<PAGE>
______________________________________________________________________________
______________________________________________________________________________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 10-Q
[ X ] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the quarter ended September 30, 1997
OR
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the transition period from ___________ to
___________
Commission file number 0-27798
WORKGROUP TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 04-3153644
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
91 Hartwell Avenue, Lexington, Massachusetts 02173
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (617) 674-2000
_______________________
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.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.
Class Outstanding at November 10, 1997
---------------------------- --------------------------------
Common Stock, $.01 par value 8,249,320
_____________________________________________________________________________
_____________________________________________________________________________
<PAGE>
WORKGROUP TECHNOLOGY CORPORATION
Index
<TABLE>
<CAPTION>
Page(s)
-------
<S> <C>
Part I. Financial Information:
Item 1.
Condensed Consolidated Balance Sheets
at September 30, 1997 and March 31, 1997 2
Consolidated Statements of Operations for the
three and six month periods ended
September 30, 1997 and 1996 3
Consolidated Statements of Cash Flows for the
six month periods ended
September 30, 1997 and 1996 4
Notes to Consolidated Financial
Statements 5
Item 2. Management's Discussion and
Analysis of Financial Condition
and Results of Operations 6-8
Part II. Other Information:
Item 1. Legal Proceedings 9
Item 4. Submission of Matters to a Vote
of Security Holders 9
Item 6. Exhibits and Reports on Form 8-K 9
Signatures 10
</TABLE>
<PAGE>
WORKGROUP TECHNOLOGY CORPORATION
Condensed Consolidated Balance Sheets
(in thousands)
<TABLE>
<CAPTION>
September 30, March 31,
1997 1997
(unaudited)
ASSETS
- --------------------------------------------------------------------------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 34,694 $ 37,951
Accounts receivable, net 1,092 2,179
Prepaid expenses and other
current assets 525 294
--------- ---------
Total current assets 36,311 40,424
--------- ---------
Property and equipment, net 1,376 1,339
Other assets 33 33
--------- ---------
$ 37,720 $ 41,796
========= =========
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
- --------------------------------------------------------------------------------
<S> <C> <C>
Current liabilities:
Accounts payable $ 454 $ 660
Accrued expenses 1,471 1,215
Accrued royalties 85 181
Capital lease obligations 10 19
Deferred revenue 1,409 1,794
--------- ---------
Total current liabilities 3,429 3,869
--------- ---------
Stockholders' equity:
Common stock 82 81
Additional paid-in capital 44,014 43,955
Accumulated translation adjustment 4 (10)
Accumulated deficit (9,809) (6,099)
--------- ---------
Total stockholders' equity 34,291 37,927
--------- ---------
$ 37,720 $ 41,796
========= =========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
2
<PAGE>
WORKGROUP TECHNOLOGY CORPORATION
Consolidated Statements of Operations
(in thousands, except per share data)
<TABLE>
<CAPTION>
Three months ended Six months ended
September 30, September 30,
1997 1996 1997 1996
(unaudited) (unaudited)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenue
Software licenses $ 779 $ 1,220 $ 1,506 $ 3,781
Maintenance and services 1,136 1,074 2,208 1,983
------- ------- ------- -------
Total revenue 1,915 2,294 3,714 5,764
Cost of revenue
Cost of software licenses 39 75 105 145
Cost of maintenance and services 711 528 1,481 1,011
------- ------- ------- -------
Total cost of revenue 750 603 1,586 1,156
Gross profit 1,165 1,691 2,128 4,608
Operating expenses
Selling and marketing 1,306 1,531 2,906 2,846
Research and development 1,333 1,122 2,687 2,067
General and administrative 531 338 939 572
------- ------- ------- -------
Total operating expenses 3,170 2,991 6,532 5,485
------- ------- ------- -------
Loss from operations (2,005) (1,300) (4,404) (877)
Interest income, net 298 471 744 968
------- ------- ------- -------
Income (loss) before income taxes (1,707) (829) (3,660) 91
Provision for income taxes 20 - 50 40
------- ------- ------- -------
Net income (loss) $(1,727) $ (829) $(3,710) $ 51
======= ======= ======= =======
Net income (loss) per share $ (0.21) $ (0.10) $ (0.45) $ 0.01
======= ======= ======= =======
Weighted average number of common
and common equivalent shares
outstanding 8,218 7,965 8,173 9,129
======= ======= ======= =======
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
3
<PAGE>
WORKGROUP TECHNOLOGY CORPORATION
Consolidated Statements of Cash Flows
(in thousands)
<TABLE>
<CAPTION>
Six months ended September
30,
1997 1996
(unaudited)
- --------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (3,710) $ 51
Adjustments to reconcile net
income (loss) to net cash
used in operating activities:
Depreciation and amortization 340 122
Provision for doubtful accounts 20 -
Changes in operating assets and liabilities:
Accounts receivable 1,067 187
Prepaid expenses and other current assets (231) (264)
Other assets - (11)
Accounts payable (206) (451)
Accrued expenses 256 247
Accrued royalties (96) 184
Deferred revenue (385) (257)
-------- --------
Net cash used in operating activities (2,945) (192)
Cash flows from investing activities:
Purchases of property and equipment (377) (480)
Cash flows from financing activities:
Proceeds from issuance of common stock 60 2
Proceeds from collection of
officers' notes - 7
Payments of capital lease obligations (9) (110)
-------- --------
Net provided by (cash used) in
financing activities 51 (101)
Effect of exchange rate changes on cash 14 (10)
-------- --------
Net decrease in cash and cash equivalents (3,257) (783)
Cash and cash equivalents, beginning of period 37,951 40,959
-------- --------
Cash and cash equivalents, end of period $ 34,694 $ 40,176
======== ========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
4
<PAGE>
WORKGROUP TECHNOLOGY CORPORATION
Notes to Consolidated Financial Statements
1. NATURE OF BUSINESS
Workgroup Technology Corporation (the "Company"), incorporated May 11, 1992,
provides client server software solutions which facilitate the management of
product information and work processes. The Company's product data management
software, CMS, is used by customers to enhance the management of the product
lifecycle by improving design and development processes and the transfer of
design information to manufacturing, reducing time to market, and providing
more accurate and timely market feedback. CMS ensures the capture, integrity
and efficient, controlled distribution of critical product and process
information. CMS can manage many types of electronic data including CAD
models, bills of material, word processing, spreadsheet, voice, video and
multimedia files.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited financial statements and notes do not include all
of the disclosures made in the Company's Annual Report on Form 10-K for
fiscal 1997, which should be read in conjunction with these statements.
However, in the opinion of Management, the statements include all adjustments
necessary for a fair presentation of the quarterly results. All adjustments
made to these financial statements were considered to be of a normal and
recurring nature. The results for the three and six month periods ended
September 30, 1997 are not necessarily indicative of the results to be
expected for the full fiscal year.
Risks and Uncertainties
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates and would impact future
results of operations and cash flows.
3. NET INCOME (LOSS) PER COMMON AND COMMON EQUIVALENT SHARE
Net income (loss) per share is computed by dividing net income (loss) by the
weighted average number of shares of common stock and, if dilutive, common
stock equivalents outstanding. Common stock equivalents include shares
issuable upon the exercise of stock options or warrants, net of shares
assumed to have been purchased with the proceeds.
Fully diluted net income (loss) per common share is the same as primary net
income (loss) per common share for the period.
5
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WORKGROUP TECHNOLOGY CORPORATION
Management's Discussion and Analysis of
Financial Condition and Results of Operations
RESULTS OF OPERATIONS
- ---------------------
Revenue. The Company's revenue consists of license fees for its CMS family of
software products and fees for professional services and software maintenance.
Revenue for the three and six month periods ended September 30, 1997 decreased
16.5% and 35.6%, respectively, to $1,915,000 and $3,714,000 from $2,294,000 and
$5,764,000 in the comparable periods of fiscal 1997.
Software license revenue for the three and six month periods ended September 30,
1997 decreased 36.1% and 60.2%, respectively, to $779,000 and $1,506,000 from
$1,220,000 and $3,781,000 in the comparable periods of fiscal 1997. This
revenue decrease resulted primarily from a delay in the release of the Company's
new CMS 7 Series product, less demand for the CMS 6 Series product and turnover
in the sales organization.
Maintenance and services revenue for the three and six month periods ended
September 30, 1997 increased 5.8% and 11.3%, respectively, to $1,136,000 and
$2,208,000 from $1,074,000 and $1,983,000 in the comparable periods of fiscal
1997. This increase resulted primarily from higher maintenance revenue as a
result of an increase in the customer maintenance base.
Cost of Revenue and Gross Profit. The Company's cost of software license
revenue consists primarily of royalties payable upon the license of products for
which another party is entitled to receive compensation, as well as costs
associated with media, packaging, documentation and delivery of the Company's
product. Gross profit associated with software license revenue for the second
quarter of fiscal 1998 was $740,000 or 95.0% of software license revenue versus
$1,145,000 or 93.9% of software license revenue in the second quarter of fiscal
1997. For the six months ended September 30, 1997, gross profit from software
license revenue was $1,401,000 or 93.0% of software license revenue compared
with $3,636,000 or 96.2% for the same period of fiscal 1997. These changes
result primarily from lower software revenue in fiscal 1998 as well as the mix
of products sold during each of the periods which required royalty payments to
another party.
Cost of maintenance and services revenue consists primarily of personnel costs
for the Company's customer support and professional services organizations. The
Company's gross profit on maintenance and services revenue decreased to $425,000
or 37.4% of maintenance and services revenue in the second quarter of fiscal
1998 from $546,000 or 50.8% of maintenance and service revenue in the second
quarter of fiscal 1997. For the six months ended September 30, 1997, gross
profit on the maintenance and services revenue decreased to 32.9% from 49.0% of
the associated revenue in the comparable period of fiscal 1997. This decrease
is due to costs associated with hiring and training additional staff in the
customer support and professional services organizations as well as a greater
utilization of outside contractors in the professional services organization.
Selling and Marketing. Selling and marketing expenses decreased 14.7% to
$1,306,000 in the second quarter of fiscal 1998 from $1,531,000 in the same
period of fiscal 1997. This decrease results primarily from a decrease in the
number of employees in the selling and marketing organizations. For the six
month period, selling and marketing expenses increased slightly to $2,906,000 in
fiscal 1998 from $2,846,000 in fiscal 1997. As a result of lower revenue,
selling and marketing expenses as a percentage of revenue increased to 68.2% and
78.2% in the three and six months of fiscal 1998 from 66.7% and 49.4% in the
same periods of fiscal 1997.
6
<PAGE>
WORKGROUP TECHNOLOGY CORPORATION
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Research and Development. Research and development expenses increased 18.8% and
30.0% for the three and six month periods ended September 30, 1997 to $1,333,000
and $2,687,000 from $1,122,000 and $2,067,000, respectively for the same periods
of fiscal 1997. The increases in fiscal 1998 resulted primarily from the
employment of additional staff to develop and enhance the Company's products as
well as severance and other costs associated with a management change in the
first quarter of fiscal 1998. As a result of these increases and lower revenue,
research and development expenses as a percentage of revenue increased to 69.6%
and 72.3% in the three and six months of fiscal 1998 from 48.9% and 35.9% in the
same periods of fiscal 1997.
General and Administrative. In the three and six month periods of fiscal 1998,
general and administrative expenses increased 57.1% and 64.2%, respectively, to
$531,000 and $939,000 from $338,000 and $572,000 in the same periods of fiscal
1997. These increases resulted primarily from an increase in personnel costs and
expenses associated with the termination and recruiting of some management
positions in fiscal 1998. As a result of these increases and lower revenue,
general and administrative expenses as a percentage of revenue increased to
27.7% and 25.3% for the three and six month periods of fiscal 1998 from 14.7%
and 9.9% for each of the same periods of the previous fiscal year.
Interest Income, (Net). Interest income, net consists of interest earned on
cash and cash equivalents, offset by interest expense associated with equipment
financing. As a result of a decrease in the cash and cash equivalent balances,
interest income for the period decreased $173,000 or 36.7% and $224,000 or 23.1%
for the three and six month periods ended September 30, 1997 from the same
periods in fiscal 1997.
Provision for Income Taxes. For the six months ended September 30, 1997, the
provision for income taxes increased to $50,000 from $40,000 for the same period
of fiscal 1997. The provision for taxes results primarily from taxable income
in the Company's foreign subsidiaries as well as estimated state taxes.
LIQUIDITY AND CAPITAL RESOURCES
Cash and equivalents at September 30, 1997 decreased $3,257,000 to $34,694,000
from $37,951,000 at March 31, 1997. This decrease resulted primarily from the
Company's net loss during the six month period ended September 30, 1997.
Working capital decreased $3,673,000 to $32,882,000 at September 30, 1997 from
$36,555,000 at fiscal year end.
The Company believes its existing cash and cash equivalent balances will be
sufficient to meet its cash requirements for at least the next year.
To date, neither foreign currency exposure nor inflation has had a material
impact on the Company's financial results.
7
<PAGE>
WORKGROUP TECHNOLOGY CORPORATION
Management's Discussion and Analysis of
Financial Condition and Results of Operations
CERTAIN FACTORS THAT MAY EFFECT FUTURE RESULTS
- ----------------------------------------------
From time to time information provided by the Company, statements made by its
employees or information included in its filings with the Securities and
Exchange Commission (including this Form 10-Q) may contain statements which are
not historical facts, so-called "forward looking statements," and which involve
risks and uncertainties. The Company's actual future results may differ
significantly from those stated in or implied by any forward-looking statements.
Factors that may cause such differences include, but are not limited to, the
factors discussed below. Each of these factors, and others, are discussed from
time to time in the Company's filings with the Securities and Exchange
Commission.
The Company's future results may be subject to substantial risks and
uncertainties. Because the Company derives the majority of its revenue from
software license fees, the Company's quarterly and annual operating results are
sensitive to the size, timing and shipment of individual orders, customer order
deferrals in anticipation of new products or the lengthening of the sales cycle
either generally or with respect to individual customers. In addition, the
Company's continued growth is dependent on achieving broader market acceptance
of its products and the ability of the Company to introduce enhancements and
additional integrations to its products in a timely manner to meet the evolving
needs of its customers. In addition, the Company relies on certain intellectual
property protections to preserve its intellectual property rights. Any
invalidation of the Company's intellectual property rights or lengthy and
expensive defense of those rights could have a material adverse effect on the
Company. The segment of the software industry in which the Company is engaged
is extremely competitive. Certain current and potential competitors of the
Company are more established and benefit from greater market recognition and
have substantially greater financial, development and marketing resources than
the Company.
The Company's quarterly and annual operating results are impacted by a variety
of factors that could materially adversely affect revenues and profitability,
including: the timing and shipment of individual orders and enhancements to the
Company's products, the introduction and market acceptance of new integrations
with the Company's products and changes or anticipated changes in economic
conditions. Because the Company's operating expenses are relatively fixed, any
unanticipated shortfall in revenue in a quarter may have an adverse impact on
the Company's results of operations for that quarter. As a result of the
foregoing and other factors, the Company may experience material fluctuations in
future operating results on a quarterly or annual basis which could materially
and adversely affect its business, financial condition, operating results and
stock price.
8
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WORKGROUP TECHNOLOGY CORPORATION
Part II Other Information
Item 1. Legal Proceedings
The Company is not a party to any litigation that it believes would
have a material impact on its business.
Item 4. Submission of Matters to a Vote of Security Holders
On July 31, 1997, the Company held its Annual Meeting of Stockholders.
At the meeting, the Stockholders acted upon a proposal to elect one
Class II director to serve for a three-year term or until his or her
successor is elected and qualified and one Class III director to serve
for a one-year term or until his or her successor is elected and
qualified. The term of director James M. Carney continued after the
meeting. The Board of Directors nominated and recommended that Mr.
Stephen J. Gaal, who is currently a director, be elected a Class II
director and that Mr. Ernest C. Parizeau, who is currently a director,
be elected a Class III director. The proposal was approved by the
Stockholders. Holders of 6,983,232 shares of common stock voted for the
proposal. Holders of 47,484 shares abstained and there were no broker
non-votes.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
11.1 Statement re: computation of per share earnings
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended
September 30, 1997.
9
<PAGE>
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.
WORKGROUP TECHNOLOGY CORPORATION
Registrant
Date: November 12, 1997 /s/ James M. Carney
----------------- -------------------
James M. Carney
Chief Executive Officer and Chairman
Date: November 12, 1997 /s/ John P. McDonough
----------------- ---------------------
John P. McDonough
President, Chief Operating Officer,
and Secretary
Date: November 12, 1997 /s/ Diane M. Marcou
----------------- -------------------
Diane M. Marcou
Vice President- Finance &
Administration and Treasurer
10
<PAGE>
EXHIBIT 11.1
WORKGROUP TECHNOLOGY CORPORATION
COMPUTATION OF WEIGHTED AVERAGE SHARES
USED IN COMPUTING INCOME (LOSS) PER SHARE AMOUNTS
<TABLE>
<CAPTION>
Primary Fully
Type of Security Shares Diluted
- ---------------- ------------ -----------
<S> <C> <C>
For the three months ended September 30, 1997:
Common Stock, beginning of period............................ 8,150,000 8,150,000
Weighted average common stock issued during the period....... 68,000 68,000
------------ -----------
Weighted average shares of common stock outstanding...... 8,218,000 8,218,000
============ ===========
Net loss per share....................................... $ (0.21) $ (0.21)
============ ===========
For the three months ended September 30, 1996:
Common Stock, beginning of period............................ 7,948,000 7,948,000
Weighted average common stock issued during the period....... 17,000 17,000
------------ -----------
Weighted average shares of common stock outstanding...... 7,965,000 7,965,000
============ ===========
Net loss per share....................................... $ (0.10) $ (0.10)
============ ===========
For the six months ended September 30, 1997:
Common Stock, beginning of period............................ 8,114,000 8,114,000
Weighted average common stock issued during the period....... 59,000 59,000
------------ -----------
Weighted average shares of common stock outstanding...... 8,173,000 8,173,000
============ ===========
Net income per share..................................... $ (0.45) $ (0.45)
============ ===========
For the six months ended September 30, 1996:
Common Stock, beginning of period............................ 7,926,000 7,926,000
Weighted average common stock issued during the period....... 23,000 23,000
Common stock equivalents..................................... 1,391,000 1,388,000
Treasury stock buyback....................................... (211,000) (210,000)
------------ -----------
Weighted average shares of common stock outstanding...... 9,129,000 9,127,000
============ ===========
Net income per share..................................... $ 0.01 $ 0.01
============ ===========
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> MAR-31-1998 MAR-31-1998
<PERIOD-START> JUL-01-1997 APR-01-1997
<PERIOD-END> SEP-30-1997 SEP-30-1997
<CASH> 34,694 34,694
<SECURITIES> 0 0
<RECEIVABLES> 1,162 1,162
<ALLOWANCES> 70 70
<INVENTORY> 0 0
<CURRENT-ASSETS> 36,311 36,311
<PP&E> 2,426 2,426
<DEPRECIATION> 1,050 1,050
<TOTAL-ASSETS> 37,720 37,720
<CURRENT-LIABILITIES> 3,429 3,429
<BONDS> 0 0
0 0
0 0
<COMMON> 44,096 44,096
<OTHER-SE> (9,802) (9,802)
<TOTAL-LIABILITY-AND-EQUITY> 37,720 37,720
<SALES> 1,915 3,714
<TOTAL-REVENUES> 1,915 3,714
<CGS> 750 1,586
<TOTAL-COSTS> 750 1,586
<OTHER-EXPENSES> 3,170 2,494
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> (298) (744)
<INCOME-PRETAX> (1,707) (3,660)
<INCOME-TAX> 20 50
<INCOME-CONTINUING> (1,727) (3,710)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (1,727) (3,710)
<EPS-PRIMARY> (0.21) (0.45)
<EPS-DILUTED> (0.21) (0.45)
</TABLE>
