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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, 1999
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 02421
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (781) 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 9, 1999
----------------------------- ---------------------------------
Common Stock, $.01 par value 7,936,821
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WORKGROUP TECHNOLOGY CORPORATION
INDEX
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<CAPTION>
Page(s)
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Part I. Financial Information:
Item 1. Condensed Consolidated Balance Sheets
at June 30, 1999 and March 31, 1999 2
Consolidated Statements of Operations for the
three months ended June 30, 1999 and 1998 3
Consolidated Statements of Cash Flows for the
three months ended June 30, 1999 and 1998 4
Notes to Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6-10
Part II. Other Information:
Item 1. Legal Proceedings 11
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
</TABLE>
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WORKGROUP TECHNOLOGY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
June 30, March 31,
1999 1999
(unaudited)
ASSETS
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<S> <C> <C>
Current assets:
Cash and cash equivalents $ 19,250 $ 22,050
Accounts receivable, net 1,463 1,835
Prepaid expenses and other current assets 427 187
------------- ------------
Total current assets 21,140 24,072
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Property and equipment, net 1,239 1,318
Other assets 9 7
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$ 22,388 $ 25,397
============= ============
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
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<S> <C> <C>
Current liabilities:
Accounts payable $ 526 $ 593
Accrued expenses 1,630 1,840
Accrued royalties 340 341
Deferred revenue 2,478 2,509
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Total current liabilities 4,974 5,283
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Stockholders' equity:
Common stock 85 85
Additional paid-in capital 44,330 44,325
Treasury stock (1,348) (1,155)
Accumulated deficit (25,628) (23,110)
Accumulated other comprehensive income (25) (31)
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Total stockholders' equity 17,414 20,114
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$ 22,388 $ 25,397
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</TABLE>
The accompanying notes are an integral part of
the consolidated financial statements.
2
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WORKGROUP TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
<TABLE>
<CAPTION>
Three months ended June 30,
1999 1998
(unaudited)
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<S> <C> <C>
Revenue
Software licenses $ 573 $ 676
Maintenance and services 1,468 1,188
--------------- ------------
Total revenue 2,041 1,864
Cost of revenue
Cost of software licenses 95 56
Cost of maintenance and services 810 846
--------------- ------------
Total cost of revenue 905 902
Gross profit 1,136 962
Operating expenses
Selling and marketing 1,998 1,736
Research and development 1,496 1,703
General and administrative 415 427
--------------- ------------
Total operating expenses 3,909 3,866
--------------- ------------
Loss from operations (2,773) (2,904)
Interest income, net 255 404
--------------- ------------
Loss before income taxes (2,518) (2,500)
--------------- ------------
Net loss $(2,518) $(2,500)
=============== ===========
Basic and diluted net loss per common share $(0.31) $(0.30)
=============== ==========
Weighted average basic and diluted shares outstanding 7,995 8,370
=============== ==========
</TABLE>
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)
<TABLE>
<CAPTION>
Three months ended June 30,
1999 1998
(unaudited)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(2,518) $(2,500)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization 237 233
Changes in operating assets and liabilities:
Accounts receivable 372 (102)
Prepaid expenses and other current assets (240) (74)
Other assets (2) 6
Accounts payable (67) (484)
Accrued expenses (210) (16)
Accrued royalties (1) 44
Deferred revenue (31) 60
-------- -------
Net cash used in operating activities (2,460) (2,833)
Cash flows from investing activities:
Purchases of property and equipment (158) (211)
Cash flows from financing activities:
Proceeds from issuance of common stock 5 2
Payments for common stock repurchases (193) -
-------- -------
Net cash provided by (used in) financing activities (188) 2
Effect of exchange rate changes on cash 6 (4)
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Net decrease in cash and cash equivalents (2,800) (3,046)
Cash and cash equivalents, beginning of period 22,050 31,779
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Cash and cash equivalents, end of period $ 19,250 $28,733
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</TABLE>
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 in May 1992,
offers both production-proven, enterprise product data management (through
the CMS product) and real-time knowledge-based program management (through
the WTC OpCenter product) solutions for product development. The Company's
products and services provide an integrated product development management
solution for every member of the enterprise including senior management,
marketing, engineering, finance and production.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited consolidated financial statements and notes do
not include all of the disclosures made in the Company's Annual Report on
Form 10-K for fiscal 1999, 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, 1999 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 LOSS PER SHARE
The Company's basic net loss per share is computed by dividing net loss by
the weighted average number of shares of common stock outstanding and
diluted net loss per share is based on the same computation but also
includes dilutive potential common shares. Potential common shares include
shares issuable upon the exercise of stock options or warrants, net of
shares assumed to have been purchased with the proceeds. Potential common
shares, which consisted only of stock options, were antidilutive for each
of the periods ended June 30, 1999 and 1998 and therefore the basic and
diluted net loss per common share were the same for those periods.
Options to purchase weighted average shares of the Company's common stock
of 2,100,226 and 2,047,745 were outstanding for the periods ended June 30,
1999 and 1998, respectively, at weighted average prices of $3.43 and $3.94,
respectively, but were not included in the computation of diluted earnings
per share because they were antidilutive.
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 and WTC
OpCenter software products and fees for professional services and software
maintenance. Revenue for the three months ended June 30, 1999 increased 9.5% to
$2,041,000 from $1,864,000 in the comparable period of fiscal 1999.
Software license revenue decreased 15.2% to $573,000 in the first quarter of
fiscal 2000 from $676,000 in the same period of fiscal 1999. The first quarter
of fiscal 1999 was more favorably impacted by initial sales of the Weblink and
View/Markup products. These add-on products to CMS were first released in late
fiscal 1998.
Maintenance and services revenue increased 23.6% in the first quarter of fiscal
2000 to $1,468,000 from $1,188,000 in the first quarter of fiscal 1999. This
increase resulted primarily from higher maintenance revenue as a result of an
increase in the maintenance base as well as an increase in revenue from
consulting services.
Cost of Revenue and Gross Profit. The Company's cost of software license
revenue consists primarily of third party 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 products. As a result of lower software license revenue as well as
the mix of products sold during each of the periods which required royalty
payments to another party, gross profit associated with software licenses for
the first quarter of fiscal 2000 was $478,000 versus $620,000 in the first
quarter of fiscal 1999. As a percentage of software license revenue, gross
profit decreased to 83.4% in the first quarter of fiscal 2000 from 91.7% in the
first quarter of fiscal 1999.
Cost of maintenance and services revenue consists primarily of personnel and
related costs for the Company's customer support and professional services
organizations. The Company's gross profit on maintenance and services revenue
increased to $658,000 or 44.8% of maintenance and services revenue in the first
quarter of fiscal 2000 versus $342,000 or 28.8% of maintenance and service
revenue in the first quarter of fiscal 1999. This increase in gross profit is
due primarily to higher maintenance revenue as well as lower costs and higher
revenue productivity in the consulting organization.
Total gross profit as a percentage of total revenue increased to 55.7% in the
first quarter of fiscal 2000 from 51.6% in the first quarter of fiscal 1999.
This increase is primarily attributable to the improvement in services margins.
Selling and Marketing. Selling and marketing expenses increased $262,000 or
15.1% to $1,998,000 in the first quarter of fiscal 2000 from $1,736,000 in the
same period of fiscal 1999. This increase resulted primarily from higher
personnel expenses, program costs and external market research consultants. As
a result of this increase, selling and marketing expenses as a percentage of
revenue increased to 97.9% in the first quarter of fiscal 2000 from 93.1% in the
same period of fiscal 1999.
6
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WORKGROUP TECHNOLOGY CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Research and Development. Research and development expenses decreased 12.2% in
the first quarter of fiscal 2000 to $1,496,000 or 73.3% of revenue from
$1,703,000 or 91.4% of revenue for the same period of fiscal 1999. The decrease
in fiscal 2000 resulted primarily from lower personnel and external contractor
costs associated with WTC OpCenter, which was released for general availability
in the third quarter of fiscal 1999.
General and Administrative. General and administrative expenses, which decreased
2.8% to $415,000 or 20.3% of revenue in the first quarter of fiscal 2000 from
$427,000 or 22.9% of revenue in the same period of fiscal 1999, remained
relatively flat.
Interest Income, (Net). Interest income, net consists of interest earned on
cash and cash equivalents. As a result of a decrease in the cash and cash
equivalent balances, interest income for the first quarter decreased 36.9% to
$255,000 in fiscal 2000 from $404,000 in fiscal 1999.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Cash and cash equivalents at June 30, 1999 decreased $2,800,000 to $19,250,000
from $22,050,000 at March 31, 1999. This decrease resulted primarily from the
net loss for the period. Working capital decreased $2,623,000 to $16,166,000 at
June 30, 1999 from $18,789,000 at fiscal year end.
During the first quarter of fiscal 2000, the Company repurchased approximately
101,000 shares of its common stock for $193,000. At June 30, 1999,
approximately 590,000 shares of the 750,000 shares authorized by the Board of
Directors had been repurchased by the Company.
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
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WORKGROUP TECHNOLOGY CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
YEAR 2000 READINESS DISCLOSURE STATEMENT
- ----------------------------------------
Background. The Year 2000 ("Y2K") issue is the result of computer programs
using a two-digit format, as opposed to four digits, to indicate the year.
Computer systems based on a two-digit format will be unable to interpret dates
beyond the year 1999, which could cause a system failure or other computer
errors, leading to disruptions in operations.
Assessment. The Y2K issue could affect the Company's products, computers,
software and other equipment used, operated, or maintained by the Company.
Accordingly, the Company has developed a Y2K readiness plan focused on: (1)
assessing the readiness of its software product offerings, internal
infrastructure and major suppliers; (2) addressing Y2K issues; and (3) planning
and budgeting for reasonably likely contingencies.
Software Product Offerings. The Company has completed testing its current
product offerings for Y2K compliance. Based on its review to date, the Company
believes that the current version of its CMS and WTC OpCenter products are Y2K
compliant. However, management also believes that it is not possible to
determine with complete certainty that all Y2K issues affecting the Company's
software products have been identified or corrected due to the complexity of
these products and the fact that these products interact with other third-party
vendor products and operate on computer systems which are not under the
Company's control.
Internal Infrastructure. The Company believes that it has identified the major
computers, software applications and related equipment used in connection with
its mission critical internal operations and has completed an assessment of
these systems in regards to Y2K compliance. The Company expects to continue
testing its internal systems and to undertake necessary corrective measures, if
necessary, throughout calendar year 1999.
Major Suppliers. The Company has initiated communications with third-party
suppliers of the major computers, software and other equipment used, operated,
or maintained by the Company to identify and, to the extent possible, to resolve
issues involving Y2K. However, the Company has limited or no control over the
actions of these third-party suppliers. Where the Company believes that a
particular vendor or supplier poses unacceptable Y2K risks, it will identify an
alternative supply source.
Cost of Year 2000 Compliance. Costs incurred in our Y2K compliance effort
include the allocation of personnel to test our products and systems as well as
to upgrade internal systems. To date, costs incurred by the Company for Y2K
compliance have not been material nor does the Company expect the Y2K problem to
have a material impact on its business or operating results.
Risk of Year 2000 Issues. The Company expects to identify and resolve Y2K
issues that could materially adversely affect its business operations.
However, management believes that it is not possible to determine with complete
certainty that all Y2K issues affecting the Company have been identified or
corrected. The Company cannot predict the nature or materiality of the impact on
its operations or operating results of Y2K disruption by parties over whom it
has no control. Furthermore, the purchasing patterns of the Company's customers
or potential customers may be affected by Y2K issues if they must expend
significant resources to correct their own systems. As a result, they may have
fewer funds available to purchase the Company's products and services.
8
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WORKGROUP TECHNOLOGY CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Contingency Plans. As part of its Y2K compliance planning process, the Company
is also considering contingency plans to be implemented if the need arises.
Depending on the systems affected, these plans could include accelerated
replacement of affected equipment or software, short- to medium-term use of
backup equipment and software, increased work hours for Company personnel or use
of contract personnel to correct on an accelerated schedule any Y2K issues that
arise or to provide manual workarounds for information systems, and similar
approaches. If the Company is required to implement any of these contingency
plans, it could affect the Company's financial condition and results of
operations.
CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS
- ----------------------------------------------
The Company does not provide forecasts of its future financial performance.
However, from time-to-time information provided by the Company or statements
made by its employees may contain "forward-looking" information that involves
risks and uncertainties. In particular, statements contained in filings with
the Securities and Exchange Commission (including this Form 10-Q), press
releases and oral statements which are not historical facts constitute forward-
looking statements and are made under the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. The Company's actual results of
operations and financial condition have varied and may in the future vary
significantly from those stated in any forward-looking statements and there can
be no assurance that the results set forth in those statements will be achieved.
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, including the Company's Form 10-K filed in June 1999.
The Company's future results are subject to substantial risks and uncertainties.
Because the Company derives a substantial portion 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, including the recently introduced WTC OpCenter, the growth of the
product data management, product development management, and knowledge-based
program management markets 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. The Company also 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 ability to achieve Year 2000 compliance, and the
level of incremental costs associated therewith, could be adversely impacted by,
among other things, the availability and cost of programming and testing
resources, vendors' ability to modify proprietary software, and unanticipated
problems identified in the ongoing compliance review.
9
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WORKGROUP TECHNOLOGY CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 enhancements to the Company's products and
changes or anticipated changes in economic conditions. Because the Company's
operating expenses are relatively fixed, an 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 and stock price.
10
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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 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended
June 30, 1999.
11
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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.
WORKGROUP TECHNOLOGY CORPORATION
Registrant
Date: August 12, 1999 /s/ John P. McDonough
---------------- -----------------------------------------
John P. McDonough
President, Chief Executive Officer,
and Secretary
Date: August 12, 1999 /s/ Diane M. Marcou
---------------- -----------------------------------------
Diane M. Marcou
Vice President- Finance & Administration,
Treasurer and Assistant Secretary
12
<TABLE> <S> <C>
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<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 3-MOS
<FISCAL-YEAR-END> MAR-31-2000 MAR-31-1999
<PERIOD-START> APR-01-1999 APR-01-1998
<PERIOD-END> JUN-30-1999 JUN-30-1998
<CASH> 19,250 28,733
<SECURITIES> 0 0
<RECEIVABLES> 1,663 1,799
<ALLOWANCES> 200 200
<INVENTORY> 0 0
<CURRENT-ASSETS> 21,140 30,608
<PP&E> 3,482 3,065
<DEPRECIATION> 2,243 1,513
<TOTAL-ASSETS> 22,388 32,177
<CURRENT-LIABILITIES> 4,974 4,640
<BONDS> 0 0
0 0
0 0
<COMMON> 44,415 44,228
<OTHER-SE> (27,001) (16,691)
<TOTAL-LIABILITY-AND-EQUITY> 22,388 32,177
<SALES> 2,041 1,864
<TOTAL-REVENUES> 2,041 1,864
<CGS> 905 902
<TOTAL-COSTS> 905 902
<OTHER-EXPENSES> 3,909 3,866
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> (255) (404)
<INCOME-PRETAX> (2,518) (2,500)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (2,518) (2,500)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (2,518) (2,500)
<EPS-BASIC> (0.31) (0.30)
<EPS-DILUTED> (0.31) (0.30)
</TABLE>
