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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, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________________ to __________________
Commission file number 0-21985
SEEC, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
PENNSYLVANIA 55-0686906
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
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5001 BAUM BOULEVARD, PITTSBURGH, PENNSYLVANIA 15213
(Address of Principal Executive Offices) (Zip Code)
(412) 682-4991
(Registrant'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 Securities Exchange Act of
1934 during the preceding 12 months (or 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:
<TABLE>
<CAPTION>
CLASS OUTSTANDING AT OCTOBER 31, 1997
- ----------------------------- --------------------------------
<S> <C>
Common Stock, $.01 par value 5,003,096
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SEEC, INC.
FORM 10-Q
TABLE OF CONTENTS
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PAGE
NUMBER
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PART 1--FINANCIAL INFORMATION
Item 1. Financial Statements
Statements of Income for the three months
and six months ended September 30, 1997 and 1996............................... 2
Condensed Balance Sheets as of September 30, 1997 and March 31, 1997............. 3
Condensed Statements of Cash Flows for the six months
ended September 30, 1997 and 1996.............................................. 4
Notes to Unaudited Financial Statements.......................................... 5-6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations............................................................... 6-10
PART 2--OTHER INFORMATION............................................................. 11
Item 1. Legal Proceedings............................................................. 11
Item 2. Changes in Securities......................................................... 11
Item 3. Defaults Upon Senior Securities............................................... 11
Item 4. Submission of Matters to a Vote of Security Holders........................... 11
Item 5. Other Information............................................................. 11
Item 6. Exhibits and Reports on Form 8-K.............................................. 11
SIGNATURES............................................................................ 12
</TABLE>
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PART I--FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SEEC, INC.
STATEMENTS OF INCOME
(UNAUDITED)
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<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------------- ----------------------------
1997 1996 1997 1996
-------------- --------- -------------- ---------
(CONSOLIDATED) (CONSOLIDATED)
<S> <C> <C> <C> <C>
REVENUES:
Software license and maintenance
fees.............................. $1,937,310 $ 315,102 $4,012,137 $ 451,121
Professional services--product
related........................... 435,247 146,347 659,339 266,391
Professional services--other......... 40,348 176,330 118,088 371,999
--------- --------- --------- ---------
Total revenues.................... 2,412,905 637,779 4,789,564 1,089,511
--------- --------- --------- ---------
OPERATING EXPENSES:
Cost of revenues:
Software license and maintenance
fees............................ 333,398 62,835 614,219 94,086
Professional services--product
related......................... 381,541 80,277 584,080 135,427
Professional services--other...... 39,217 154,135 115,760 302,708
--------- --------- --------- ---------
Total cost of revenues....... 754,156 297,247 1,314,059 532,221
General and administrative........... 419,541 56,772 783,516 86,989
Sales and marketing.................. 943,212 188,117 1,719,315 276,221
Research and development............. 239,638 73,883 443,044 137,810
--------- --------- --------- ---------
Total operating expenses.......... 2,356,547 616,019 4,259,934 1,033,241
--------- --------- --------- ---------
INCOME FROM OPERATIONS................. 56,358 21,760 529,630 56,270
--------- --------- --------- ---------
INTEREST INCOME (EXPENSE):
Interest expense..................... (8,643) (13,110) (17,444) (31,438)
Interest income...................... 179,332 4,993 363,583 7,184
--------- --------- --------- ---------
Net interest income (expense)..... 170,689 (8,117) 346,139 (24,254)
--------- --------- --------- ---------
INCOME BEFORE INCOME TAXES............. 227,047 13,643 875,769 32,016
PROVISION FOR INCOME TAXES............. -- -- -- --
--------- --------- --------- ---------
NET INCOME............................. $ 227,047 $ 13,643 $ 875,769 $ 32,016
========= ========= ========= =========
Net income per common share............ $ 0.04 $ -- $ 0.17 $ 0.01
========= ========= ========= =========
Weighted average number of common and
common equivalent shares
outstanding.......................... 5,346,200 2,912,217 5,305,370 2,912,217
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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SEEC, INC.
BALANCE SHEETS
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<CAPTION>
SEPTEMBER 30, MARCH 31,
1997 1997
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(CONSOLIDATED) (AUDITED*)
(UNAUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents...................................... $ 1,128,539 $ 3,811,401
Short-term investments......................................... 10,239,620 8,987,771
Accounts receivable:
Trade, net.................................................. 3,697,556 872,363
Affiliate................................................... 207,867 84,142
Prepaid expenses............................................... 173,611 178,210
----------- -----------
Total current assets........................................ 15,447,193 13,933,887
EQUIPMENT, NET................................................... 264,057 119,565
INVESTMENT IN AFFILIATE.......................................... 5,000 5,000
----------- -----------
$15,716,250 $14,058,452
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable:
Trade....................................................... $ 545,979 $ 306,778
Affiliate................................................... 39,698 23,650
Accrued royalties.............................................. 464,867 90,509
Accrued compensation........................................... 425,800 21,890
Accrued interest............................................... 21,185 15,546
Deferred maintenance revenue................................... 659,610 122,378
Other current liabilities...................................... 227,076 82,558
Current maturities of long-term debt........................... -- 120,000
----------- -----------
Total current liabilities................................... 2,384,215 783,309
Long-term debt, less current maturities.......................... -- 120,000
Advance royalty.................................................. -- 780,552
Accrued royalties................................................ -- 30,331
----------- -----------
Total liabilities........................................... 2,384,215 1,714,192
----------- -----------
SHAREHOLDERS' EQUITY:
Preferred stock--no par value; 10,000,000 shares authorized;
none outstanding
Common stock--$.01 par value; 20,000,000 shares authorized;
5,003,096 and 5,000,833 shares issued and outstanding at
September 30, 1997, and March 31, 1997, respectively........ 50,031 50,008
Additional paid-in capital..................................... 14,505,986 14,489,601
Accumulated deficit............................................ (1,251,980) (2,127,749)
Unrealized gains (losses) on investments....................... 27,998 (67,600)
----------- -----------
Total shareholders' equity.................................. 13,332,035 12,344,260
----------- -----------
$15,716,250 $14,058,452
=========== ===========
</TABLE>
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* Condensed from audited financial statements
The accompanying notes are an integral part of these financial statements.
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SEEC, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
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<CAPTION>
SIX MONTHS ENDED
SEPTEMBER 30,
----------------------------
1997 1996
-------------- ----------
(CONSOLIDATED)
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CASH FLOWS USED BY OPERATING ACTIVITIES............................. $(1,124,373) $ (20,498)
----------- ----------
CASH FLOWS USED BY INVESTING ACTIVITIES:
Purchase of equipment............................................. (178,646) (15,849)
Purchase of short-term investments................................ (1,156,251) --
----------- ----------
Net cash used by investing activities.......................... (1,334,897) (15,849)
----------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of long-term debt....................................... (240,000) --
Proceeds from sale of common stock and exercise of common stock
warrants and options........................................... 16,408 747,440
----------- ----------
Net cash provided (used) by financing activities............... (223,592) 747,440
----------- ----------
Net increase (decrease) in cash and cash equivalents................ (2,682,862) 711,093
CASH AND CASH EQUIVALENTS:
Beginning of period............................................... 3,811,401 110,841
----------- ----------
End of period..................................................... $ 1,128,539 $ 821,934
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</TABLE>
The accompanying notes are an integral part of these financial statements.
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SEEC, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The September 30, 1997 financial statements include the accounts of SEEC
Europe Ltd., SEEC, Inc.'s wholly-owned subsidiary organized on April 28, 1997.
All significant intercompany balances and transactions have been eliminated in
consolidation.
In the opinion of the management of the Company, these unaudited, interim
financial statements include all adjustments, consisting only of normal
recurring adjustments, considered necessary for a fair presentation of operating
results for the three-month and six-month periods ended September 30, 1997 and
1996. Results for the interim periods are not necessarily indicative of results
for the full year. The accompanying statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and pursuant to the rules and regulations of the Securities and Exchange
Commission and therefore do not include all information and footnotes required
by generally accepted accounting principles for complete financial statements.
Accordingly, the information contained in this Form 10-Q should be read in
conjunction with the financial statements and notes thereto for the fiscal year
ended March 31, 1997 included in the Company's Form 10-K as filed with the
Securities and Exchange Commission.
2. REVENUE RECOGNITION
The Company recognizes software license fees upon shipment of the software
to the customer. Revenues from software maintenance are deferred and recognized
on a straight-line basis over the contract support period, which is typically
one year. Software maintenance contracts are generally renewable on an annual
basis, although the Company also negotiates long-term maintenance contracts from
time to time. Revenues from professional services are recognized as the
reengineering, consulting, training or other services are provided, or on
achievement of performance milestones, depending on the nature of the services
or contract.
3. INITIAL PUBLIC OFFERING
On January 27, 1997, the Company closed the offering of 1,800,000 shares of
common stock at a price of $7.25 per share. Furthermore, on February 5, 1997,
the underwriters exercised an option to purchase an additional 270,000 shares at
$7.25 per share, to cover over-allotments. Net proceeds to the Company from the
sale of the total 2,070,000 shares of common stock, after deduction of
underwriting discounts and offering expenses, were approximately $13 million.
4. NET INCOME PER COMMON SHARE
Net income per common and common equivalent share, using the weighted
average number of common and common equivalent shares outstanding, was computed
in accordance with Securities and Exchange Commission Staff Accounting Bulletin
No. 83 (SAB 83) by applying the treasury stock method. Pursuant to SAB 83,
common and common equivalent shares issued by the Company during the 12 months
immediately preceding a proposed public offering at prices substantially below
the initial public offering price, together with common share equivalents which
result from the grant of common stock options having exercise prices
substantially below the initial public offering price during the same period,
have been included in the calculation of the shares used in computing net income
per share for the three-month and six-month periods ended September 30, 1996.
5. LONG-TERM DEBT
At June 30, 1997 the Company paid in full its outstanding principal and
interest obligations under the term loan agreement with ICICI. The loan, which
had an original principal balance of $300,000 and a balance of $240,000 as of
March 31, 1997, and which bore interest at the prime rate plus 2.5% (with a
ceiling of 9%), had been scheduled to be repaid in quarterly principal
installments of $30,000 through March 1999.
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6. ADVANCE ROYALTY
Effective December 1, 1993, the Company entered into a five-year license
agreement (the License Agreement) with VIASOFT, Inc. ("VIASOFT") which generally
granted to VIASOFT a worldwide license to use and market certain of the
Company's products on a private label basis. The License Agreement provided,
among other things, for royalties of up to 30% of any license or maintenance
fees related to licensed products and minimum advance royalty payments totaling
$900,000 during the 18-month exclusivity period which expired on May 31, 1995.
The advance royalty of $900,000 was being recognized as income as copies of the
licensed products were delivered to VIASOFT for resale, and, to a lesser extent,
as royalties on the related maintenance revenues were reported to the Company by
VIASOFT.
The Company gave notice to VIASOFT on December 3, 1996 of its intention to
terminate the License Agreement as a result of VIASOFT's not making additional
minimum royalty payments of at least $1,000,000 during the preceding 12 months,
as required by the License Agreement. The Company had received notice from
VIASOFT that it did not intend to extend the Agreement by making such minimum
payments and acknowledging that the Agreement would terminate effective June 4,
1997.
The License Agreement had provided that, upon termination, the Company
would be obligated to deliver to VIASOFT that number of copies of the licensed
products equal to the balance of the advance royalty divided by the applicable
licensed product royalty amounts. At such time as these copies were delivered to
VIASOFT, the Company would recognize as income the balance of the advance
royalty.
On June 30, 1997, the Company received formal notice from VIASOFT that no
further copies of the licensed products were to be delivered to VIASOFT, and
that the Company was relieved of such obligation under the terms of the License
Agreement. Accordingly, the $780,552 balance of the advance royalty was
recognized as software license revenue in the quarter ended June 30, 1997, and
that revenue is included in the six-month period ended September 30, 1997.
7. INCOME TAXES
No provision for income taxes was recorded for the three-month and
six-month periods ended September 30, 1997 and 1996 due to the Company's net
operating loss position. The Company's net deferred tax asset is offset by a
valuation allowance of the same amount since the Company has not determined that
it is more likely than not that it will be realized.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
The Company was founded in 1988 to develop tools and solutions for
maintenance and redevelopment of legacy COBOL applications. The Company now
provides enterprise solutions using a suite of software products for maintaining
and redeveloping legacy system applications and related databases, including
solutions for the migration of existing legacy applications from mainframe to
client/server environments. SEEC's enterprise solutions and software products
are designed to minimize the time and cost of legacy system maintenance and
redevelopment by automating various functions and utilizing well-defined
methodologies and repeatable processes.
The Company's software products, including those based on the Company's
core source code analysis technology, automate many of the procedures required
for maintaining and redeveloping mainframe-based legacy software systems,
including year 2000 conversion. In 1992, SEEC introduced the first PC
Windows-based product for COBOL maintenance and redevelopment as an alternative
to existing mainframe-based tools. The Company's products analyze and modify
source code, which is downloaded from the mainframe to a PC/LAN Microsoft
Windows environment where it is stored in application dictionaries for
performance of maintenance and redevelopment functions. SEEC has also developed
software products that enable customers to extract business rules and functions
from legacy applications for reuse in object-oriented client/server
environments. SEEC markets and sells its enterprise solutions and products
primarily to Fortune 1000 companies and similarly-sized business and
governmental organizations. SEEC also licenses its products to third party
service providers.
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The Company derives its revenue from software license and maintenance fees
and professional services fees. Product-related services, typically provided to
customers in conjunction with the sale of software licenses, include consulting
and training services. Product-related services also include reengineering
services, which the Company provides under time and materials and fixed-price
contracts. Other professional services are primarily programming services,
provided on a contract basis.
COMPARISON OF QUARTER AND SIX MONTHS ENDED SEPTEMBER 30, 1997 AND SEPTEMBER 30,
1996
References to the second quarter of fiscal 1998 and the second quarter of
fiscal 1997 refer to the three months ended September 30, 1997 and September 30,
1996, respectively.
REVENUES. Total revenues for the second quarter of fiscal 1998 were
$2,413,000 compared to $638,000 for the second quarter of fiscal 1997, an
increase of $1,775,000 or 278%. For the six months ended September 30, 1997
total revenues were $4,790,000 compared to $1,090,000 for the six months ended
September 30, 1996, an increase of $3,700,000 or 339%. The increases in revenues
resulted primarily from increases in software license and maintenance fees,
including approximately $781,000 attributable to the revenue recognition of the
advance royalty from VIASOFT, as discussed in Note 6 to the financial
statements. The increases also resulted, to a lesser extent, from increased
professional services--product related revenues which was offset, in substantial
part, by a planned decrease in professional services--other revenues.
Software license and maintenance fees were $1,937,000 for the second
quarter of fiscal 1998 compared to $315,000 for the second quarter of fiscal
1997, an increase of $1,622,000 or 515%. For the six months ended September 30,
1997, software license and maintenance fees were $4,012,000 compared to $451,000
for the six months ended September 30, 1996, an increase of $3,561,000 or 790%.
The increases in software license and maintenance fees are attributable to
increased demand for the Company's products and solutions resulting from (1) the
Company's recent build-up of its sales and marketing infrastructure to market
its products and solutions directly to end users, (2) increased customer
awareness of the year 2000 problem, and (3) expanded distribution of the
Company's products and solutions through third party service providers and its
distributor. The increase for the first six months of fiscal 1998 also resulted
from the revenue recognition of the $781,000 advance royalty from VIASOFT, which
occurred in the first quarter of fiscal 1998, compared to $5,000 and $12,000 of
revenues from VIASOFT in the second quarter and first six months of fiscal 1997,
respectively.
Professional services--product related revenues were $435,000 for the
second quarter of fiscal 1998 compared to $146,000 for the second quarter of
fiscal 1997, an increase of $289,000 or 198%. For the six months ended September
30, 1997 professional services--product related revenues were $659,000 compared
to $266,000 for the six months ended September 30, 1996, an increase of $393,000
or 148%. These increases are primarily attributable to services related to the
acceptance of the Company's Smart Change process and software products and
increased year 2000 assessment and remediation services performed in the fiscal
1998 periods.
Revenues from professional services--other were $40,000 for the second
quarter of fiscal 1998 compared to $176,000 for the second quarter of fiscal
1997, a decrease of $136,000 or 77%. For the six months ended September 30, 1997
revenues from professional services--other were $118,000 compared to $372,000
for the six months ended September 30, 1996, a decrease of $254,000 or 68%. The
Company has been re-directing its programming resources to meet increased demand
for its year 2000 products and services. As a result, revenues from professional
services--other have been steadily decreasing since the second quarter of fiscal
1997.
COST OF REVENUES. Cost of revenues includes cost of software license and
maintenance fees, cost of professional services--product related, and cost of
professional services--other. Included in the cost of software license and
maintenance fees and cost of professional services--product related, are
royalties which the Company pays to ICICI for each product sold or service
provided, and to VIASOFT for certain products. Through December 31, 1996 the
Company also paid royalties to ERA. Such royalty payments were eliminated
effective January 1, 1997 by mutual agreement between the Company and ERA.
The Company's total cost of revenues was $754,000 for the second quarter of
fiscal 1998, compared to $297,000 for the second quarter of fiscal 1997, an
increase of $457,000 or 154%. For the six months ended September 30, 1997, total
cost of revenues was $1,314,000 compared to $532,000 for the six months ended
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September 30, 1996, an increase of $782,000 or 147%. These increases are
primarily attributable to the additional costs of royalties and personnel
required to provide customer support and year 2000 services. The additional
royalty and personnel costs are both directly related to increased revenues.
Cost of software license and maintenance fees was $333,000 for the second
quarter of fiscal 1998 compared to $63,000 for the second quarter of fiscal
1997, an increase of $270,000 or 429%. For the six months ended September 30,
1997, cost of software license and maintenance fees was $614,000 compared to
$94,000 for the six months ended September 30, 1996, an increase of $520,000 or
553%. These increases are primarily attributable to increased royalty expenses,
particularly royalties payable to ICICI. Royalty expense is calculated as a
percentage of revenues from sales of software products specified in the ICICI
and VIASOFT agreements. In addition, the Company incurred increased costs for
customer support related to additional maintenance contracts entered into in the
fiscal 1998 periods.
Professional services--product related costs were $382,000 for the second
quarter of fiscal 1998 compared to $80,000 for the second quarter of fiscal
1997, an increase of $302,000 or 378%. For the six months ended September 30,
1997, professional services--product related costs were $584,000 compared to
$135,000 for the six months ended September 30, 1996, an increase of $449,000 or
333%. These increases are primarily attributable to services related to the
acceptance of the Company's Smart Change Factory solution and increased year
2000 assessment and remediation services performed in the fiscal 1998 periods.
The Company has been developing its professional services infrastructure to
address increasing demand for year 2000 products and solutions.
Professional services--other costs were $39,000 for the second quarter of
fiscal 1998 compared to $154,000 for the second quarter of fiscal 1997, a
decrease of $115,000 or 75%. For the six months ended September 30, 1997,
professional services--other costs were $116,000 compared to $303,000 for the
six months ended September 30, 1996, a decrease of $187,000 or 62%. The
decreases correspond to the decline in contract programming services provided in
the fiscal 1998 periods.
The Company's total gross margin (total revenues less total cost of
revenues) as a percentage of revenues was 69% and 73% for the second quarter and
six months ended September 30, 1997, respectively, compared to 53% and 51% for
the second quarter and six months ended September 30, 1996, respectively. The
increases in the total gross margin percentages between the respective fiscal
1998 and fiscal 1997 periods reflect proportionate changes in the components of
total revenues. Software license and maintenance fees, which have higher gross
margins than professional services fees, comprised 80% or more of total revenues
in the fiscal 1998 periods presented, compared to less than 50% of total
revenues in the fiscal 1997 periods presented.
Gross margin percentages were 83% and 80% for software license and
maintenance fees, 12% and 45% for professional services--product related, and 3%
and 13% for professional services--other, for the second quarters of fiscal 1998
and 1997, respectively. For the six months ended September 30, 1997 and 1996,
gross margin percentages were 85% and 79% for software license and maintenance
fees, 11% and 49% for professional services--product related, and 2% and 19% for
professional services--other, respectively.
The gross margin percentages for software license and maintenance fees will
fluctuate depending on the mix of software products and the varying royalty
expenses associated with those products. The percentages for the fiscal 1998
periods presented were favorably impacted by the discontinuation of the
royalties payable to ERA, effective January 1, 1997, as discussed above.
Offsetting that impact, in part, were the increased costs of providing customer
support in the fiscal 1998 periods, also discussed above.
The gross margin percentages for professional services--product related
will vary depending on the type of services provided and the timing and amount
of costs incurred to build up the professional services infrastructure. Services
that have higher degrees of automation, such as year 2000 inventory and impact
assessments, typically require fewer professional hours to perform than services
involving planning, source code remediation or testing. Furthermore, the
Company's pricing for product-related services will vary based on the complexity
and scope of the engagement, and competitive considerations. The professional
services--product related gross margin percentages of 12% and 11% for the second
quarter and first six months of fiscal 1998 reflect additional costs incurred
for recruiting, hiring, training and purchasing equipment for new professionals.
The Company has been
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building its professional services infrastructure, typically in advance of
contract signing and commencement of services, so that adequate resources are
available to meet the increasing demand for year 2000 services. While these
costs are likely to recur, the timing and amounts are expected to fluctuate from
period to period and will therefore have a varying impact on gross margin
percentages. Finally, the gross margin percentages of 45% and 49% in the second
quarter and first six months of fiscal 1997 were higher due to a greater level
of automated services performed in those periods, as compared to the fiscal 1998
periods.
The gross margin percentages for professional services--other fluctuate
based on the prices of the individual service contracts, the Company's payroll
and other costs of professional staff providing the services, and the
proportionate contribution of each contract to the total revenue for this
category in a period.
SALES AND MARKETING. Sales and marketing expenses consist primarily of
salaries, incentive compensation and related benefits of the Company's sales,
sales support, and marketing personnel, plus the costs of travel, advertising,
and other promotional activities. Sales and marketing expenses were $943,000 for
the second quarter of fiscal 1998 compared to $188,000 for the second quarter of
fiscal 1997, an increase of $755,000 or 402%. For the six months ended September
30, 1997, sales and marketing expenses were $1,719,000 compared to $276,000 for
the six months ended September 30, 1996, an increase of $1,443,000 or 523%.
These increases are due primarily to the Company's decision to increase the
direct sales and marketing of its products and solutions to customers to address
year 2000 revenue opportunities. Spending accelerated in the latter part of
fiscal 1997 and continued through the second quarter of fiscal 1998, as funds
raised in the Company's initial public offering were used to recruit and hire
personnel, to add domestic and international sales offices and to increase
market awareness of the Company's products and solutions through expanded
advertising, participation in trade shows and conferences, and other promotional
activities.
GENERAL AND ADMINISTRATIVE. General and administrative expenses include
the costs of general management, finance, legal, accounting, office rent,
communications, and other administrative functions of the Company. General and
administrative expenses were $420,000 for the second quarter of fiscal 1998
compared to $57,000 for the second quarter of fiscal 1997, an increase of
$363,000 or 637%. For the six months ended September 30, 1997 general and
administrative expenses were $784,000 compared to $87,000 for the six months
ended September 30, 1996, an increase of $697,000 or 801%. These increases are
due primarily to the Company's expanded operations and costs associated with
being a public company.
RESEARCH AND DEVELOPMENT. Total expenditures for research and development
were $240,000 for the second quarter of fiscal 1998 compared to $74,000 for the
second quarter of fiscal 1997, an increase of $166,000 or 224%. For the six
months ended September 30, 1997 research and development expenses were $443,000
compared to $138,000 for the six months ended September 30, 1996, an increase of
$305,000 or 221%. Expenditures for research and development vary depending upon
the number and size of projects underway at any time, their stage of
development, and the in-house versus off-shore components of the project costs.
The Company utilizes the resources of ERA, its off-shore affiliate in India, for
certain research and development. Furthermore, during the second quarter and six
months ended September 30, 1996, the Company had temporarily re-directed some
professional research and development staff to meet the increased demand for
year 2000 services.
INTEREST EXPENSE. Interest expense was $9,000 for the second quarter of
fiscal 1998 compared to $13,000 for the second quarter of fiscal 1997, a
decrease of $4,000 or 31%. For the six months ended September 30, 1997 interest
expense was $17,000 compared to $31,000 for the six months ended September 30,
1996, a decrease of $14,000 or 45%. Until July 1996, interest expense included
interest on notes and advances payable to certain directors and shareholders,
and on deferred salaries of two officers and shareholders. These
interest-bearing obligations were converted to shares of the Company's common
stock in July 1996. Interest on the Company's indebtedness to ICICI is included
in interest expense for the quarter and six months ended September 30, 1996. As
discussed in Note 5 to the financial statements above, the ICICI indebtedness
was paid in full at June 30, 1997. Thus, only three months of such interest
expense are included in the six months ended September 30, 1997, and no such
interest expense is included in the second quarter of fiscal 1998. Interest
expense is also recognized on accrued but unpaid royalties to ICICI, and such
interest is included in all periods presented in the financial statements.
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INTEREST INCOME. Interest income was $179,000 in the second quarter of
fiscal 1998, compared to $5,000 in the second quarter of fiscal 1997, an
increase of $174,000. For the six months ended September 30, 1997, interest
income was $363,000 compared to $7,000 for the six months ended September 30,
1996, an increase of $356,000. The increases are due to interest earned on the
net proceeds from the Company's initial public offering in the fourth quarter of
fiscal 1997, which were invested in money market funds and high-grade bonds and
bond funds with average maturities of less than two years.
INCOME TAXES. No provision for income taxes was recorded for the periods
presented due to the Company's net operating loss position. As of March 31,
1997, the Company had available unused Federal and State net operating loss
carryforwards that may be applied to reduce future taxable income of
approximately $1,896,000 and $1,851,000, respectively. The net operating loss
carryforwards expire at various times beginning with the fiscal year ending
March 31, 1998 and extending through the fiscal year ending March 31, 2012.
Changes in the Company's ownership could result in an annual limitation on the
amount of carryforwards that may be utilized.
LIQUIDITY AND CAPITAL RESOURCES
In January and February 1997, the Company generated net proceeds of
approximately $13 million from its underwritten initial public offering and
subsequent exercise by the underwriters of an option to purchase additional
shares, to cover over-allotments. Since that time, the Company has been using
the net proceeds of the offering and cash flows for general operating expenses,
expansion of the sales and marketing infrastructure, equipment purchases,
internal research and development funding and for hiring personnel to perform
year 2000 compliance services.
Total cash, cash equivalents and short-term investments were $11,368,000 at
September 30, 1997 compared to $12,799,000 at March 31, 1997. Net cash used by
operating activities was $1,124,000 for the six months ended September 30, 1997.
In addition, the Company used $179,000 to purchase equipment and $240,000 to
retire debt in the six months ended September 30, 1997. Total working capital at
September 30, 1997 was $13,063,000 compared to $13,151,000 at March 31, 1997.
Management believes that cash flows from operations and the current cash
balances and short-term investments will be sufficient to meet the Company's
cash flow needs for the next twelve months and the foreseeable period
thereafter. In the longer term, the Company may require additional sources of
liquidity to fund future growth. Such sources of liquidity may include
additional equity offerings or debt financing.
SEASONALITY
The Company's operations are not affected by seasonal fluctuations,
although the Company's cash flows may at times be affected by fluctuations in
the timing of cash receipts from large contracts.
10
<PAGE> 12
PART II--OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS--NOT APPLICABLE
ITEM 2. CHANGES IN SECURITIES--NOT APPLICABLE
ITEM 3. DEFAULTS UPON SENIOR SECURITIES--NOT APPLICABLE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) On August 8, 1997, the Company held its 1997 Annual Meeting of Shareholders.
(b) Directors elected at the August 8, 1997 Annual Meeting were Stanley A. Young
and Abraham Ostrovsky. Directors whose terms of office continued after the
meeting were Raj Reddy, Ravindra Koka, Radha R. Basu and John D. Godfrey.
(c) The following matters were voted upon at the Annual Meeting, with the
results indicated:
1. Election of Class I Directors:
<TABLE>
<CAPTION>
AUTHORITY BROKER
VOTED FOR WITHHELD NON-VOTES
--------- --------- ---------
<S> <C> <C> <C>
Stanley A. Young............................... 3,576,069 500 0
Abraham Ostrovsky.............................. 3,576,069 500 0
</TABLE>
2. Proposal to approve the SEEC, Inc. 1997 Stock Option Plan:
<TABLE>
<S> <C>
Votes for: 2,891,473
Votes against: 16,351
Abstentions: 87,484
</TABLE>
(d) Not applicable.
ITEM 5. OTHER INFORMATION
(a) On November 13, 1997, the Company filed a Form S-1 Registration Statement
with the Securities and Exchange Commission for a planned offering of
1,310,000 shares of Common Stock. Of that amount, 1,030,000 shares are to be
sold by the Company, and 280,000 shares are to be sold by certain of the
Company's shareholders (the "Selling Shareholders"). The Company will not
receive any of the proceeds from the sale of shares by the Selling
Shareholders.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
(27) Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed for the three months ended September
30, 1997.
11
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused the report to be signed on its behalf by the
undersigned thereunto duly authorized.
SEEC, Inc.
--------------------------------------
(Registrant)
Date: November 14, 1997
By: /s/ RAVINDRA KOKA
-----------------------------------
Ravindra Koka
President & Chief Executive Officer
By: /s/ RICHARD J. GOLDBACH
-----------------------------------
Richard J. Goldbach
Treasurer and Chief Financial Officer
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SEEC, INC.
UNAUDITED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1997
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-START> APR-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 1,128,539
<SECURITIES> 10,239,620
<RECEIVABLES> 3,930,423
<ALLOWANCES> (25,000)
<INVENTORY> 0
<CURRENT-ASSETS> 15,447,193
<PP&E> 378,095
<DEPRECIATION> (114,038)
<TOTAL-ASSETS> 15,716,250
<CURRENT-LIABILITIES> 2,384,215
<BONDS> 0
0
0
<COMMON> 50,031
<OTHER-SE> 13,282,004
<TOTAL-LIABILITY-AND-EQUITY> 15,716,250
<SALES> 3,817,875
<TOTAL-REVENUES> 4,789,564
<CGS> 614,219
<TOTAL-COSTS> 1,314,059
<OTHER-EXPENSES> 2,945,875
<LOSS-PROVISION> 17,166
<INTEREST-EXPENSE> 17,444
<INCOME-PRETAX> 875,769
<INCOME-TAX> 0
<INCOME-CONTINUING> 875,769
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 875,769
<EPS-PRIMARY> .17
<EPS-DILUTED> .17
</TABLE>
