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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended September 30, 2000
OR
[ ] Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from to
-------------- ----------------
Commission file number 0-288-42
PLANETCAD INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 84-1035353
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
2520 55TH STREET, SUITE 200, BOULDER, COLORADO 80301
(address of principal executive offices) (Zip Code)
</TABLE>
(303) 209-9100
(Issuer's telephone number, including area code)
SPATIAL TECHNOLOGY INC.
2425 55TH STREET, SUITE 100, BOULDER, COLORADO 80301
(Issuer's Former Name and Address)
Check whether the issuer: (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
--- ---
As of November 12, 2000, there were outstanding 11,887,307 shares of the
Registrant's Common Stock (par value $0.01 per share).
Transitional Small Business Disclosure Format (check one): Yes No X
--- ---
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PLANETCAD INC.
(FORMERLY SPATIAL TECHNOLOGY INC.)
INDEX
<TABLE>
<CAPTION>
Page
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Unaudited Condensed Consolidated Balance Sheets, December 31, 1999
and September 30, 2000................................................................. 3
Unaudited Condensed Consolidated Statements of Operations, three and nine
months ended September 30, 1999 and 2000............................................... 4
Unaudited Condensed Consolidated Statements of Cash Flows, nine
months ended September 30, 1999 and 2000............................................... 5
Notes to Unaudited Condensed Consolidated Financial Statements............................. 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations....... 9
PART II. OTHER INFORMATION.......................................................................... 13
Signatures........................................................................................... 14
</TABLE>
2
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PART I. FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
PLANETCAD INC.
(FORMERLY SPATIAL TECHNOLOGY INC.)
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except shares)
<TABLE>
<CAPTION>
December 31, September 30,
1999 2000
------------ -------------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents ............................................... $ 1,324 $ 1,228
Accounts receivable, net of allowance of $49 in 2000 .................... -- 1,169
Prepaid expenses and other .............................................. -- 657
Net assets of discontinued operations ................................. 6,791 5,589
-------- --------
Total current assets ................................................ 8,115 8,643
Equipment, net ............................................................... 36 752
Purchased computer software and other intangibles, net ....................... -- 1,292
-------- --------
$ 8,151 $ 10,687
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable ........................................................ $ 1,028 $ 3,021
Notes payable ........................................................... -- 2,000
Accrued expenses ........................................................ 1,245 1,836
Deferred revenue ........................................................ -- 262
-------- --------
Total current liabilities ........................................... 2,273 7,119
-------- --------
Stockholders' Equity:
Common stock, $.01 par value; 22,500,000 shares authorized; 9,508,179 and
11,837,307 shares issued in 1999 and 2000, respectively.............. 95 118
Additional paid-in capital .............................................. 25,828 34,118
Accumulated deficit ..................................................... (19,936) (30,524)
Accumulated other comprehensive loss .................................... (109) (144)
-------- --------
Total stockholders' equity .......................................... 5,878 3,568
-------- --------
$ 8,151 $ 10,687
======== ========
</TABLE>
See accompanying notes to unaudited condensed
consolidated financial statements.
3
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PLANETCAD INC.
(FORMERLY SPATIAL TECHNOLOGY INC.)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine months Ended
September 30, September 30,
--------------------- ---------------------
1999 2000 1999 2000
------- -------- ------- --------
<S> <C> <C> <C> <C>
Revenue:
License fees and royalties ..................... $ 105 $ 1,036 $ 482 $ 1,204
Services ....................................... 73 307 161 428
------- -------- ------- --------
Total revenue ............................ 178 1,343 643 1,632
------- -------- ------- --------
Cost of revenue:
License fees and royalties ..................... 10 3 39 13
Services ....................................... 31 494 118 686
------- -------- ------- --------
Total cost of revenue .................... 41 497 157 699
------- -------- ------- --------
Gross profit ...................................... 137 846 486 933
------- -------- ------- --------
Operating expenses:
Sales and marketing ............................ 255 1,053 411 2,216
Research and development ....................... 488 2,343 760 4,403
General and administrative ..................... 44 427 141 1,218
Acquired in-process research and development .. -- 332 -- 332
------- -------- ------- --------
Total operating expenses ................. 787 4,155 1,312 8,169
------- -------- ------- --------
Net loss from continuing operations ...... (650) (3,309) (826) (7,236)
------- -------- ------- --------
Discontinued operations:
Income (loss) from discontinued operations,
net of income tax effect of $39, 23,
214 and 161, respectively ................... 140 (2,229) (229) (3,352)
------- -------- ------- --------
Net loss ....................................... $ (510) $ (5,538) $(1,055) $(10,588)
======= ======== ======= ========
Basic and diluted loss per common share:
Continuing operations .......................... $ (0.07) $ (0.28) $ (0.06) $ (0.64)
Discontinued operations ....................... 0.02 (0.19) (0.05) (0.30)
------- -------- ------- --------
Net loss .................................... $ (0.05) $ (0.47) $ (0.11) $ (0.94)
======= ======== ======= ========
Basic and diluted weighted average number of shares
outstanding ................................... 9,400 11,784 9,323 11,206
</TABLE>
See accompanying notes to unaudited condensed
consolidated financial statements.
4
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PLANETCAD INC.
(FORMERLY SPATIAL TECHNOLOGY INC.)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
Nine months Ended
September 30,
---------------------
1999 2000
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<S> <C> <C>
Cash flows from operating activities:
Net loss .......................................................... $(1,055) $(10,588)
Adjustments to reconcile net loss to net cash used
by operating activities:
Depreciation and amortization ................................... 574 865
Acquired in-process research and development .................... 500 332
Stock options issued for services ............................. -- 144
Changes in operating assets and liabilities, excluding effects of
business combinations:
Accounts receivable ........................................... (861) 170
Prepaid expenses and other .................................... (62) (873)
Accounts payable .............................................. (8) 1,765
Accrued expenses .............................................. 63 633
Deferred revenue .............................................. 214 217
------- --------
Net cash used by operating activities ....................... (635) (7,335)
------- --------
Cash flows from investing activities:
Additions to equipment ............................................ (525) (1,220)
Additions to purchased computer software .......................... (694) (518)
Cash paid for business combination ............................... -- (100)
------- --------
Net cash used by investing activities ....................... (1,219) (1,838)
------- --------
Cash flows from financing activities:
Notes payable and credit line ..................................... -- 2,000
Principal payments on debt ........................................ (89) --
Proceeds from issuance of common stock, net ....................... 123 7,112
------- --------
Net cash provided by financing activities ................... 34 9,112
------- --------
Foreign currency translation adjustment affecting cash ............... (3) (35)
------- --------
Net increase (decrease) in cash and cash equivalents ........ (1,823) (96)
Cash and cash equivalents at beginning of period ..................... 4,534 1,324
------- --------
Cash and cash equivalents at end of period ........................... $ 2,711 $ 1,228
======= ========
Supplemental disclosures:
Cash paid for interest ............................................ $ 5 $ 5
======= ========
Cash paid for income taxes ........................................ $ 150 $ 141
======= ========
Non-cash investing and financing activity:
Common stock issued for acquisitions .............................. $ 900 $ 1,057
======= ========
</TABLE>
See accompanying notes to unaudited condensed
consolidated financial statements.
5
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PLANETCAD INC.
(FORMERLY SPATIAL TECHNOLOGY INC.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
A. FINANCIAL STATEMENT PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-QSB and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and disclosures required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting only of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three and nine month
periods ended September 30, 2000 are not necessarily indicative of the results
that may be expected for the year ending December 31, 2000. The unaudited
condensed consolidated financial statements should be read in conjunction with
the financial statements and footnotes thereto included in the Company's Annual
Report on Form 10-KSB for the year ended December 31, 1999.
In November 2000, the Company's shareholders approved plans to sell the
assets of its component software business to Dassault Systemes Corp. or its
assignee in a cash transaction for $25.0 million, subject to certain price
adjustments, as well as an amendment to Article I of the Company's certificate
of incorporation to change its name from Spatial Technology Inc. to PlanetCAD
Inc. The Company consummated the sale to Dassault and effected the name change
on November 14, 2000. The results of operations of the component software
business have been reclassified as discontinued operations and, accordingly,
prior periods have been restated.
B. EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share is computed using the weighted average
number of common shares outstanding during the period. Diluted earnings per
share is computed based on the weighted average number of common shares
outstanding plus the dilutive effect of potential dilutive securities. For the
three and nine month periods ended September 30, 1999 and 2000, diluted loss per
share is the same as basic loss per share, as the effect of potential dilutive
securities, consisting of common stock options, is antidilutive. For the three
month periods ended September 30, 1999 and 2000 the number of potential dilutive
securities excluded from the computation of the diluted weighted average number
of common shares outstanding was 482,172 and 230,239, respectively, consisting
primarily of common stock options. For the nine month periods ended September
30, 1999 and 2000, the number of potential dilutive securities excluded from the
computation of the diluted weighted average number of common shares outstanding
was 405,266 and 576,835, respectively, consisting primarily of common stock
options.
C. ACCOUNTING PRONOUNCEMENTS
In December 1999, the Securities and Exchange Commission released Staff
Accounting Bulletin No. 101 ("SAB 101") "Revenue Recognition in Financial
Statements". SAB 101 provides guidance on revenue recognition issues. The
Company does not anticipate significant impact on the Company's financial
statements from the adoption of SAB 101.
D. ACQUISITION
In July 2000, the Company acquired certain assets and liabilities of
Prescient Technologies, Inc. ("Prescient") for a total consideration of
approximately $1.3 million, including $100,000 cash and between 300,000 and
350,000 shares of the Company's common stock, depending on the achievement of
certain performance objectives. The acquisition was accounted for using the
purchase method and accordingly results of operations of Prescient have been
included in the Company's financial statements from the date of acquisition. The
purchase price was allocated to the assets and liabilities acquired based on
their estimated fair values including $298,000 of accounts receivable, $209,000
in furniture and equipment, $174,000 in
6
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PLANETCAD INC.
(FORMERLY SPATIAL TECHNOLOGY INC.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
other assets, and the assumption of $493,000 in liabilities. In addition, the
Company allocated $773,000 of the purchase price to software costs and other
intangible assets and $332,000 of in-process research and development projects.
The software costs and other intangible assets will be amortized over 3 years.
The Company charged the in-process research and development to operations as of
the date of acquisition as such technology had not reached technological
feasibility and had no probable alternative future use by the Company.
The summary table below, prepared on an unaudited pro forma basis, combines
the Company's consolidated results of operations with Prescient's results of
operations as if the acquisition took place on January 1, 1999 (in thousands,
except per share data).
<TABLE>
<CAPTION>
Nine months ended
September 30,
1999 2000
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<S> <C> <C>
Revenue $ 3,669 $ 2,656
Net loss from continuing operations (4,693) (9,425)
Net loss (4,922) (12,777)
Basic and diluted net loss from continuing
operations per share $ (0.49) $ (0.83)
Basic and diluted net loss per share $ (0.51) $ (1.12)
</TABLE>
The pro forma results for 2000 combine the Company's results for the nine
months ended September 30, 2000 with the results of Prescient for the period
from January 1, 2000 through the date of acquisition. The pro forma results are
not necessarily indicative of the results of operations that would have occurred
if the acquisition had been consummated on January 1, 1999. In addition, they
are not intended to be a projection of future results and do not reflect any
synergies that might be achieved from the combined operations.
E. OTHER SIGNIFICANT TRANSACTIONS
In November 2000, the Company's shareholders approved plans to sell the
assets of its component software business to Dassault Systemes Corp. or its
assignee in a cash transaction for $25.0 million, subject to certain price
adjustments, and the Company consummated the sale on November 14, 2000.
Additionally, Dassault purchased 555,556 shares of newly issued common stock for
a cash price of $2 million or approximately $3.60 per share on the same date.
In September 2000, Dassault made a loan to the Company for $2 million of
the purchase price for the sale of the component software business in advance of
the closing of the transaction, which amount, including accrued and unpaid
interest, was repaid by the Company as an offset against the purchase price at
the closing. Certain cross licensing agreements for component and Internet
technologies were also executed as part of the transaction and Dassault
increased its minority interest in the Company by the purchase of 555,556 shares
of the Company's common stock
In June 2000, the Company issued options for the purchase of 65,000 common
shares to a director. The stock options were granted with exercise prices equal
to the market value on the date of grant. Of the 65,000 options, 40,000 relate
to consulting services the director will perform over a two year period and
vesting may be accelerated based on performance under the agreement. The Company
has determined the fair value of the options to be $144,000, which will be
recognized as general and administrative expense over the service period.
7
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PLANETCAD INC.
(FORMERLY SPATIAL TECHNOLOGY INC.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
F. DISCONTINUED OPERATIONS
On September 30, 2000, the Company had two operating divisions, the
PlanetCAD division and the component software division. The component software
division, which the Company sold to Dassault on November 14, 2000, develops,
markets and supports 3D component software products for the Company's
traditional OEM software market segment and for the Company's PlanetCAD
division. The PlanetCAD division develops, markets, sells and supports
enterprise wide solutions and products directly to end-users. With the
acquisition of Prescient, the Company's PlanetCAD division expanded its product
and service offerings with the addition of data analysis products and services.
As the Company has consummated the sale of the component software division to
Dassault, the results of operations of the Company's component software division
for the three and nine months ended September 30, 1999 and 2000 have been
presented as discontinued operations in the Company's financial statements. The
Company estimates that the gain on this transaction will be approximately $17
million, net of tax. Included in this amount is management's estimate of the
amount of expected future losses during the phase-out period.
Summary unaudited operating results of the discontinued operations were as
follows:
<TABLE>
<CAPTION>
Three Months Ended Nine months Ended
September 30, September 30,
-------------------- ----------------------
1999 2000 1999 2000
------- ------- -------- --------
<S> <C> <C> <C> <C>
Revenue ........................................... 3,597 1,845 10,786 8,808
Cost of revenue ................................... 295 403 801 1,494
------- ------- -------- --------
Gross profit ...................................... 3,302 1,442 9,985 7,314
Operating expenses ................................ 3,163 3,662 10,122 10,629
------- ------- -------- --------
Operating income from discontinued
operations ...................... 139 (2,220) (137) (3,315)
Other income (expense) ............................ 40 14 122 124
------- ------- -------- --------
Income (loss) from discontinued operations
before income taxes .............. 179 (2,206) (15) (3,191)
Income tax expense ................................ (39) (23) (214) (161)
------- ------- -------- --------
Income (loss) from discontinued
operations .................. $ 140 $(2,229) $ (229) $ (3,352)
======= ======= ======== ========
</TABLE>
8
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ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Except for the historical information contained herein, the following
discussion contains forward-looking statements that involve risks and
uncertainties. The Company's actual results could differ materially from those
presented here. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed in this section and those
discussed in the Company's Form 10-KSB for the year ended December 31, 1999,
particularly those contained in "Management's Discussion and Analysis of
Financial Condition and Results of Operations".
In November 2000, the Company's shareholders approved plans to sell the
assets of its component software business to Dassault Systemes Corp. or its
assignee in a cash transaction for $25.0 million which sale was consummated on
November 14, 2000. In addition, certain cross licensing agreements for component
and Internet technologies were executed as part of the transaction. As a result,
the results of operations of the Company's component software segment for the
three and nine months ended September 30, 2000 and 1999 have been shown as
discontinued operations.
RESULTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1999
REVENUE. For the nine month period ended September 30, 2000, total revenue
increased 154% to $1.6 million as compared to $643,000 for the same nine month
period in 1999. License fees and royalties increased 150% to $1.2 million in the
nine month period ended September 30, 2000, as compared to $482,000 reported for
the comparable prior year period. The increase in license fees and royalties is
primarily due to sales of products acquired in the July 2000 Prescient
acquisition. Service revenue increased 166% to $428,000 for the nine month
period ended September 30, 2000, as compared to $161,000 reported for the
comparable period in 1999, reflecting increased services to former Prescient
customers.
COST OF REVENUE. For the nine month period ended September 30, 2000 cost of
revenue increased 345% to $699,000 from $157,000 reported in the comparable
prior year period. The increase in cost of revenue was primarily due to
increased customer support costs for Prescient customers. As a percent of total
revenue, cost of revenue increased to 43% for the nine months ended September
30, 2000, respectively, as compared to 24% for the comparable period in 1999.
OPERATING EXPENSES. For the nine month period ended September 30, 2000 total
operating expenses increased 522% to $8.2 million from $1.3 million reported in
the comparable prior year period. The increase in total operating expenses was
primarily due to increased staffing costs associated with the acquisition of
Prescient as well as increased staffing to support the development of the
Company's Web infrastructure for engineering services. Operating expenses also
include an expense of approximately $700,000 for outside consulting services
related to development of the JAVA version of PlanetCAD's proprietary Web
framework. As a percent of total revenue, total operating expenses increased to
500% for the nine months ended September 30, 2000, respectively, as compared to
204% for the comparable period in 1999.
SALES AND MARKETING EXPENSES. For the nine month period ended September 30, 2000
sales and marketing expense increased 439% to $2.2 million from $411,000
reported for the nine month period ended September 30, 1999. Increased sales and
marketing expense in 2000 as compared to 1999 is due to increased marketing
efforts, including advertising, for the Company's Web infrastructure and related
internet-based engineering services. For the nine month period ended September
30, 2000 sales and marketing expense increased as a percent of total revenue to
136% versus 64% for the same prior year period.
RESEARCH AND DEVELOPMENT EXPENSES. For the nine-month period ended September 30,
2000 research and development expense increased 479% to $4.4 million from
$760,000 reported in the comparable period in the prior year. Increased research
and development expense was due to increased staffing in support of the
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Company's continued development of its Web infrastructure for engineering
services which includes the following application services: 3Dshare.com,
Bits2Parts.com and 3Dpublish.com as well as products in the Prescient product
line. In addition, research and development expenses for the period also
includes an expense of approximately $700,000 for outside consulting services
related to development of the JAVA version of PlanetCAD's proprietary Web
framework. As a percent of total revenue, research and development expense
increased to 270% for the nine month period ended September 30, 2000 from 118%
for the comparable prior year periods.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
increased 760% to $1.2 million for the nine month period ended September 30,
2000 from $141,000 for the same period in 1999. The increase in general and
administrative expenses is due to increased staffing and legal costs to support
the Prescient products as well as support for the increased activities in the
development of the Company's Web infrastructure for engineering services. As a
percent of total revenue, general and administrative expense increased to 74%
for the nine month period ended September 30, 2000, from 22% for the comparable
prior year period.
IN-PROCESS RESEARCH AND DEVELOPMENT. In-process research and development expense
of $332,000 in the nine months ended September 30, 2000 relates to the
acquisition of certain assets and liabilities of Prescient Technologies. There
was no acquired in-process research and development expense for the comparable
prior period.
DISCONTINUED OPERATIONS, COMPONENT SOFTWARE. For the nine months ended September
30, 2000 net loss from discontinued operations increased to $3.4 million from
$229,000 reported in the comparable period in the prior year. The increase in
net loss is primarily due to decreased revenue due in part to increased
resistance to upfront license fees by software developers in an increasingly
competitive market, as well as from changes to the Company's pricing model for
its component software products. Under the new pricing model, component
licensees pay only recurring fixed and variable partner fees upon the release
and shipment of a software application that incorporates the Company's component
software.
THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 1999
REVENUE. Total revenue for the quarter ended September 30, 2000, increased 654%
to $1.3 million from $178,000 reported for the quarter ended September 30, 1999.
License fees and royalties increased 887% to $1.0 million for the third quarter
of 2000 from $105,000 reported in the third quarter of 1999. The increase in
license fees and royalties for the quarter ended September 30, 2000, as compared
to the comparable prior year quarter is attributable to products acquired in the
July 2000 acquisition of Prescient. Service revenue increased 321% to $307,000
for the quarter ended September 30, 2000 as compared to $73,000 reported for the
quarter ended September 30, 1999 primarily due to increased services to former
Prescient customers.
COST OF REVENUE. Total cost of revenue increased to $497,000 for the quarter
ended September 30, 2000 from $41,000 reported for the quarter ended September
30, 1999. The increase in cost of revenue was primarily due to increased
customer support costs associated with the Prescient acquisition. As a percent
of total revenue, cost of revenue increased to 37% for the three months ended
September 30, 2000 as compared to 23% for the comparable period in 1999.
OPERATING EXPENSES. For the three month period ended September 30, 2000, total
operating expenses increased 428% to $4.2 million from $787,000 reported in the
comparable prior year period. The increase in total operating expenses was
primarily due to increased staffing costs associated with the acquisition of
Prescient as well as increased staffing to support the development of the
Company's Web infrastructure for engineering services. Operating expenses also
include an expense of approximately $700,000 for outside consulting services
related to development of the JAVA version of PlanetCAD's proprietary Web
framework. As a percent of total revenue, total operating expenses decreased to
309% for the three months ended September 30, 2000, as compared to 442% for the
comparable period in 1999.
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<PAGE> 11
SALES AND MARKETING EXPENSE. Sales and marketing expense increased 313% to $1.1
million for the quarter ended September 30, 2000 as compared to $255,000 for the
same prior year quarter. Increased sales and marketing expense for the quarter
in 2000 as compared to the same quarter in 1999 was due to increased marketing
efforts, including advertising, for the Company's Web infrastructure and related
Internet-based engineering services. As a percent of total revenue, sales and
marketing expense decreased to 78% for the third quarter of 2000 as compared to
143% for the second quarter of 1999.
RESEARCH AND DEVELOPMENT EXPENSE. Research and development expense increased
380% to $2.3 million for the quarter ended September 30, 2000 from $488,000
reported in the same prior year quarter. Increased research and development
expense was due to increased staffing in support of the Company's continued
development of its Web infrastructure for engineering services which includes
the following application services: 3Dshare.com, Bits2Parts.com and
3Dpublish.com as well as products in the Prescient product line. In addition,
research and development expense for the period also includes an expense of
approximately $700,000 for outside consulting services related to development of
the JAVA version of PlanetCAD's proprietary Web framework. As a percent of total
revenue, research and development expense decreased to 174% for the three month
period ended September 30, 2000, from 274% for the comparable prior year period.
GENERAL AND ADMINISTRATIVE EXPENSE. General and administrative expense increased
870% to $427,000 for the quarter ended September 30, 2000 from $44,000 for the
same quarter of 1999. The increase in general and administrative expense is due
to increased staffing and legal costs to support the Prescient products as well
as support for the increased activities in the development of the Company's Web
infrastructure for engineering services. As a percent of total revenue, general
and administrative expenses increased to 32% for the three month period ended
September 30, 2000, as compared to 25% for the comparable prior year period.
IN-PROCESS RESEARCH AND DEVELOPMENT. In-process research and development expense
of $332,000 in the quarter ended September 30, 1999 relates to the acquisition
of certain assets and liabilities of Prescient.
DISCONTINUED OPERATIONS, COMPONENT SOFTWARE. For the three months ended
September 30, 2000 discontinued operations showed a $2.2 million loss as
compared to $140,000 in income reported in the comparable prior year period. The
increase in net loss is primarily due to decreased revenue due in part to
increased resistance to upfront license fees by software developers in an
increasingly competitive market, as well as from changes to the Company's
pricing model for its component software products. Under the new pricing model,
component licensees pay only recurring fixed and variable partner fees upon the
release and shipment of a software application that incorporates the Company's
component software.
FLUCTUATIONS IN QUARTERLY RESULTS
The Company has experienced in the past and expects to continue to
experience in the future significant fluctuations in quarterly operating results
due to a number of factors that are difficult to forecast, including, among
others, the volume of orders received within a quarter, demand for the Company's
products, the product mix purchased by the Company's customers, competing
capital budget considerations of the Company's customers, introduction and
enhancement of products by the Company and its competitors, market acceptance of
new products, reviews in the industry press concerning the products of the
Company or its competitors, changes or anticipated changes in pricing by the
Company or its competitors and general economic conditions. Due to the foregoing
factors, it is possible that the Company's operating results for some future
quarters may fall below the expectations of securities analysts and investors.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2000, the Company had $1.2 million in cash and cash
equivalents. Cash and cash equivalents decreased $96,000 for the nine months
ended September 30, 2000, as compared to a decrease of $1.8 million for the
comparable prior year period. The decrease in cash is primarily due to the net
loss of $10.6 million offset by $6.9 million received in a private equity
transaction and a $2 million loan from
11
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Dassault. In a private equity transaction, the Company sold 1.9 million shares
of common stock at a price of $3.60 per share and warrants to purchase 1.2
million shares of common stock for $0.05 per share. The $2 million loan received
from Dassault was obtained in connection with the Company's sale of its
component software division to Dassault which was repaid by the Company as an
offset against the purchase price received from Dassault at the closing of the
sale transaction.
Net cash used by operating activities was $7.3 million for the nine month
period ended September 30, 2000 as compared to net cash used in operations of
$635,000 for the nine month period ended September 30, 1999. Net cash used by
operations in 2000 was primarily the result of the net loss for the nine month
period ended September 30, 2000 partially offset by increased accounts payable.
Cash used in operations in the nine month period ended September 30, 1999 was
primarily the result of increased accrued liabilities associated with cash
payments made by the Company to Sven Technologies, Inc. in the third and fourth
quarters of 1999 in connection with the Sven Technologies, Inc. acquisition,
partially offset by increased accounts receivable and decreased accounts
payable. In June 1999, the Company acquired certain assets and liabilities of
Sven Technologies, Inc. for a total consideration of $1.4 million, including
$500,000 cash and 193,861 shares of common stock and a warrant to purchase
250,000 shares of common stock at $12.50 per share.
Net cash used by investing activities totaling $1.8 million for the nine
month period ended September 30, 2000 reflects $1.2 million used for equipment
purchases, $518,000 used for purchased computer software and $100,000 used in
connection with the Prescient acquisition. Net cash used for investing
activities during the nine months ended September 30, 1999 includes $525,000 for
equipment purchases and $694,000 for purchased computer software including
$500,000 in connection with the Sven acquisition.
Net cash provided by financing activities was $9.1 million for the nine
months ended September 30, 2000, due to proceeds from the $7.1 million equity
transaction in February 2000 as well as proceeds from a $2 million loan from
Dassault. Net cash provided by financing activities for the nine month period
ended September 30, 1999 was $34,000 reflecting cash used for principal payments
on debt partially offset by proceeds from the issuance of common stock in
connection with the exercise of employee stock options.
In November 2000, the Company's shareholders approved plans to sell the
assets of its component software business to Dassault Systemes in a cash
transaction of $25 million, subject to certain purchase price adjustments. In
addition, certain cross licensing agreements for component and Internet
technologies were executed as part of the transaction. In connection with this
transaction, Dassault Systemes increased its minority investment in the Company
through the purchase of 555,556 shares of the Company's common stock for a total
consideration of $2 million. Management believes that cash from the sales of the
component software business, together with existing cash and cash generated from
operations, will be sufficient to meet the Company's operating and capital
requirements for the foreseeable future including at least the next twelve
months.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings:
None
Item 2. Changes in Securities:
On July 12, 2000, the Company issued 300,000 shares of common stock to
Prescient Technologies, Inc. in partial consideration for certain
assets of Prescient pursuant to an asset purchase agreement, dated June
28, 2000, by and among the Company, Prescient and Stone & Webster
Incorporated. Additionally, 50,000 shares of common stock were placed
into escrow, pursuant to the terms of the asset purchase agreement, to
be released to Prescient upon the attainment of certain performance
objectives relating to the execution of certain customer contracts. The
sale and issuance of such shares was deemed to be exempt from
registration under the Securities Act pursuant to Section 4(2) thereof.
The recipients represented their intention to acquire the securities
for investment only. Appropriate legends are affixed to the stock
certificates issued in such transaction. The recipient either received
adequate information about the Company or had access to such
information. The transaction did not involve general solicitation or
general advertising. There was no underwriter involved in the issuance
of the shares and no commissions were paid to any person.
Item 3. Defaults on Senior Securities:
Not Applicable
Item 4. Submission of Matters to Vote of Security Holders:
None
Item 5. Other Information:
None
Item 6. Exhibits and Reports on Form 8-K:
a) Exhibits
27 - Financial Data Schedule
b) Reports on Form 8-K filed during the third quarter 2000 and
through filing of this Form 10-QSB:
Form 8-K, dated October 17, 2000, providing notification of the
Company's acquisition of Prescient Technologies, Inc. from
Stone & Webster Incorporated.
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SIGNATURES
In accordance with the requirements of the Securities and Exchange Act
of 1934, the issuer has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
PLANETCAD INC.
Date: November 17, 2000 /s/ R. Bruce Morgan
--------------------- ---------------------------------------
R. Bruce Morgan
President, Chief Executive Officer, and
Director (Principal Executive and
Financial and Accounting Officer)
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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27 Financial Data Schedule
