<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000
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: 0-26507
SHOWCASE CORPORATION
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1628214
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4115 Highway 52 North, Suite 300
Rochester, Minnesota 55901-0144
(Address of principal executive offices) (Zip Code)
(507) 288-5922
(Registrants's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 practicable date.
10,782,103 Common Shares as of October 31, 2000.
<PAGE>
Table of Contents
SHOWCASE CORPORATION AND SUBSIDIARIES
Report on Form 10-Q
for period ended
September 30, 2000
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Operations for the three and
six months ended September 30, 2000 and 1999 2
Consolidated Balance Sheets as of September 30, 2000 and
March 31, 2000 3
Consolidated Statements of Cash Flows for the six months
ended September 30, 2000 and 1999 4
Notes to Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
Item 3. Quantitative and Qualitative Disclosure About Market Risks 12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities and Use of Proceeds 12
Item 3. Defaults upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
<PAGE>
SHOWCASE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
September 30, September 30,
-------------------- --------------------
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues:
License fees $ 6,475 $ 4,027 $ 11,984 $ 10,092
Maintenance and support 4,532 3,301 8,783 6,507
Professional service fees 1,515 1,178 3,168 2,412
-------- -------- -------- --------
Total revenues 12,522 8,506 23,935 19,011
-------- -------- -------- --------
Cost of revenues:
License fees 1,101 766 1,930 1,835
Maintenance and support 972 753 1,949 1,577
Professional service fees 1,491 1,112 3,023 2,144
-------- -------- -------- --------
Total cost of revenues 3,564 2,631 6,902 5,556
-------- -------- -------- --------
Gross margin 8,958 5,875 17,033 13,455
-------- -------- -------- --------
Operating expenses:
Sales and marketing 6,009 5,234 12,170 10,508
Product development 1,565 1,247 3,150 2,410
General and administrative 1,217 1,136 2,465 2,077
-------- -------- -------- --------
Total operating expenses 8,791 7,617 17,785 14,995
-------- -------- -------- --------
Operating income (loss) 167 (1,742) (752) (1,540)
-------- -------- -------- --------
Other income (expense), net:
Interest expenses (2) (4) (5) (10)
Interest income 465 366 902 470
Other income (expense), net (39) -- (45) 1
-------- -------- -------- --------
Total other income (expense), net 424 362 852 461
-------- -------- -------- --------
Net income (loss) before income taxes 591 (1,380) 100 (1,079)
Income taxes 200 185 300 300
-------- -------- -------- --------
Net income (loss) $ 391 $ (1,565) $ (200) $ (1,379)
-------- -------- -------- --------
Other comprehensive income (loss):
Foreign currency translation
adjustment (60) (6) 9 28
Unrealized holding gain
on securities 4 40 3 72
-------- -------- -------- --------
Comprehensive income (loss) $ 335 $ (1,531) $ (188) $ (1,279)
======== ======== ======== ========
Net income (loss) per share:
Basic $ 0.04 $ (0.15) $ (0.02) $ (0.19)
======== ======== ======== ========
Diluted $ 0.03 $ (0.15) $ (0.02) $ (0.19)
======== ======== ======== ========
Weighted average shares outstanding
used in computing basic net income
(loss) per share 10,760 10,139 10,667 7,341
Weighted average shares outstanding
used in computing diluted net
income (loss) per share 11,352 10,139 10,667 7,341
</TABLE>
See accompanying notes to unaudited consolidated financial statements
<PAGE>
SHOWCASE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except share and per share amounts)
<TABLE>
<CAPTION>
September 30, March 31,
2000 2000
-------- --------
<S> <C> <C>
Assets
Current Assets:
Cash and equivalents $ 13,289 $ 11,677
Marketable securities 14,716 18,387
Accounts receivable, net 11,217 8,848
Prepaid expenses and other current assets 1,494 1,731
-------- --------
Total current assets 40,716 40,643
-------- --------
Property and equipment, net 1,792 2,088
Purchased software, net 1,000 --
Goodwill, net of accumulated amortization 26 56
-------- --------
Total assets $ 43,534 $ 42,787
======== ========
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable $ 1,714 $ 1,323
Accrued liabilities 5,352 4,333
Current portion of long-term debt -- 2
Current portion of obligations under capital leases 25 78
Deferred revenue 12,134 12,778
-------- --------
Total current liabilities 19,225 18,514
-------- --------
Deferred revenue, less current portion 744 914
-------- --------
Total liabilities 19,969 19,428
-------- --------
Stockholders' Equity:
Common stock, $.01 par value, 50,000,000 shares authorized,
10,764,129 and 10,522,113 shares issued and outstanding 108 105
Additional paid-in capital 31,777 31,443
Accumulated other comprehensive income:
Cumulative translation adjustment 132 123
Unrealized holding loss on securities (6) (9)
Deferred compensation (368) (426)
Accumulated deficit (8,078) (7,877)
-------- --------
Total stockholders' equity 23,565 23,359
-------- --------
Total liabilities and stockholders' equity $ 43,534 $ 42,787
======== ========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
<PAGE>
SHOWCASE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Six Months Ended
September 30,
----------------------
2000 1999
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (200) $ (1,379)
Adjustments to reconcile net loss
to cash used in operating activities:
Depreciation and amortization 459 375
Provision for returns and doubtful accounts, net of returns
and writeoffs -- (90)
Deferred income taxes -- 330
Deferred compensation amortization and expense related to
cashless exercise of warrants 58 129
Loss on the disposal of property and equipment 3 3
Changes in operating assets and liabilities, net of effect
of foreign exchange rate changes:
Accounts receivable (2,369) 250
Prepaid expenses (114) (118)
Income taxes receivable 351 (238)
Accounts payable 391 (349)
Accrued liabilities 915 271
Deferred revenue (813) (1,153)
Income taxes payable 104 (294)
--------- ---------
Net cash used in operating activities (1,215) (2,263)
--------- ---------
Cash flows from investing activities:
Purchase of property and equipment (129) (370)
Purchase of marketable securities (98,388) (63,621)
Sale and maturity of marketable securities 102,062 38,192
Purchase of software license (1,000) --
Proceeds from sale of property and equipment 2 --
--------- ---------
Net cash provided by (used in) investing activities 2,547 (25,799)
--------- ---------
Cash flows from financing activities:
Proceeds from exercise of stock options 336 26
Proceeds from initial public offering, net of expenses -- 24,350
Payments under lease obligations (56) (76)
--------- ---------
Net cash provided by financing activities 280 24,300
--------- ---------
Net increase (decrease) in cash 1,612 (3,762)
Cash, beginning of period 11,677 8,900
--------- ---------
Cash, end of period $ 13,289 $ 5,138
========= =========
Supplemental disclosure of cash flow information:
Cash paid during the six months for interest $ 5 $ 10
========= =========
Cash paid during the six months for income taxes $ 75 $ 642
========= =========
Cash received during the six months from income tax refunds $ 234 $ --
========= =========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
<PAGE>
SHOWCASE CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(1) Basis of Presentation
The unaudited interim consolidated financial statements include the
accounts of ShowCase Corporation and its wholly owned subsidiaries
(collectively, the "Company") and have been prepared by the Company in
accordance with generally accepted accounting principles, pursuant to
the rules and regulations of the Securities and Exchange Commission.
Accordingly, certain information and footnote disclosures normally
included in the financial statements have been omitted or condensed
pursuant to such rules and regulations. The information furnished
reflects, in the opinion of the management of the Company, all
adjustments, consisting primarily of recurring accruals, considered
necessary for a fair presentation of the financial position and the
results of operations.
In June 2000, the SEC staff issued Staff Accounting Bulletin No. 101B,
which deferred the required implementation date of Staff Accounting
Bulletin No. 101 ("SAB 101"), as amended by SAB 101A. SAB 101, as
amended, summarizes certain views of the SEC staff in applying
generally accepted accounting principles to revenue recognition in
financial statements. Implementation of SAB 101 by the Company was
previously required in the quarter beginning April 1, 2000. Subject to
SAB 101B, required implementation of SAB 101 has been deferred to the
quarter beginning January 1, 2001. The Company does not expect SAB 101
to have a material impact on its financial condition or results of
operation.
(2) Net Income (Loss) per Share
Basic income (loss) per share represents net income (loss) divided by
the weighted average number of shares of common stock outstanding
during the period. Diluted income (loss) per share represents net
income (loss) divided by the sum of the weighted average number of
shares of common stock outstanding plus shares derived from other
potentially dilutive securities. For the Company, potentially dilutive
securities include "in-the-money" fixed stock options and warrants. The
number of shares added for stock options and warrants is determined by
the treasury stock method, which assumes exercise of these options and
warrants and the use of any proceeds from such exercise to repurchase a
portion of these shares at the average market price for the period.
When the results of operations are a loss, other potentially dilutive
securities are not included in the calculation of loss per share.
For the three months ended September 30, 1999 and the six months ended
September 30, 2000 and 1999, basic loss per share is the same as
diluted loss per share because the effect of the inclusion of other
potentially dilutive securities in the calculation of diluted loss per
share was antidilutive.
The number of option shares excluded from the calculation of
potentially dilutive securities either because the exercise price
exceeded the average market price or because their inclusion in a
calculation of net loss per share would have been antidilutive was
189,996 and 1,148,689 for the three months ended September 30, 2000 and
1999, respectively, and 781,690 and 1,125,701 for the six months ended
September 30, 2000 and 1999, respectively.
<PAGE>
(3) Related Party Transactions
In late September 2000, the Company licensed certain software from
another software company, an executive of which is also a member of the
board of directors of the Company, for $1,000,000. The Company will
amortize this software over a three-year period.
(4) Subsequent Event--Merger with SPSS
On November 6, 2000, the Company and SPSS Inc. ("SPSS") entered into a
merger agreement relating to the acquisition of the Company by SPSS.
Under the terms of the agreement, SPSS will issue one share of its
common stock in return for every three outstanding shares of the
Company's stock. The merger is subject to approval by the shareholders
of the Company and SPSS, the effectiveness of a Form S-4 registration
statement to be filed with the Securities and Exchange Commission and
other customary closing conditions. The merger is expected to close in
the first calendar quarter of 2001.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
All statements, trend analysis and other information contained in the
following discussion relative to markets for our products and trends in
revenues, gross margins and anticipated expense levels, as well as other
statements including words such as "anticipate," "believe," "plan," "estimate,"
"expect," "intend" and other similar expressions constitute forward-looking
statements. These forward-looking statements are subject to business and
economic risks and uncertainties, including but not limited to those described
in Exhibit 99.1 to the Annual Report on Form 10-K for the fiscal year ended
March 31, 2000 on file with the Securities and Exchange Commission. Our actual
results of operations may differ materially from those contained in the
forward-looking statements. All forward-looking statements included in this
report are based on information available to us on the date of this report, and
we assume no obligation to update these forward-looking statements, or to update
the reasons why actual results could differ from those projected in these
forward-looking statements.
Recent Development
On November 6, 2000, the Company and SPSS Inc. ("SPSS") entered into a
Merger Agreement relating to the merger of the Company with a wholly owned
subsidiary of SPSS. The merger is subject to approval by the shareholders of the
Company and SPSS, the effectiveness of a Form S-4 registration statement to be
filed with the Securities and Exchange Commission and other customary closing
conditions. The merger is expected to close in the first calendar quarter of
2001.
Overview
ShowCase develops, markets and supports a fully integrated, end-to-end,
business intelligence solution for IBM AS/400 customers. Our ShowCase STRATEGY
product suite and related services are designed to enable organizations to
rapidly implement business intelligence solutions that create increased value
from their operational and customer data. The sophisticated data warehousing and
management capabilities of our product suite provide our clients with highly
scalable and tightly integrated solutions. Our products enable enterprise-wide
distribution of information and allow end-user access and analysis through
familiar applications and Internet browsers.
Results of Operations
The following table sets forth certain statement of operations data as
a percentage of total revenues for the periods indicated.
Three Months Ended Six Months Ended
September 30, September 30,
-------------- ---------------
2000 1999 2000 1999
----- ----- ----- -----
As a Percentage of Total Revenues:
Revenues:
License fees 51.7% 47.3% 50.1% 53.1%
Maintenance and support 36.2 38.8 36.7 34.2
Professional service fees 12.1 13.8 13.2 12.7
----- ----- ----- -----
Total revenues 100.0 100.0 100.0 100.0
Cost of revenues:
License fees 8.8 9.0 8.1 9.7
Maintenance and support 7.8 8.9 8.1 8.3
Professional service fees 11.9 13.1 12.6 11.3
----- ----- ----- -----
Total cost of revenues 28.5 30.9 28.8 29.2
----- ----- ----- -----
Gross margin 71.5 69.1 71.2 70.8
Operating expenses:
Sales and marketing 48.0 61.5 50.8 55.3
<PAGE>
Product development 12.5 14.7 13.2 12.7
General and administrative 9.7 13.4 10.3 10.9
----- ----- ----- -----
Total operating expenses 70.2 89.5 74.3 78.9
----- ----- ----- -----
Operating income (loss) 1.3 (20.5) (3.1) (8.1)
Other income (expense), net 3.4 4.3 3.6 2.4
----- ----- ----- -----
Net income (loss) before income taxes 4.7 (16.2) 0.5 (5.7)
Income taxes 1.6 2.2 1.3 1.6
----- ----- ----- -----
Net income (loss) 3.1% (18.4)% (0.8)% (7.3)%
===== ===== ===== =====
<PAGE>
Revenues
Total revenues. Total revenues increased to $12.5 million for the three
months ended September 30, 2000 from $8.5 million for the three months ended
September 30, 1999, representing an increase of 47.2%. For the six months ended
September 30, 2000, total revenues increased to $23.9 million from $19.0 million
for the six months ended September 30, 1999, an increase of 25.9%.
License fees. License fee revenues increased to $6.5 million for the
three months ended September 30, 2000 from $4.0 million for the three months
ended September 30, 1999, representing an increase of 60.7%. License fee
revenues increase to $12.0 million for the six months ended September 30, 2000
from $10.1 million for the six months ended September 30, 1999, representing an
increase of 18.7%. This increase in license fee revenue is largely attributable
to an increase in the number of licenses sold by our expanded direct sales
force. License fee revenues as a percentage of total revenues were 51.7% and
47.3% for the three months ended September 30, 2000 and 1999, respectively, and
50.1% and 53.1% for the six months ended September 30, 2000 and 1999,
respectively.
License fee revenues from our Essbase/400 product represented 37.2% and
38.6% of our total license fee revenues for the three months ended September 30,
2000 and 1999, respectively, and 37.3% and 41.6% for the six months ended
September 30, 2000 and 1999, respectively.
License fee revenues derived from our indirect distribution channels
were 19.0% and 22.2% of license fee revenues for the three months ended
September 30, 2000 and 1999, respectively and 17.0% and 19.6% for the six months
ended September 30, 2000 and 1999, respectively.
Maintenance and support. Maintenance and support revenues increased to
$4.5 million for the three months ended September 30, 2000 from $3.3 million for
the three months ended September 30, 1999, representing an increase of 37.3%.
For the six months ended September 30, 2000, maintenance and support revenues
increased to $8.8 million from $6.5 million for the six months ended September
30, 1999, an increase of 35.0%. Maintenance and support revenues as a percentage
of total revenues were 36.2% and 38.8% for the three months ended September 30,
2000 and 1999, respectively, and 36.7% and 34.2% for the six months ended
September 30, 2000 and 1999, respectively. These increases in maintenance and
support revenues were largely a result of the renewal of maintenance and support
contracts, as well as new maintenance and support contracts associated with new
product licenses.
Professional service fees. Professional service fee revenues increased
to $1.5 million for the three months ended September 30, 2000 from $1.2 million
for the three months ended September 30, 1999, representing an increase of
28.6%. For the six months ended September 30, 2000, professional service fee
revenues increased to $3.2 million from $2.4 million for the six months ended
September 30, 1999, an increase of 31.3%. Professional service fee revenues as a
percentage of total revenues were 12.1% and 13.8% for the three months ended
September 30, 2000 and 1999, respectively, and 13.2% and 12.7% for the six
months ended September 30, 2000 and 1999, respectively. These increases in
professional service fee revenues were largely a result of revenues associated
with the sale of new product licenses.
Revenues from clients outside North America represented 33.6% and 45.9%
of our total revenues for the three months ended September 30, 2000 and 1999,
respectively, and 34.8% and 37.8% for the six months ended September 30, 2000
and 1999, respectively. A majority of this revenue was derived from European
sales.
Costs of Revenues
<PAGE>
Cost of license fees. Cost of license fees consists primarily of the
costs of product manuals, media, packaging, shipping and royalties paid to third
parties. Cost of license fees increased to $1.1 million for the three months
ended September 30, 2000 from $.8 million for the three months ended September
30, 1999, representing 17.0% and 19.0% of license fee revenues for these
periods, respectively. Cost of license fees increased to $1.9 million for the
six months ended September 30, 2000 from $1.8 million for the six months ended
September 30, 1999, representing 16.1% and 18.2% of license fee revenues for
these periods, respectively. These increases in cost of license fees in dollar
amount were primarily attributable to higher license fee revenues. We anticipate
that cost of license fees will increase in dollar amount in future periods as
license fee revenues increase. Cost of license fees as a percentage of license
fee revenues may increase if we enter into additional royalty arrangements or if
sales of Essbase/400 or other products which carry a royalty obligation increase
as a percentage of license fee revenues.
Cost of maintenance and support. Cost of maintenance and support
consists primarily of personnel costs associated with providing maintenance and
support services and payments to third parties to provide maintenance and
support, particularly with respect to Essbase/400. Cost of maintenance and
support increased to $1.0 million for the three months ended September 30, 2000
from $0.8 million for the three months ended September 30, 1999, representing
21.4% and 22.8% of maintenance and support revenues for these periods,
respectively. Cost of maintenance and support increased to $2.0 million for the
six months ended September 30, 2000 from $1.6 million for the six months ended
September 30, 1999, representing 22.2% and 24.2% of maintenance and support
revenues for these periods, respectively. These increases in cost of maintenance
and support in dollar amount were primarily due to the hiring of additional
personnel. We anticipate that cost of maintenance and support will increase in
dollar amount in future periods as maintenance and support revenues increase.
Cost of professional service fees. Cost of professional service fees
consists primarily of the costs of providing training and consulting services.
Cost of professional service fees increased to $1.5 million for the three months
ended September 30, 2000 from $1.1 million for the three months ended September
30, 1999, representing 98.4% and 94.4% of professional service fee revenues for
these periods, respectively. Cost of professional service fees increased to $3.0
million for the six months ended September 30, 2000 from $2.1 million for the
six months ended September 30, 1999, representing 95.4% and 88.9% of
professional service fee revenues for these periods, respectively. These
increases in cost of professional service fees were primarily due to the
expansion of our professional services staff. We anticipate that cost of
professional service fees will increase in dollar amount in future periods as
professional service fee revenues increase.
Operating Expenses
Sales and marketing. Sales and marketing expenses consist primarily of
salaries, benefits, bonuses, commissions and travel and promotional expenses.
Sales and marketing expenses increased to $6.0 million for the three months
ended September 30, 2000 from $5.2 million for the three months ended September
30, 1999, representing 48.0% and 61.5% of total revenues for these periods,
respectively. Sales and marketing expenses increased to $12.2 million for the
six months ended September 30, 2000 from $10.5 million for the six months ended
September 30, 1999, representing 50.8% and 55.3% of total revenues for these
periods, respectively. These increases in sales and marketing expenses in dollar
amount reflect the hiring of additional sales and marketing personnel and
expanded promotional activities. Sales and marketing expenses decreased as a
percentage of total revenues primarily due to faster revenue growth during the
three and six months ended September 30, 2000. We anticipate that sales and
marketing expenses will increase in dollar amount in future periods.
<PAGE>
Product development. Product development expenses consist primarily of
development personnel compensation and related costs associated with the
development of new products, the enhancement of existing products, quality
assurance and testing. Product development expenses increased to $1.6 million
for the three months ended September 30, 2000 from $1.2 million for the threes
months ended September 30, 1999, representing 12.5% and 14.7% of total revenues
for these periods, respectively. Product development expenses increased to $3.2
million for the six months ended September 30, 2000 from $2.4 million for the
six months ended September 30, 1999, representing 13.2% and 12.7% of total
revenues for these periods, respectively. These increases in dollar amount were
due to expenses associated with the development of new products and the hiring
of additional personnel. We anticipate that we will continue to devote
substantial resources to product development efforts and that product
development expenses will increase in dollar amount in future periods. To date,
all product development costs have been expensed as incurred.
General and administrative. General and administrative expenses consist
primarily of salaries of executive, financial, human resources and information
services personnel as well as outside professional fees. General and
administrative expenses increased to $1.2 million for the three months ended
September 30, 2000 from $1.1 million for the three months ended September 30,
1999, representing 9.7% and 13.4% of total revenues for these periods,
respectively. General and administrative expenses increased to $2.5 million for
the six months ended September 30, 2000 from $2.1 million for the six months
ended September 30, 1999, representing 10.3% and 10.9% of total revenues for
these periods, respectively. These increases in dollar amount were primarily due
to increased staffing and related expenses necessary to manage and support the
expansion of operations. General and administrative expenses decreased as a
percentage of total revenues primarily due to faster revenue growth during the
three and six months ended September 30, 2000. We anticipate that general and
administrative expenses will increase in dollar amount in the future as a result
of increased personnel and infrastructure costs necessary to support the
expansion of operations.
Other Income
Other income consisted primarily of interest income and interest
expense. Other income increased to $424,000 for the three months ended September
30, 2000 from $362,000 for the three months ended September 30, 1999. Other
income increased to $852,000 for the six months ended September 30, 2000 from
$461,000 for the six months ended September 30, 1999. The increase in other
income is primarily due to earnings on the proceeds from the Company's initial
public offering in fiscal 2000.
Provision for Income Taxes
Income taxes increased to $200,000 for the three months ended September
30, 2000 from $185,000 for the three months ended September 30, 1999. Income
taxes remained at $300,000 for the six months ended September 30, 2000 and 1999.
Liquidity and Capital Resources
To date, the Company has financed its business through cash provided by
operations, the sale of equity securities and bank borrowings. Operating
activities used cash of $1.2 million for the six months ended September 30, 2000
and used cash of $2.3 million for the six months ended September 30, 1999. The
decrease in cash from operating activities for the six months ending September
30, 2000 was due primarily to increased accounts receivable and a decrease in
deferred revenue partially offset by an increase in income taxes payable and
increase in accounts payable and accrued liabilities. The decrease in cash from
operating activities for the six months ending September 30, 1999 was due
primarily to a net loss of $1.4 million and a decrease in deferred revenue.
Investing activities provided cash of $2.5 million for the six months
ended September 30, 2000 and used cash of $25.8 million for the six months ended
September 30, 1999. The principal source of cash in
<PAGE>
investing activities for the six months ended September 30, 2000 was maturity of
marketable securities offset by the purchase of software rights and capital
expenditures related to the acquisition of computer equipment and furniture
required to support the expansion of our operations. The principal use of cash
in investing activities for the six months ended September 30, 1999 was the
investment of the proceeds from our initial public offering and capital
expenditures related to the acquisition of computer equipment and furniture
required to support the expansion of our operations.
Financing activities provided cash of $280,000 and $24.3 million in the
six months ended September 30, 2000 and 1999, respectively. For the six months
ended September 30, 2000, cash provided by financing activities consisted
primarily of the receipt of proceeds from the exercise of stock options. For the
six months ended September 30, 1999, cash provided by financing activities
consisted primarily of proceeds from our initial public offering.
Our sources of liquidity at September 30, 2000 consisted principally of
cash and marketable securities of $28.0 million. We believe that cash generated
from operations, existing cash and marketable securities will be sufficient to
fund operations for at least the next twelve months.
Item 3. Quantitative and Qualitative Disclosure About Market Risks
There have been no material changes in our market risk during the three
and six months ended September 30, 2000.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are not a party to any material legal proceedings.
Item 2. Changes in Securities and Use of Proceeds
Our registration statement, filed on Form S-1 under the Securities Act
(File No. 333-77223), for the initial public offering of our common stock became
effective June 29, 1999. We have invested the net proceeds from the offering of
approximately $24.4 million in marketable securities pending the use of such
proceeds. We expect to use the net offering proceeds for general corporate
purposes, including the expansion of our direct sales force, product development
and working capital. A portion of the proceeds may also be used to acquire
businesses or technologies that are complementary to ours. There are no current
agreements with respect to any material acquisitions.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
The 2000 Annual Meeting of Shareholders of ShowCase Corporation was
held on Thursday, August 3, 2000, at the Marquette Hotel in Minneapolis,
Minnesota.
The holders of 7,880,576 shares of common stock, representing 74.6% of
the 10,568,873 outstanding shares entitled to vote as of the record date, were
represented at the meeting in person or by proxy. Management's slate of one
director listed in the proxy statement was elected to serve until the 2003
Annual Meeting of Shareholders by the following vote tally:
<PAGE>
For Authority Withheld
--- ------------------
William B. Binch 7,855,376 25,200
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
27.1 -- Financial Data Schedule
(b) Reports on Form 8-K:
None.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SHOWCASE CORPORATION
Date: November 9, 2000 By: /s/ Craig W. Allen
------------------------------
Craig W. Allen
Chief Financial Officer
(Duly authorized officer and principal
financial and accounting officer)
<PAGE>
EXHIBIT INDEX
-------------
27.1 Financial Data Schedule
