<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 June 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 Identification No.)
of incorporation or organization)
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 August 8, 1997
---------------------------- -----------------------------
Common Stock, $.01 par value 8,222,814
_______________________________________________________________________________
_______________________________________________________________________________
<PAGE>
WORKGROUP TECHNOLOGY CORPORATION
INDEX
Page(s)
-------
Part I. Financial Information:
Item 1.
Condensed Consolidated Balance Sheets
at June 30, 1997 and March 31, 1997 2
Consolidated Statements of Operations for the
three months ended June 30, 1997 and 1996 3
Consolidated Statements of Cash Flows for the
three months ended June 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 6. Exhibits and Reports on Form 8-K 9
<PAGE>
WORKGROUP TECHNOLOGY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
June 30, March 31,
1997 1997
ASSETS (unaudited)
- ------------------------------------------------------------------------------
Current assets:
Cash and cash equivalents $ 36,652 $ 37,951
Accounts receivable, net 1,547 2,179
Prepared expenses and other
current assets 384 294
-------- --------
Total current assets 38,583 40,424
-------- --------
Property and equipment, net 1,312 1,339
Other assets 33 33
-------- --------
$ 39,928 $ 41,796
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------------------------------------------------
Current liabilities:
Accounts payable $ 749 $ 660
Accrued expenses 1,332 1,215
Accrued royalties 94 181
Capital lease obligations 14 19
Deferred revenue 1,759 1,794
-------- --------
Total current liabilities 3,948 3,869
-------- --------
Stockholders' equity:
Common stock 82 81
Additional paid-in capital 43,983 43,955
Accumulated translation adjustment (3) (10)
Accumulated deficit (8,082) (6,099)
-------- --------
Total stockholders' equity 35,980 37,927
-------- --------
$ 39,928 $ 41,796
======== ========
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)
Three months ended June 30,
1997 1996
(unaudited)
- --------------------------------------------------------------------------------
Revenue
Software licenses $ 727 $ 2,561
Maintenance and services 1,072 910
-------- --------
Total revenue 1,799 3,471
Cost of revenue
Cost of software licenses 66 70
Cost of maintenance and services 770 483
-------- --------
Total cost of revenue 836 553
Gross profit 963 2,918
Operating expenses
Selling and marketing 1,600 1,315
Research and development 1,354 945
General and administrative 408 234
-------- --------
Total operating expenses 3,362 2,494
-------- --------
Income (loss) from operations (2,399) 424
Interest income, net 446 497
-------- --------
Income (loss) before income taxes (1,953) 921
Provision for income taxes 30 40
-------- --------
Net income (loss) $ (1,983) $ 881
======== ========
Net income (loss) per share $ (0.24) $ 0.10
======== ========
Weighted average number of common
and common equivalent shares
outstanding 8,125 9,145
======== ========
The accompanying notes are an integral part of
the consolidated financial statements.
3
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WORKGROUP TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Three months ended June 30,
1997 1996
(unaudited)
- --------------------------------------------------------------------------------
Cash flows from operating activities:
Net income (loss) $(1,983) $ 881
Adjustments to reconcile net income
(loss) to net cash used in operating
activities:
Depreciation and amortization 167 122
Provision for doubtful accounts 50 -
Changes in operating assets and
liabilities:
Accounts receivable 582 (1,107)
Prepaid expenses and
other current assets (90) (238)
Other assets - (25)
Accounts payable 89 (114)
Accrued expenses 117 (131)
Accrued royalties (87) (136)
Deferred revenue (35) (199)
-------- --------
Net cash used in operating activities (1,190) (947)
Cash flows from investing activities:
Purchases of property and equipment (140) (220)
Cash flows from financing activities:
Proceeds from issuance of common stock 29 6
Payments of capital lease obligations (5) (43)
-------- --------
Net cash provided by (used in)
financing activities 24 (37)
Effect of exchange rate changes on cash 7 (9)
-------- --------
Net decrease in cash and cash equivalents (1,299) (1,213)
Cash and cash equivalents, beginning of period 37,951 40,959
-------- --------
Cash and cash equivalents, end of period $ 36,652 $ 39,746
======== ========
The accompanying notes are an integral part of
the consolidated financial statements.
4
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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 ("PDM") 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 any type 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 month period ended
June 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
<PAGE>
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
PDM software products and fees for professional services and software
maintenance. Revenue for the three months ended June 30, 1997 decreased 48% to
$1,799,000 from $3,471,000 in the comparable period of fiscal 1997.
Software license revenue decreased 72% in the first quarter of fiscal 1998 to
$727,000 from $2,561,000 in the first quarter 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 increased 18% in the first quarter of fiscal
1998 to $1,072,000 from $910,000 in the comparable period 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 decreased 73% in
the first quarter of fiscal 1998 to $661,000, or 91% of software license
revenue, from $2,491,000, or 97% of software license revenue, in the first
quarter of fiscal 1997. This decrease in gross profit resulted primarily from
lower software revenue in the first quarter of fiscal 1998.
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 29% in the
first quarter of fiscal 1998 to $302,000 from $427,000 in the comparable quarter
of fiscal 1997. As a percentage of the associated revenue, gross profit from
maintenance and services decreased to 28% in the first quarter of fiscal 1998
from 47% in the first quarter 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 increased 22% to
$1,600,000 in the first quarter of fiscal 1998 from $1,315,000 in the same
period of fiscal 1997. This increase resulted primarily from severance and
other costs related to a management change in the first quarter of fiscal 1998
as well as costs associated with closing the Company's subsidiary in Italy. As
a result of this increase and lower revenue, selling and marketing expenses as a
percentage of revenue increased to 89% in the first quarter of fiscal 1998 from
38% in the same period of fiscal 1997.
Research and Development. Research and development expenses increased 43% in
the first quarter of fiscal 1998 to $1,354,000 from $945,000 in the first
quarter of fiscal 1997. The increase in fiscal 1998 resulted primarily from
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 this increase and lower revenue,
research and development expenses as a percentage of revenue increased to 75% in
the first quarter of fiscal 1998 from 27% in the same period of fiscal 1997.
6
<PAGE>
WORKGROUP TECHNOLOGY CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General and Administrative. In the first quarter of fiscal 1998, general and
administrative expenses increased 74% to $408,000 from $234,000 in the same
quarter of fiscal 1997. This increase resulted primarily from an increase in
personnel costs and expenses associated with recruiting several management
positions. As a result of this increase and lower revenue, general and
administrative expenses as a percentage of revenue increased to 23% for the
first quarter of fiscal 1998 from 7% for the same period of the previous 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 $51,000 to $446,000 in the first
quarter of fiscal 1998 from $497,000 for the same period in fiscal 1997.
Provision for Income Taxes. For the first quarter of fiscal 1998, the provision
for income taxes decreased to $30,000 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 June 30, 1997 decreased $1,299,000 to $36,652,000 from
$37,951,000 at March 31, 1997. This decrease resulted primarily from the
Company's net loss during the quarter. Working capital decreased $1,922,000 to
$34,638,000 at the end of the fiscal quarter from $36,560,000 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.
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.
7
<PAGE>
WORKGROUP TECHNOLOGY CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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
<PAGE>
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 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
June 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: August 12, 1997 /s/ James M. Carney
--------------- ----------------------------------------
James M. Carney
Chief Executive Officer and Chairman
Date: August 12, 1997 /s/ John P. McDonough
--------------- ----------------------------------------
John P. McDonough
President, Chief Operating Officer,
and Secretary
Date: August 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 June 30, 1997:
Common Stock, beginning of period............................ 8,114,000 8,114,000
Weighted average common stock issued during the period....... 11,000 11,000
------------ ------------
Weighted average shares of common stock outstanding....... 8,125,000 8,125,000
------------ ------------
Net loss per share........................................ $ (0.24) $ (0.24)
============ ============
For the three months ended June 30, 1996:
Common Stock, beginning of period 7,926,000 7,926,000
Weighted average common stock issued during the period....... 8,000 8,000
Common stock equivalents..................................... 1,301,000 1,301,000
Treasury stock buyback....................................... (90,000) (90,000)
------------ ------------
Weighted average shares of common stock outstanding....... 9,145,000 9,145,000
============ ============
Net income per share...................................... $ 0.10 $ 0.10
============ ============
</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 FINANICAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> MAR-31-1998 MAR-31-1997
<PERIOD-START> APR-01-1997 APR-01-1996
<PERIOD-END> JUN-30-1997 JUN-30-1996
<CASH> 36,652 37,951
<SECURITIES> 0 0
<RECEIVABLES> 1,617 2,229
<ALLOWANCES> 70 50
<INVENTORY> 0 0
<CURRENT-ASSETS> 38,583 40,424
<PP&E> 2,189 2,384
<DEPRECIATION> 877 1,045
<TOTAL-ASSETS> 39,928 41,796
<CURRENT-LIABILITIES> 3,948 3,869
<BONDS> 0 0
0 0
0 0
<COMMON> 44,065 44,036
<OTHER-SE> (8,085) (6,109)
<TOTAL-LIABILITY-AND-EQUITY> 39,928 41,796
<SALES> 1,799 3,471
<TOTAL-REVENUES> 1,799 3,471
<CGS> 836 553
<TOTAL-COSTS> 836 553
<OTHER-EXPENSES> 3,362 2,494
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> (446) (497)
<INCOME-PRETAX> (1,953) 921
<INCOME-TAX> 30 40
<INCOME-CONTINUING> (1,983) 881
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (1,983) 881
<EPS-PRIMARY> (0.24) 0.10
<EPS-DILUTED> (0.24) 0.10
</TABLE>
