<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM 10-Q/A-1
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 0-27670
ENGINEERING ANIMATION, INC.
[EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER]
DELAWARE 42-1323712
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
2321 NORTH LOOP DRIVE
AMES, IOWA 50010
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
----------------------
(515)296-9908
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
----------------------
INDICATE BY CHECK ( X ) 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.
(1) YES X NO
-------- --------
(2) YES X NO
-------- --------
AS OF MAY 8, 1998, THERE WERE 10,213,125 SHARES OF THE REGISTRANT'S $0.01
PAR VALUE COMMON STOCK OUTSTANDING.
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ENGINEERING ANIMATION, INC.
FORM 10-Q/A-1
INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION PAGE
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<S> <C>
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
At March 31, 1998 and December 31, 1997 3
Condensed Consolidated Statements of Operations
For the three months ended March 31, 1998 and 1997 4
Condensed Consolidated Statements of Cash Flows
For the three months ended March 31, 1998 and 1997 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
PART II. OTHER INFORMATION
Item 2. Changes in Securities 12
Item 4. Submission of Matters to a vote of Security Holders 12
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
</TABLE>
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ENGINEERING ANIMATION, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
<TABLE>
<CAPTION>
===============================
Restated Restated
March 31, December 31,
1998 1997
-------------------------------
ASSETS (Unaudited) (Note)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 17,351 $24,892
Short-term investments 20,877 15,406
Accounts receivable:
Billed 13,741 15,617
Unbilled 8,337 6,321
Deferred income taxes 701 701
Prepaid expenses 1,612 1,554
-------- -------
Total current assets 62,619 64,491
Property and equipment, net 12,934 11,394
Other assets:
Note receivable 1,408 1,408
Software development costs, net 1,355 1,396
Goodwill and developed technology, net 4,789 5,063
Other 476 602
-------- -------
Total assets $ 83,581 $84,354
======== =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 3,608 $ 2,885
Accrued compensation and other accrued expenses 2,888 4,416
Deferred revenue 2,433 2,546
Current portion of long-term debt and lease obligations 155 176
-------- -------
Total current liabilities 9,084 10,023
Long-term debt and lease obligations due after one year 1,417 1,495
Deferred income taxes 455 653
Stockholders' equity 72,625 72,183
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Total liabilities and stockholders' equity $ 83,581 $84,354
======== =======
</TABLE>
Note: The balance sheet at December 31, 1997 has been derived from the audited
financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements.
See accompanying notes.
3
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ENGINEERING ANIMATION, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data; unaudited)
<TABLE>
<CAPTION>
============================
Three months ended March 31,
1998 1997
Restated
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<S> <C> <C>
Net revenues:
Software products $ 10,232 $ 5,072
Interactive products 5,564 4,627
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Total revenues 15,796 9,699
Cost of revenues 3,909 2,452
-------- -------
Gross profit 11,887 7,247
Operating expenses:
Sales and marketing 4,478 3,193
General and administrative 2,013 1,284
Research and development 2,347 1,401
Acquisition costs and non-recurring expenses 4,524 14
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Total operating expenses 13,362 5,892
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Income (loss) from operations (1,475) 1,355
Other income, net 555 225
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Income (loss) before income taxes
and minorty interest (920) 1,580
Income tax expense (benefit) (274) 616
-------- -------
Net income (loss) before minority interest (646) 964
Minority Interest - (58)
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Net income (loss) $ (646) $ 906
======== =======
Earnings (loss) per share:
Basic $ (0.07) $ 0.12
======== =======
Diluted $ (0.07) $ 0.10
======== =======
Weighted average shares outstanding 9,881 7,864
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Weighted average shares outstanding
and assumed conversion 9,881 9,159
======== =======
</TABLE>
See accompanying notes.
4
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ENGINEERING ANIMATION, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands; unaudited)
<TABLE>
<CAPTION>
============================
Three months ended March 31,
1998 1997
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<S> <C> <C>
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES $ (916) $ 376
INVESTING ACTIVITIES
Purchases of property and equipment (2,120) (1,088)
Development of software (96) (250)
Maturities of marketable securities 11,525 2,417
Purchases of marketable securities (16,996) -
--------- --------
Net cash provided by (used in) investing activities (7,687) 1,079
FINANCING ACTIVITIES
Decrease in restricted cash 72 71
Payments on long-term debt (99) (85)
Net proceeds from issuance of common stock 1,089 18
--------- --------
Net cash provided by financing activities 1,062 4
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Net increase (decrease) in cash and cash equivalents (7,541) 1,459
Cash and cash equivalents at beginning of period 24,892 10,786
--------- --------
Cash and cash equivalents at end of period $ 17,351 $12,245
========= ========
</TABLE>
See accompanying notes.
5
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ENGINEERING ANIMATION, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The consolidated financial statements include the accounts of Engineering
Animation, Inc. and the Company's wholly-owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated in consolidation.
The unaudited condensed consolidated financial statements included herein
reflect all adjustments, consisting only of normal recurring accruals which in
the opinion of management are necessary to fairly state the Company's financial
position, results of operations, and cash flows for the periods presented. These
financial statements should be read in conjunction with the Company's audited
financial statements as included in the Company's 1997 Form 10-K/A-2 as filed
with the Securities and Exchange Commission. The results of operations for the
three month period ended March 31, 1998 are not necessarily indicative of the
results that may be expected for any subsequent quarter or for the fiscal year
ending December 31, 1998. The December 31, 1997 balance sheet was derived from
audited financial statements, but does not include all disclosures required by
generally accepted accounting principles.
The consolidated financial statements are presented giving retroactive
effect to the Company's November, 1997 acquisitions of Technology Company
Ventures, L.L.C. ("TCV") and Cimtech, Inc. ("Cimtech") which have been accounted
for under the pooling of interests method.
Certain prior year financial information has been reclassified to conform
to the 1998 financial statement presentation.
Restatement
The Company has restated its financial statements for the first quarter of
1998 to reflect the modification of methods used to value acquired in-process
research and development recorded and written off in connection with the
Company's November, 1997 acquisition of Rosetta Technologies, Inc. The revised
calculations of the value of the acquired in-process technology are based on
adjusted after-tax cash flows that gives explicit consideration to the SEC
Staff's views on in-process research and development as set forth in its
September 9, 1998 letter to the American Institute of Certified Public
Accountants.
The in-process research and development charge was reduced from $5.6
million to $1.7 million resulting in an increase to intangible assets of $3.9
million. As a result, an additional amortization expense of $198,000 was
recorded during the first quarter of 1998.
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2. Public Offerings
In June 1997, the Company completed a follow-on offering of 1,000,000
shares of its common stock. The Company received approximately $26.6 million of
cash, net of underwriting discounts and other offering costs. In March 1998,
certain stockholders of the Company sold 966,000 shares of common stock to or
through agents or dealers. The Company did not receive any of the proceeds from
the sale of the common stock.
3. Stock Split
The Board of Directors approved a three-for-two stock split effected in the
form of a dividend, paid to the shareholders of record as of February 28, 1998.
Accordingly, all share, per share, weighted average share and stock option
information has been restated to reflect the split.
4. Earnings Per Share
In 1997, the Financial Accounting Standards Board issued Statement No. 128,
"Earnings per Share", which the Company adopted on December 31, 1997. Statement
128 replaces the calculation of primary and fully diluted earnings per share
with basic and diluted earnings per share. Unlike primary earnings per share,
basic earnings per share excludes any dilutive effects of options, warrants and
convertible securities. Diluted earnings per share is very similar to the
previously reported fully diluted earnings per share. All earnings per share
amounts for all periods have been presented, and where appropriate, restated to
conform to the Statement 128 requirements.
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ENGINEERING ANIMATION, INC.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
RESULTS OF OPERATIONS
NET REVENUES
The Company's total revenues are derived from sales of software products and
interactive products. Revenues from sales of software products are recognized
upon delivery of the software product to the customer and satisfaction of
significant related obligations, if any. Revenues from customer support are
included in software product revenues and represent less than 5% of total
revenues. These revenues are deferred and recognized ratably over the period the
customer support services are provided. The Company recognizes revenues from
software development contracts and interactive products based upon labor and
other costs incurred and progress to completion on contracts.
The Company's total revenues increased 63% to $15.8 million for the three months
ended March 31, 1998 from $9.7 million for the three months ended March 31,
1997. Software products revenue increased 102% to $10.2 million for the three
months ended March 31, 1998 from $5.1 million for the three months ended March
31, 1997, as a result of increased product sales. Interactive product revenues
increased 20% to $5.6 million for the three months ended March 31, 1998 from
$4.6 million for the three months ended March 31, 1997, primarily due to
additional projects for interactive products.
COST OF REVENUES
The Company's cost of revenues includes cost of production, packaging and
distribution costs, royalties and amortization of capitalized software costs.
The Company's cost of revenues increased 59% to $3.9 million for the three
months ended March 31, 1998 from $2.5 million for the three months ended March
31, 1997, primarily due to expanded software product sales, software product
development contracts, and development costs for interactive products. The
Company's cost of revenues as a percentage of revenues remained constant at 25%
for the three months ended March 31, 1998 and 1997.
OPERATING EXPENSES
Sales and marketing. Sales and marketing expenses include personnel costs
related to sales, marketing and customer service activities, as well as
advertising, promotional materials, mail campaigns, trade shows and other costs.
Sales and marketing expenses increased 40% to $4.5 million for the three months
ended March 31, 1998 from $3.2 million for the three months ended March 31,
1997, primarily due to costs associated with expansion of the sales force and
increased marketing costs. Sales and marketing expenses decreased to 28% of
total revenues for the three
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months ended March 31, 1998 from 33% for the three months ended March 31, 1997.
The decrease in sales and marketing expenses as a percentage of revenues was
primarily the result of spreading expenses over higher revenues.
General and administrative. General and administrative expenses consist
primarily of salaries and facility costs for administrative, executive and
accounting personnel, as well as certain consulting expenses, insurance costs,
professional fees and other costs. General and administrative expenses increased
57% to $2.0 million for the three months ended March 31, 1998 from $1.3 million
for the three months ended March 31, 1997, primarily a result of increased
administrative staff and related costs. General and administrative expenses
remained constant at 13% of total revenues for the three months ended March 31,
1998 and 1997.
Research and development. The Company's research and development focuses on
product development and consists primarily of salaries and benefits, related
facility costs, equipment costs and outside consulting fees. The Company's
research and development expenses increased 68% to $2.3 million for the three
months ended March 31, 1998 from $1.4 million for the three months ended March
31, 1997. Research and development expenses increased to 15% of total revenues
for the three months ended March 31, 1998 from 14% for the three months ended
March 31, 1997. The increase in research and development expenses was primarily
due to additional personnel and related costs.
Acquisition costs and non-recurring expenses. In the first quarter of 1998,
EAI formed strategic partnerships with General Electric Corporate Research and
Development and Hewlett-Packard Company to license technology to incorporate
into EAI's VisProducts. Both agreements are accounted for as non-recurring
charges to purchased technology expense in the first quarter of 1998 in the
aggregate amount of $4.2 million.
Goodwill and developed technology amortization was $274,000 in the first quarter
of 1998.
LIQUIDITY AND CAPITAL RESOURCES
The Company historically has satisfied its cash requirements through borrowings,
customer advances, capital lease financing and net proceeds of approximately
$29.0 million from the Company's initial public offering of Common Stock in
February 1996 and approximately $26.6 million from the Company's follow-on
offering of Common Stock in June 1997. As of March 31, 1998, the Company had
approximately $38.2 million in cash, cash equivalents and short-term
investments.
Net cash used by operating activities was $916,000 for the three months ended
March 31, 1998. Net cash provided by operating activities was $376,000 for the
three months ended March 31, 1997.
The Company believes its current cash and short-term investment balances will be
sufficient to meet anticipated cash needs for working capital and capital
expenditures for at least the next twelve months. There can be no assurance
that additional capital beyond the amounts currently
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forecasted by the Company will not be required nor that any such required
additional capital will be available on reasonable terms, if at all, at such
time as required by the Company.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
The Company or its representatives may, from time to time, make or may have made
certain forward-looking statements, orally or in writing, including, without
limitations, any such statements made or to be made in Management's Discussions
and Analysis of Financial Condition and Results of Operations contained in its
various SEC filings. The Company wishes to ensure that such statements are
accompanied by meaningful cautionary statements, so as to ensure to the fullest
extent possible the protections of the safe harbor established in the Private
Securities Litigation Reform Act of 1995. Accordingly, such statements are
qualified in their entirety by reference to and are accompanied by the following
discussion of certain important factors that could cause actual results to
differ materially from those projected in such forward-looking statements.
The Company cautions the reader that this list of factors may not be exhaustive.
The Company operates in a continually changing business environment, and new
risk factors emerge from time to time. Management cannot predict such risk
factors, nor can it assess the impact, if any, of such risk factors on the
Company's business or the extent to which any factors, or combination of
factors, may cause actual results to differ materially from those projected in
any forward-looking statements. Accordingly, forward-looking statements should
not be relied upon as a prediction of actual results.
VARIABILITY OF OPERATING RESULTS
The Company has experienced and expects to continue to experience fluctuations
in its quarterly results. The Company's revenues are affected by a number of
factors, including the timing of the introduction of new software products and
interactive products by the Company and its competitors, seasonality of certain
customer purchases, product mix, general economic conditions and the Company's
ability to obtain agreements from publishers and distributors to market the
Company's products. The Company's operating results also will vary
significantly depending on changes in pricing, changes in customer budgets and
changes in the volume and timing of orders received, which are difficult to
forecast. As a result of the foregoing and other factors, the Company may
experience material fluctuations in future revenues and operating results on a
quarterly or annual basis. Therefore, the Company believes that period to
period comparisons of its revenues and operating results are not necessarily
meaningful and should not be relied upon as indicators of future performance.
YEAR 2000 COMPUTER CONVERSION
The Company has developed and implemented a plan to upgrade its information
technology in order to prepare for the year 2000 and has completed conversion of
all critical data processing systems. All of the Company's systems and
applications are 2000 compliant. The Company has also initiated communications
with its significant vendors to determine the extent to which the
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Company's systems may be vulnerable to third parties' failure to remediate their
own 2000 issues. Management currently does not anticipate such a failure
to be an issue. However, operating results could be impacted if the systems of
other companies with whom the Company transacts business are not compliant in a
timely manner.
For a more complete discussion of other risk factors affecting the Company, see
the Company's 1997 Form 10-K/A-2.
11
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PART II. OTHER INFORMATION
Item 2. Changes in Securities
At the Annual Meeting of Stockholders of the Company on May 1, 1998, the
stockholders approved an amendment to the Company's Certificate of Incorporation
to increase the number of shares of Common Stock authorized for issuance from
20,000,000 shares to 60,000,000. This amendment is filed herewith as Exhibit
3.3.
Item 4. Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Stockholders of the Company held on May 1, 1998, the
stockholders of the Company (1) elected Martin J. Vanderploeg and Laurence J.
Kirshbaum as directors of the Company to hold office until the 2001 annual
meeting of stockholders (subject to the election and qualification of their
successors and to their earlier death, resignation or removal); (2) approved the
amendment of the Company's Certificate of Incorporation, increasing the number
of shares authorized for issuance by 40,000,000 to 60,000,000; and (3) ratified
the appointment of Ernst & Young LLP as auditors. The votes were as follows:
<TABLE>
<CAPTION>
Votes for Votes against Abstain
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<S> <C> <C> <C>
(1) Election of director:
Martin J. Vanderploeg 7,404,093 - 84,974
Laurence J. Kirshbaum 7,403,707 - 85,360
(2) Approval of Amendment of the
Company's Certificate of
Incorporation 6,155,394 1,322,084 11,589
(3) Ratification of the appointment
of Ernst & Young LLP as auditors 7,469,507 12,827 6,733
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits - See Index to Exhibits
(b) Reports on Form 8-K.
No Reports on Form 8-K were filed during the quarter ended
March 31, 1998.
</TABLE>
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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.
Date: March 3, 1999 ENGINEERING ANIMATION, INC.
------------------- (Registrant)
By: /s/ Jerome M. Behar
------------------------------
Jerome M. Behar
Vice President of Finance and
Chief Financial Officer
(Duly Authorized Officer and
Principal Financial Officer)
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description
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<S> <C>
2.4 Amended and Restated Agreement and Plan of Merger between the Company,
EAICA, Inc., and Sense8 Corporation, dated as of April 30, 1998
(incorporated herein by reference from the Company's Registration
Statement on Form S-4, SEC File No. 333-52003)
3.3 Certificate of Amendment to Certificate of Incorporation *
27. Financial Data Schedule
</TABLE>
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* Previously filed.
14
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 17,351
<SECURITIES> 20,877
<RECEIVABLES> 22,078
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 62,619
<PP&E> 12,934
<DEPRECIATION> 0
<TOTAL-ASSETS> 83,581
<CURRENT-LIABILITIES> 9,084
<BONDS> 1,417
0
0
<COMMON> 0
<OTHER-SE> 72,625
<TOTAL-LIABILITY-AND-EQUITY> 83,581
<SALES> 15,796
<TOTAL-REVENUES> 15,796
<CGS> 3,909
<TOTAL-COSTS> 3,909
<OTHER-EXPENSES> 13,362
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (555)
<INCOME-PRETAX> (920)
<INCOME-TAX> (274)
<INCOME-CONTINUING> (646)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (646)
<EPS-PRIMARY> (0.07)
<EPS-DILUTED> (0.07)
</TABLE>
