less transparent and ~~they~~ they have a greater need for B2G information. Our target prospects do business on a regional or national level.

Most of Onvia’s revenues are generated from sales to companies that leverage our information for their own internal use, and to businesses that license our content for redistribution.

Executive Summary of Operations and Financial Position

~~Our~~We ~~new~~have ~~President~~two ~~and~~core ~~CEO,~~initiatives ~~Russ~~for ~~Mann, joined~~ the ~~Company~~balance ~~at the end~~ of ~~January~~2017. ~~Since then~~First, we ~~have~~are ~~completed~~focused aon ~~comprehensive~~the ~~review~~development and launch of Onvia 8, our ~~market~~new ~~and~~flagship ~~operations,~~platform. ~~and~~Onvia ~~strategies~~8 ~~and~~is ~~tactics.~~mobile Asfriendly, aimproves ~~result~~the user interface of ~~this~~the ~~review~~platform, and weadds ~~believe~~critical ~~there~~workflows, issuch anas ~~immediate~~project ~~opportunity~~sharing, designed to ~~grow~~help ~~revenue~~clients ~~more~~accelerate ~~aggressively~~their ~~and~~public ~~thereby~~sector ~~increase~~sales ~~shareholder value~~process. To ~~achieve~~accelerate ~~this~~the development of Onvia 8, we ~~have~~redeployed ~~created~~resources ~~and~~to ~~are~~move ~~executing~~our ~~three~~product ~~strategic~~development ~~changes~~team into ~~which~~Seattle wefrom ~~invest~~India. ~~specifically~~As ~~for~~of ~~top~~June ~~line~~30, 2017, ~~revenue~~the ~~growth,~~hiring ~~expand~~ of our ~~market~~in-house ~~and~~development ~~customer~~team ~~focus,~~was ~~and~~complete. ~~prioritize~~As ~~fewer~~part ~~initiatives~~of ~~while~~our ~~focusing~~Onvia ~~all~~8 ~~resources~~launch, onOnvia ~~growing~~will be holding workshops across the ~~core~~country ~~franchise~~this summer and fall.

WeOur ~~began~~second ~~implementing~~initiative ~~this~~is ~~strategy~~to atimprove the ~~end~~productivity of Q1our ~~2017~~sales and marketing organization. We ~~Since~~reduced ~~then,~~the wesize ~~right-sized~~ of our sales force and ~~eliminated~~redeployed ~~positions~~resources ~~related~~ to ~~non-core~~support ~~initiatives~~marketing ~~which~~programs, ~~resulted~~such inas ~~$300,000~~increased ininbound ~~separation~~demand generation ~~costs~~support of the upcoming Onvia 8 launch. WeIn ~~redeployed these~~addition, ~~savings~~we ~~toward~~recently ~~developing~~hired Terri DePaoli as our ~~core~~new ~~franchise~~VP of Acquisition Sales, who ~~Onvia~~has 8.both ToSaaS ~~date~~and wedata ~~have~~sales ~~nearly~~leadership ~~doubled~~experience ~~our~~from her prior roles with Concur and Payscale. Although we experienced some variability in~~-house~~ ~~engineering~~results during the quarter as a result of the changes to our sales team, ~~and~~early ~~are~~measurements indicate that the productivity ~~increasing~~of ~~investments~~our inreorganized sales ~~training~~force ~~and~~has ~~marketing~~begun ~~programs~~to improve.

14We expect to see continued variability in results through the third quarter of 2017, but these initiatives should begin to yield positive improvements by the end of 2017 and be evident in the financial results by Q1 2018.

We expect that these changes will begin to yield positive improvements by the end of 2017 and be evident by Q1 2018. In the short to mid-term, we expect modest subscription revenue growth as the benefits of these changes begin to have impact. A large part of the incremental costs should be limited to the first half of 2017, and we project modest but limited negative impact on Adjusted EBITDA through the end of year, as we manage the variability in performance anticipated from the reduction in workforce and the corporate reorganization.13

~~Our~~We ~~primary~~measure our clients, ~~are~~excluding ~~businesses~~the ~~that~~self-serve ~~focus~~ecommerce onleads ~~selling~~solution ~~their goods and services into~~transactions, using the ~~public~~following ~~sector.~~key metrics:

We measure our clients, excluding ecommerce transactions, using the following key metrics:

Annual Contract Value (“ACV”)

ACV represents the annualized aggregate revenue value of all subscription contracts as of the end of the quarter. ACV is driven by annual contract value per client and the number of clients. Most of Onvia’s revenues are generated from subscription contracts, which are typically prepaid and have a minimum term of one year, with revenues recognized ratably over the term of the subscription. Onvia also receives revenue from multi-year content distribution partnerships, stand-alone management reports, document download services, and list rental services, which are not included in the calculation of ACV. Content license contracts are excluded from ACV. ACV excludes subscribers to the self-serve leads solution.

Total ACV increased 5% to $23.1 million in the ~~first~~second quarter of 2017 from $2122.91 million for the same period one year ago. Growth rate in ACV can fluctuate from year to year based on timing in the amount of ACV available for renewal in addition to the mix of tenured and first year clients expiring in each period as tenured clients tend to renew at a higher rate than first year clients.

Number of Clients

Number of clients represents the number of individual businesses subscribing to our solutions.

AsAt of the end of the ~~first~~second quarter of 2017, ~~Onvia’s~~our total client base ~~decreased~~ decreased 3% to 2,~~850~~825 clients compared to 2,~~950~~910 clients atas of the end of the same period one year ago.

Annual Contract Value per Client (“ACVC”)

ACVC is the ACV divided by the number of clients and indicates the average annual value of each of our subscriptions.

Total ACVC increased 98% to $8,~~119~~164 in the ~~first~~second quarter of 2017 compared to $7,~~421~~590 in the ~~first~~same ~~quarter~~period ofone ~~2016~~year ago. Growth in our overall ACVC demonstrates that an ~~increasing~~ increasing portion of our total client base consists of clients who are purchasing our forward-looking intelligence and acceleration solution, not just lead solutions.

Dollar Retention

Dollar retention measures the dollars renewed on the available base of expiring contracts over the preceding twelve months. Dollar retention is calculated on a percentage basis by dividing the contract value of subscription contracts renewed, including the value of contract upgrades, during the most recent twelve-month period by the total value of subscription contracts expiring over the same period. Dollar retention measures the percentage of dollars retained from the population of expiring contracts over a twelve- month period.

In the twelve months ended ~~March~~June 3130, 2017, dollar retention was 89% compared to 8786% in the twelve months ended ~~March~~June 3130, 2016. Dollar retention can fluctuate from period to period due to the client mix of (first year and tenured clients) expiring in each period., list price achievement and contract expansions in the corresponding periods. Dollar retention, in conjunction with ACV, provides insight in to our subscription retention rate and ability to generate future subscription revenue.

Adjusted EBITDA

Adjusted EBITDA is not a financial measure calculated and presented in accordance with GAAP and should not be considered as an alternative to net income, operating income or any other financial measures so calculated and presented, nor as an alternative to cash flow from operating activities as a measure of the company’s liquidity. Onvia defines Adjusted EBITDA as net income/(loss) before interest expense and other non-cash financing costs; other income; taxes; depreciation; amortization; and non-cash stock-based compensation. Other companies (including Onvia’s competitors) may define Adjusted EBITDA differently. Onvia presents Adjusted EBITDA because it believes Adjusted EBITDA to be an important supplemental measure of performance that is commonly used by securities analysts, investors and other interested parties in the evaluation of companies in similar industries and size. Management also uses this information internally for forecasting and budgeting. It may not be indicative of the historical operating results of Onvia nor is it intended to be predictive of potential future results. Investors should not consider Adjusted EBITDA in isolation or as a substitute for analysis of results as reported under GAAP.

~~The following table provides a reconciliation of GAAP net income/(loss) to Adjusted EBITDA for the periods indicated (in thousands of dollars):~~14

	Three Months Ended
	March 31,			March 31,
	2017			2016
GAAP net income/(loss)	$	(826	)	$	19
Reconciling items from GAAP to adjusted EBITDA
Interest and other income, net		(10	)		(7	)
Depreciation and amortization		769			500
Stock-based compensation expense		117			48
Adjusted EBITDA	$	50		$	560

The following table provides a reconciliation of GAAP Net Loss to Adjusted EBITDA for the periods indicated (in thousands of dollars):

	Three Months Ended						Six Months Ended
		June 30,			June 30,			June 30,			June 30,
		2017			2016			2017			2016
GAAP net income/(loss)	$	(748	)	$	(125	)	$	(1,574	)	$	(106	)

Reconciling items from GAAP to adjusted EBITDA
Interest and other income, net		(11	)		(8	)		(21	)		(15	)
Depreciation and amortization		763			516			1,532			1,017
Amortization of stock-based compensation		211			56			328			104

Adjusted EBITDA	$	215		$	439		$	265		$	1,000

Seasonality

Our client acquisition business is subject to some seasonal fluctuations. The second and third quarters are generally slower than the first and fourth quarters for client acquisition and overall cash flow. Infrastructure is our single largest market and these prospects are typically engaged on projects during the spring and summer months, rather than prospecting for new work, which causes new client acquisition to decline compared to the first and fourth quarters in the year. For this reason, comparisons of the performance of our business quarter to consecutive quarter may not provide the most relevant information, and so in addition to sequential quarter comparisons, our quarterly results and metrics should be considered on the basis of results for the whole year or by comparing results in a quarter with the results in the same quarter of the previous year.

16Results of Operations for the Three and Six Months Ended June 30, 2017 Compared to the Three and Six Months Ended June 30, 2016

Results of Operations for the Three Months Ended March 31, 2017 Compared to the Three Months Ended March 31, 2016

Revenue and Cost of Revenue

The following table provides a breakdown of revenue for the periods presented as a percentage of total revenue (in thousands):

	Three Months Ended March 31,
	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
Revenue	$	6,~~095~~138		$	6,~~062~~020		$	12,233		$	12,082
Revenue:
Subscription		9796	%		9293	%		96	%		93	%
Content license		2	%		75	%		2	%		6	%
Other		1	%		1	%
Management information reports		1	%		1	%		1	%		0	%
Total revenue		100	%		100	%
Other		1	%		1	%		1	%		1	%
Total revenue		100	%		100	%		100	%		100	%

Subscription revenue for the three months ended March 31, 2017 grew 6%, to $5.9 million over the same period in 2016. The growth in subscription revenue is primarily a result of improved sales to new clients and retention of existing clients compared to the same period last year.15

~~Total~~Subscription revenue for the three and six months ended ~~March~~June 3130, 2017 ~~was~~grew $6.1% ~~million,~~in ~~flat with the~~both ~~same~~periods ~~period~~to ~~last year~~$5.9 Inmillion ~~addition to subscription revenue, total revenue includes content license~~ and ~~report revenue~~$11.9 ~~In 2016 we were notified that our largest content license customer~~million, ~~representing $810~~respectively,~~000~~ inover ~~annual~~the ~~revenue,~~same ~~elected~~periods ~~not~~in ~~to continue with our partnership~~2016. The ~~combination~~growth ofin ~~increased~~ subscription revenue ~~and~~is ~~decrease~~primarily a inresult ~~content~~of ~~license~~improved ~~revenue~~sales ~~lead~~ to ~~the~~new ~~flat~~clients ~~revenue growth~~and ~~when~~retention of existing clients compared to the same period last year.

~~Cost~~Total of revenue for the three and six months ended ~~March~~June 3130, 2017 was $6.1 million and ~~March~~$12.2 million, 31up by 2% and 1%, respectively, compared to the same periods last year. In addition to subscription revenue, total revenue includes content license and report revenue. In 2016, ~~was~~we aswere ~~follows~~notified that our largest content license customer, representing ($810,000 in ~~thousands~~annual revenue, elected not to continue with our partnership. The combination of ~~dollars):~~increased subscription revenue and decrease in content license revenue resulted in the slight revenue growth when compared to the same period last year.

							Increase / (Decrease)
	2017			2016			Amount			Percent
Three months ended March 31,	$	700		$	764		$	(64	)		(8	%)
Percentage of revenue		11	%		13	%

Cost of revenue for the three and six months ended June 30, 2017 and 2016 was as follows (in thousands of dollars):

Our cost of revenue primarily represents payroll-related expenses associated with the research, capture and enhancement of data in our proprietary database and third-party content fees, and also includes credit card processing fees. The decrease compared to the prior year same quarter is due to process efficiencies and other individually immaterial changes.

	Three Months Ended June 30,						Increase / (Decrease)						Six Months Ended June 30,						Increase / (Decrease)
	2017			2016			Amount			Percent			2017			2016			Amount			Percent
Total	$	695		$	742		$	(47	)		(6	%)	$	1,395		$	1,506		$	(111	)		(7	%)
Percentage of revenue		11	%		12	%								11	%		12	%

Our cost of revenue primarily represents payroll-related expenses associated with the research, capture and enhancement of data in our proprietary database and third-party content fees, and also includes credit card processing fees. The decrease compared to the same prior year periods is due to process efficiencies and other individually immaterial changes.

Sales and Marketing

Sales and marketing expenses for the three and six months ended ~~March~~June 3130, 2017 and ~~March 31,~~ 2016 were as follows (in thousands of dollars):

							Increase / (Decrease)
	Three Months Ended June 30,						Increase / (Decrease)						Six Months Ended June 30,						Increase / (Decrease)
	2017			2016			Amount			Percent			2017			2016			Amount			Percent
Current period expenses	$	2,~~644~~413		$	2,~~643~~692		$	1(279	)		0(10	%)	$	5,057		$	5,336		$	(279	)		(5	%)
Depreciation and amortization		~~369~~348			~~236~~248			~~133~~100			5640	%		717			483			234			48	%
Stock based compensation		~~(14~~13	)		1220			(267	)		(~~217~~35	%)		(1	)		32			(33	)		(103	%)
Total for three months ended March 31,	$	2,999		$	2,891		$	108			4	%
Total	$	2,774		$	2,960		$	(186	)		(6	%)	$	5,773		$	5,851		$	(78	)		(1	%)
Percentage of revenue		49	%		48	%
Percentage of Revenue		45	%		49	%								47	%		48	%

The ~~increase~~decrease in expenses for the comparable three and six month ~~period~~periods is primarily ~~attributable~~ anattributable ~~increase of $145,000 in amortization expense primarily related~~ to ~~the~~salary ~~accelerated~~savings ~~capitalized~~as ~~software~~a ~~amortization~~result ~~due~~of toour ~~reduced estimated~~sales ~~useful~~force ~~lives~~reorganization. WeThese ~~also~~reductions ~~had~~were ~~separation~~partially ~~costs~~offset ~~resulting~~by ~~from~~an ~~the~~increase in ~~rightsizing~~amortization ofexpense ~~our~~primarily ~~salesforce~~related asto ~~part of~~ the ~~focus~~portion onof ~~Onvia 8,~~accelerated ~~offset~~capitalized bysoftware aamortization ~~decrease~~allocated into ~~commission~~sales ~~expense~~and marketing.

Technology and Development

Technology and development expenses for the three and six months ended ~~March~~June 3130, 2017 and ~~March 31,~~ 2016 were as follows (in thousands of dollars):

							Increase / (Decrease)
	Three Months Ended June 30,						Increase / (Decrease)						Six Months Ended June 30,						Increase / (Decrease)
	2017			2016			Amount			Percent			2017			2016			Amount			Percent
Current period expenses	$	1,~~496~~566		$	1,~~253~~195		$	~~243~~371			1931	%	$	3,062		$	2,448		$	614			25	%
Depreciation and amortization		~~327~~343			~~213~~217		$	~~114~~126			5458	%		670			430			240			56	%
Stock based compensation		813			13			(5-	)		~~(38~~0	%)		21			26			(5	)		(19	%)
Total for three months ended March 31,	$	1,831		$	1,479		$	352			24	%
Total	$	1,922		$	1,425		$	497			35	%	$	3,753		$	2,904		$	849			29	%
Percentage of revenue		30	%		24	%
Percentage of Revenue		31	%		24	%								31	%		24	%

The increase in expenses for the comparable three and six month ~~period~~periods is primarily ~~attributable~~ attributable to aan ~~$300,000~~ increase in product and development headcount to bring our development organization onshore ~~and~~ to support the development of Onvia 8,. ~~along~~In ~~with~~addition, athere ~~$125,000~~was an increase in amortization expense primarily related to the accelerated capitalized software ~~amortization~~ ~~due~~amortization allocated to ~~reduced~~technology ~~estimated~~and ~~useful lives~~development.

General and Administrative

General and administrative expenses for the three and six months ended ~~March~~June 3130, 2017 and ~~March 31,~~ 2016 were as follows (in thousands of dollars):

							Increase / (Decrease)
	Three Months Ended June 30,						Increase / (Decrease)					Six Months Ended June 30,						Increase / (Decrease)
	2017			2016			Amount		Percent			2017			2016			Amount		Percent
Current period expenses	$	1,~~205~~249		$	~~841~~952		$	~~364~~297		4331	%	$	2,454		$	1,793		$	661		37	%
Depreciation and amortization		7372			5251			21		4041	%		145			103			42		41	%
Stock based compensation		~~123~~185			23			~~100~~162		~~435~~704	%		308			46			262		570	%
Total for three months ended March 31,	$	1,401		$	916		$	485		53	%
Total	$	1,506		$	1,026		$	480		47	%	$	2,907		$	1,942		$	965		50	%
Percentage of revenue		23	%		15	%
Percentage of Revenue		25	%		17	%							24	%		16	%

The increase in expenses for the comparable three and six month ~~period~~periods is primarily related ~~due~~ to ~~$235,000 of~~an increase in CEO transition related expenses of $80,000 aand $~~100~~308,000, ~~increase~~respectively, compared to the same periods in 2016. ~~stock~~Also, performance based ~~compensation~~management ~~and~~incentives aof $5551,000 ~~increase~~and of$103,000 ~~consulting~~were ~~expenses~~estimated and accrued, and approximately $60,000 and $95,000 related to the implementation of a new ERP ~~system~~was incurred in in the three and six month ended June 30, 2017, respectively. Neither of these expenses occurred in 2016. Additional expenses related to Onvia’s incoming CEO, such as stock based compensation, were $103,000 and $262,000 for the respective three and six month periods in 2017.

Interest and Other Income, Net

Net interest and other income was $1011,000 and $21,000 for the three ~~months~~and six month periods ended ~~March~~June 3130, 2017, compared to $78,000 and $15,000 for the same ~~period~~periods inone ~~2016~~year ago.

Net Income/(Loss) and Net Income/(Loss) per Share

We reported a net ~~loss~~losses of $~~826~~748,000 and $1.6 million for the three ~~months~~and six month periods ended ~~March~~June 3130, 2017, compared to net ~~income~~losses of $19125,000 and of $106,000 for the same ~~period~~periods ofone ~~2016~~year ago. On a diluted per share basis, net ~~loss~~losses ~~was~~were $0.1110 and ~~net income was~~ $0.00 22 for the three ~~months~~and six month periods ended ~~March~~June 3130, 2017, compared to net losses of $0.02 and $0.01 for the comparable periods ended June 30, 2016, respectively.

Critical Accounting Policies and Management Estimates

Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates including, but not limited to, those affecting the fair value of stock-based compensation, allowance for doubtful accounts, capitalization of costs for internally developed software, recoverability of long-lived assets, including internally developed software, and the valuation allowance for net deferred tax assets. The brief discussion below is intended to highlight some of the judgments and uncertainties that can impact the application of these policies and the specific dollar amounts reported on our financial statements.

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 our 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, or if management made different judgments or utilized different estimates. Many of our estimates or judgments are based on anticipated future events or performance, and as such are forward-looking in nature, and are subject to many risks and uncertainties, including those discussed in our Annual Report on Form 10-K for the year ended December 31, 2016 and elsewhere in this Quarterly Report on Form 10-Q. Except as otherwise required by law, we do not undertake any obligation to update or revise this discussion to reflect any future events or circumstances.

For a detailed discussion of our critical accounting policies and estimates, please refer to our Annual Report on Form 10-K for the year ended December 31, 2016.

There have been no material changes in the application of our critical accounting policies and estimates subsequent to that report.

See Note 1 to the accompanying unaudited Consolidated Financial Statements for the issuance of recent accounting pronouncements.

Liquidity and Capital Resources

Our principal sources of liquidity are cash, cash equivalents and available for sale investments. Our combined cash and cash equivalents and available for sale investments were $6.51 million at ~~March~~June 3130, 2017. At ~~March~~ 31June 30, 2017, we held $45.43 million in available for sale investments, primarily in FDIC insured or U.S. government backed securities. In 2016 we were notified that our largest content license customer representing $810,000 in annual revenue elected not to continue with our partnership. This will have a negative impact on bookings, revenue and cash flow in 2017.

If we engage in merger or acquisition transactions or our overall operating plans change, we may require additional equity or debt financing to meet future working capital needs, which may have a dilutive effect on existing stockholders or may include securities that have rights, preferences or privileges senior to those of the rights of our common stock. We cannot make assurances that if additional financing is required, it will be available, or that such financing can be obtained on satisfactory terms.

From December 31, 2016 to ~~March~~June 3130, 2017, cash, cash equivalents and available for sale investments decreased by approximately $~~660~~1 million primarily as a result of the costs associated with our CEO transition,~~000~~ company reorganization, and variability in results due to the changes in our sales force.

Operating Activities

Net cash provided by operating activities was $~~163~~568,000 for the ~~three~~six months ended ~~March~~June 3130, 2017, compared to $12.61 million infor the same period in 2016. The decrease is primarily due to increased cash outflows resulting from the ~~net~~costs ~~change~~associated inwith ~~operating~~our ~~assets~~ CEO transition, company reorganization, and ~~liabilities~~recruiting ~~along~~costs ~~with~~to abring ~~greater~~our ~~net~~development ~~loss~~organization onshore ~~resulting~~to ~~from~~support ~~higher~~the ~~operating~~development ~~expenses~~of Onvia 8.

Investing Activities

Net cash used in investing activities was $~~419,000~~2.3 million in the ~~three~~six months ended ~~March~~June 3130, 2017, compared to $~~672~~739,000 in the same period in 2016. The ~~decrease~~increase of $~~253,000~~1.5 million in cash used in investing activities is ~~attributable~~primarily attributable to a $~~697,000~~1.2 million increase in ~~cash~~purchases ~~provided~~of byinvestments ~~net~~and ~~maturities~~a ~~of investments~~$700,000 increase in additions to internal use software, partially offset by aan increase of $~~444~~500,000 ~~increase~~ in ~~additions to~~the ~~property~~sale ~~and~~of ~~equipment~~investments.

Financing Activities

Net cash provided by financing activities was $~~111~~192,000 infor the ~~three~~six months ended ~~March~~June 3130, 2017, compared to $017,000 infor the same period in ~~2016~~the prior year. The increase is due to the CEO purchase of 25,000 shares of common stock as part of the CEO compensation package in the amount of $111,000 along with an increase of $64,000 in proceeds from stock options exercises and purchases under employee stock purchase plan.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The disclosures under this Item are not required for smaller reporting companies.

Item 4. Controls and Procedures

The Company conducted an evaluation (pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934 (the "Exchange Act")), under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e)) as of ~~March~~June 3130, ~~2016~~2017. Based on the evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures were effective as of ~~March~~June 3130, ~~2016~~2017.

We made no change in our internal control over financial reporting during the fiscal quarter ended ~~March~~June 3130, ~~2016~~2017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. We intend to continue to refine our internal control over financial reporting on an ongoing basis, as we deem appropriate with a view towards continuous improvement.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Item 1A. Risk Factors

There have been no material changes in our risk factors from those disclosed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2016.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

~~During the first quarter of 2017, the Company adopted the Onvia 2017 Management Incentive Plan, attached as Exhibit 10~~None.~~1 to this Report.~~

2019

Item 6. Exhibits

~~Number~~	~~Description~~Number	Description
4.1	Second Amended and Restated Section 382 Rights Agreement, dated March 20, 2017, by and between Onvia, Inc. and Computershare Trust Company, N.A., as Rights Agent (incorporated by reference from Exhibit 4.1 to Onvia’s Form 8-A/A filed with the SEC on March 21, 2017)
	31.1++	Certification of Russell Mann, Chief Executive Officer and President of Onvia, Inc., Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
10.1*++	Onvia 2017 Management Incentive Plan
	31.2++	Certification of Cameron S. Way, Chief Financial Officer and Principal Accounting Officer of Onvia, Inc., Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.1++	Certification of Henry G. Riner, Chief Executive Officer and President of Onvia, Inc., Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32.1++	Certification of Russell Mann, Chief Executive Officer and President of Onvia, Inc., Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
31.2++	Certification of Cameron S. Way, Chief Financial Officer and Principal Accounting Officer of Onvia, Inc., Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32.2++	Certification of Cameron S. Way, Senior Vice President and Chief Financial Officer of Onvia, Inc., Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.1++	Certification of Henry G. Riner, Chief Executive Officer and President of Onvia, Inc., Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	101++	101.INS XBRL Instance Document
32.2++	Certification of Cameron S. Way, Senior Vice President and Chief Financial Officer of Onvia, Inc., Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
		101.SCH XBRL Taxonomy Extension Schema
101++	101.INS	XBRL Instance Document
		101.CAL XBRL Taxonomy Extension Calculation Linkbase
	101.SCH	XBRL Taxonomy Extension Schema
		101.LAB XBRL Taxonomy Extension Label Linkbase
	101.CAL	XBRL Taxonomy Extension Calculation Linkbase
		101.PRE XBRL Taxonomy Extension Presentation Linkbase
	101.LAB	XBRL Taxonomy Extension Label Linkbase
		101.DEF XBRL Taxonomy Extension Definition Linkbase
	101.PRE	XBRL Taxonomy Extension Presentation Linkbase
	101.DEF	XBRL Taxonomy Extension Definition Linkbase
	* Executive Compensation Plan or Agreement
	++ Furnished Herewith

21++ Furnished herewith

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.

	ONVIA, INC.
	By:	/s/ Russell Mann
		Russell Mann
		President and Chief Executive Officer
	By:	/s/ Cameron S. Way
		Cameron S. Way
		Chief Financial Officer and Principal Accounting Officer
Date: May 8, 2017

	ONVIA, INC.


	By:	/s/ Russell Mann
		Russell Mann
		President and Chief Executive Officer


	By:	/s/ Cameron S. Way
		Cameron S. Way
		Chief Financial Officer and Principal Accounting Officer

22Date: August 9, 2017

Filing Compare · ONVIA INC