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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 DECEMBER 31, 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)
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<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:
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<CAPTION>
CLASS OUTSTANDING AT FEBRUARY 12, 1998
- ----------------------------- --------------------------------
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Common Stock, $.01 par value 5,046,094
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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 Operations for the three months and nine months ended
December 31, 1997 and 1996................................................... 2
Condensed Balance Sheets as of December 31, 1997 and March 31, 1997............ 3
Condensed Statements of Cash Flows for the nine months ended
December 31, 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............................................................. 6-11
PART 2--OTHER INFORMATION........................................................... 12
Item 1. Legal Proceedings........................................................... 12
Item 2. Changes in Securities....................................................... 12
Item 3. Defaults Upon Senior Securities............................................. 12
Item 4. Submission of Matters to a Vote of Security Holders......................... 12
Item 5. Other Information........................................................... 12
Item 6. Exhibits and Reports on Form 8-K............................................ 12
SIGNATURES.......................................................................... 13
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PART I--FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SEEC, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
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THREE MONTHS ENDED NINE MONTHS ENDED
DECEMBER 31 DECEMBER 31
-------------------------- --------------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
(CONSOLIDATED) (CONSOLIDATED)
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REVENUES:
Software license and maintenance
fees.............................. $2,824,166 $ 394,909 $6,836,303 $ 846,030
Professional services--product
related........................... 592,017 181,232 1,251,356 447,622
Professional services--other......... 37,448 137,183 155,536 509,183
---------- ---------- ---------- ----------
Total revenues.................... 3,453,631 713,324 8,243,195 1,802,835
---------- ---------- ---------- ----------
OPERATING EXPENSES:
Cost of revenues:
Software license and maintenance
fees............................ 411,459 109,912 1,025,678 203,998
Professional services--product
related......................... 477,503 124,003 1,061,583 259,430
Professional services--other...... 29,916 123,673 145,676 426,381
---------- ---------- ---------- ----------
Total cost of revenues.......... 918,878 357,588 2,232,937 889,809
General and administrative........... 417,370 111,495 1,200,886 198,484
Sales and marketing.................. 1,285,215 189,401 3,004,530 465,622
Research and development............. 246,314 104,034 689,358 241,845
---------- ---------- ---------- ----------
Total operating expenses.......... 2,867,777 762,518 7,127,711 1,795,760
---------- ---------- ---------- ----------
INCOME (LOSS) FROM OPERATIONS.......... 585,854 (49,194) 1,115,484 7,075
---------- ---------- ---------- ----------
INTEREST INCOME (EXPENSE):
Interest expense..................... (7,918) (4,355) (25,362) (35,791)
Interest income...................... 156,207 8,209 519,790 15,392
---------- ---------- ---------- ----------
Net interest income (expense)..... 148,289 3,854 494,428 (20,399)
---------- ---------- ---------- ----------
INCOME (LOSS) BEFORE INCOME TAXES...... 734,143 (45,340) 1,609,912 (13,324)
PROVISION FOR INCOME TAXES............. 62,000 -- 62,000 --
---------- ---------- ---------- ----------
NET INCOME (LOSS)...................... $ 672,143 $ (45,340) $1,547,912 $ (13,324)
========== ========== ========== ==========
Net income (loss) per common share:
Basic............................. $ 0.13 $ (0.02) $ 0.31 $ (0.01)
========== ========== ========== ==========
Diluted........................... $ 0.13 $ (0.02) $ 0.29 $ (0.01)
========== ========== ========== ==========
Weighted average number of common and
common equivalent shares outstanding:
Basic............................. 5,010,574 2,594,928 5,005,129 2,594,928
========== ========== ========== ==========
Diluted........................... 5,336,421 2,636,188 5,312,228 2,636,188
========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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SEEC, INC.
CONDENSED BALANCE SHEETS
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DECEMBER 31, MARCH 31,
1997 1997
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(CONSOLIDATED) (AUDITED*)
(UNAUDITED)
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ASSETS
CURRENT ASSETS:
Cash and cash equivalents......................................... $ 1,801,330 $ 3,811,401
Short-term investments............................................ 9,925,659 8,987,771
Accounts receivable:
Trade, net...................................................... 4,388,445 872,363
Affiliate....................................................... 285,097 84,142
Prepaid expenses.................................................. 240,957 178,210
------------ -----------
Total current assets............................................ 16,641,488 13,933,887
EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET........................... 291,248 119,565
INVESTMENT IN AFFILIATE............................................. 5,000 5,000
------------ -----------
$ 16,937,736 $14,058,452
============ ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable:
Trade........................................................... $ 450,889 $ 306,778
Affiliate....................................................... 244,242 23,650
Accrued royalties................................................. 331,928 90,509
Accrued compensation.............................................. 670,813 21,890
Deferred maintenance revenue...................................... 755,566 122,378
Accrued Federal and state income taxes............................ 62,000 --
Other current liabilities......................................... 422,204 98,104
Current maturities of long-term debt.............................. -- 120,000
------------ -----------
Total current liabilities....................................... 2,937,642 783,309
Long-term debt, less current maturities............................. -- 120,000
Advance royalty..................................................... -- 780,552
Accrued royalties................................................... -- 30,331
------------ -----------
Total liabilities............................................... 2,937,642 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;
5,046,094 and 5,000,833 shares issued and outstanding at
December 31, 1997, and March 31, 1997, respectively............. 50,461 50,008
Additional paid-in capital........................................ 14,506,416 14,489,601
Accumulated deficit............................................... (579,837) (2,127,749)
Unrealized gains (losses) on investments.......................... 23,054 (67,600)
------------ -----------
Total shareholders' equity...................................... 14,000,094 12,344,260
------------ -----------
$ 16,937,736 $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.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
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NINE MONTHS ENDED
DECEMBER 31
----------------------------
1997 1996
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(CONSOLIDATED)
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CASH FLOWS USED BY OPERATING ACTIVITIES............................ $ (710,983) $(193,038)
------------ ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment............................................ (229,122) (33,538)
Purchase of short-term investments............................... (847,234) --
------------ ---------
Net cash used by investing activities......................... (1,076,356) (33,538)
------------ ---------
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.......................................... 17,268 747,440
------------ ---------
Net cash provided (used) by financing activities.............. (222,732) 747,440
------------ ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS............... (2,010,071) 520,864
CASH AND CASH EQUIVALENTS:
Beginning of period.............................................. 3,811,401 110,841
------------ ---------
End of period.................................................... $ 1,801,330 $ 631,705
============ =========
</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 December 31, 1997 financial statements include the accounts of SEEC
Europe Limited, SEEC, Inc.'s wholly-owned subsidiary organized 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 months and nine months ended December 31, 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, totaled approximately $13 million.
4. EARNINGS PER SHARE
Earnings per share (EPS) for all periods presented is computed in
accordance with the provisions of Statement of Financial Accounting Standards
No. 128, "Earnings Per Share."
Basic EPS and diluted EPS for the three months and nine months ended
December 31, 1996 are 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 twelve 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 loss per share for the three months and nine
months ended December 31, 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
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$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.
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 twelve
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 three months ended June 30, 1997,
and that revenue is included in the nine months ended December 31, 1997.
7. INCOME TAXES
No provision for income taxes was recorded for the three months and nine
months ended December 31, 1996 due to the Company's net operating loss position.
The Company's net deferred tax asset was offset by a valuation allowance of the
same amount, since the Company could not determine that it was more likely than
not that it would be realized.
During the three months and nine months ended December 31, 1997, the
Company reduced the valuation allowance in order to reflect year-to-date taxable
income.
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
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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.
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 NINE MONTHS ENDED DECEMBER 31, 1997 AND DECEMBER 31,
1996
References to the third quarter of fiscal 1998 and the third quarter of
fiscal 1997 refer to the three months ended December 31, 1997 and December 31,
1996, respectively.
REVENUES. Total revenues for the third quarter of fiscal 1998 were
$3,454,000 compared to $713,000 for the third quarter of fiscal 1997, an
increase of $2,741,000 or 384%. For the nine months ended December 31, 1997,
total revenues were $8,243,000 compared to $1,803,000 for the nine months ended
December 31, 1996, an increase of $6,440,000 or 357%. This growth resulted
primarily from increases in software license and maintenance fees, including
approximately $781,000 attributable to the revenue recognition of the
non-recurring advance royalty from VIASOFT, as discussed in Note 6 to the
financial statements. To a lesser extent, the increase in professional
services--product related revenues contributed to overall revenue growth,
although that increase was partially offset by a planned decrease in
professional services--other revenues.
Software license and maintenance fees were $2,824,000 for the third quarter
of fiscal 1998 compared to $395,000 for the third quarter of fiscal 1997, an
increase of $2,429,000 or 615%. For the nine months ended December 31, 1997,
software license and maintenance fees were $6,836,000 compared to $846,000 for
the nine months ended December 31, 1996, an increase of $5,990,000 or 708%. The
increase in software license and maintenance fees is attributable to (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, which resulted in higher demand for the
Company's year 2000 tools and solutions, (3) expanded distribution of the
Company's products and solutions through its distributor and third party service
providers, and (4) revenue recognition of the $781,000 advance royalty from
VIASOFT, which occurred in the first quarter of fiscal 1998, compared to $2,000
and $14,000 of revenues from VIASOFT in the third quarter and first nine months
of fiscal 1997, respectively.
Professional services--product related revenues were $592,000 for the third
quarter of fiscal 1998 compared to $181,000 for the third quarter of fiscal
1997, an increase of $411,000 or 227%. For the nine months ended December 31,
1997, professional services--product related revenues were $1,251,000 compared
to $448,000 for the nine months ended December 31, 1996, an increase of $803,000
or 179%. These increases are primarily attributable to increased year 2000
assessment and remediation services performed in the fiscal 1998 periods.
Revenues from professional services--other were $37,000 for the third
quarter of fiscal 1998 compared to $137,000 for the third quarter of fiscal
1997, a decrease of $100,000 or 73%. For the nine months ended December 31,
1997, revenues from professional services--other were $156,000 compared to
$509,000 for the nine months ended December 31, 1996, a decrease of $353,000 or
69%. 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
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December 31, 1996, the Company had also paid royalties to ERA. By mutual
agreement between the Company and ERA, such royalty payments were eliminated
effective January 1, 1997. In addition, the portion of the royalty obligation to
ICICI which the Company had assumed on behalf of ERA was fully funded as of the
second quarter of fiscal 1998, thus reducing the percentage royalty due ICICI in
the third quarter of 1998.
The Company's total cost of revenues was $919,000 for the third quarter of
fiscal 1998 compared to $358,000 for the third quarter of fiscal 1997, an
increase of $561,000 or 157%. For the nine months ended December 31, 1997, total
cost of revenues was $2,233,000 compared to $890,000 for the nine months ended
December 31, 1996, an increase of $1,343,000 or 151%. These increases are
primarily attributable to the additional costs of royalties and personnel
required to provide year 2000 and customer support services. The additional
royalty and personnel costs are directly related to increased revenues.
Cost of software license and maintenance fees was $411,000 for the third
quarter of fiscal 1998 compared to $110,000 for the third quarter of fiscal
1997, an increase of $301,000 or 274%. For the nine months ended December 31,
1997, cost of software license and maintenance fees was $1,026,000 compared to
$204,000 for the nine months ended December 31, 1996, an increase of $822,000 or
403%. These increases are primarily attributable to increased royalty expenses,
particularly those 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 $478,000 for the third
quarter of fiscal 1998 compared to $124,000 for the third quarter of fiscal
1997, an increase of $354,000 or 285%. For the nine months ended December 31,
1997, professional services--product related costs were $1,062,000 compared to
$259,000 for the nine months ended December 31, 1996, an increase of $803,000 or
310%. 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 building its professional services infrastructure to meet
continuing demand for its year 2000 products and solutions.
Professional services--other costs were $30,000 for the third quarter of
fiscal 1998 compared to $124,000 for the third quarter of fiscal 1997, a
decrease of $94,000 or 76%. For the nine months ended December 31, 1997,
professional services-- other costs were $146,000 compared to $426,000 for the
nine months ended December 31, 1996, a decrease of $280,000 or 66%. 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 73% for both the third quarter and
nine months ended December 31, 1997, compared to 50% and 51% for the third
quarter and nine months ended December 31, 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 82% and 83% of total revenues in the third
quarter and first nine months of fiscal 1998, respectively, compared to 55% and
47% of total revenues in the third quarter and first nine months of fiscal 1997,
respectively.
Gross margin percentages were 85% and 72% for software license and
maintenance fees, 19% and 32% for professional services--product related, and
20% and 10% for professional services--other, for the third quarters of fiscal
1998 and 1997, respectively. For the nine months ended December 31, 1997 and
1996, gross margin percentages were 85% and 76% for software license and
maintenance fees, 15% and 42% for professional services--product related, and 6%
and 16% for professional services--other, respectively.
The gross margin percentages for software license and maintenance fees
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 and the reduction in the royalties percentage due
ICICI, as discussed above. Offsetting that impact, in part, was the Company's
increased investment in customer support in the fiscal 1998 periods, also
discussed above.
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The gross margin percentages for professional services--product related
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 are relatively highly automated, 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 varies based on the complexity
and scope of the engagement and competitive considerations. The professional
services--product related gross margin percentages of 19% and 15% for the third
quarter and first nine months of fiscal 1998 reflect additional costs incurred
for recruiting, hiring, training and purchasing equipment for new professionals.
The Company has been building its professional services infrastructure so that
adequate resources are available to meet the continuing 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. Furthermore, the gross margin percentages of
32% and 42% in the third quarter and first nine months of fiscal 1997 were
higher due to a greater level of automated services performed, 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 payroll and other
costs of professional staff providing the services, and the proportionate
contribution of each contract to the total revenue for this category during the
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 $1,285,000
for the third quarter of fiscal 1998 compared to $189,000 for the third quarter
of fiscal 1997, an increase of $1,096,000 or 580%. For the nine months ended
December 31, 1997, sales and marketing expenses were $3,005,000 compared to
$466,000 for the nine months ended December 31, 1996, an increase of $2,539,000
or 545%. These increases are primarily due 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 third quarter of 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 facilities,
communications, and other administrative functions. General and administrative
expenses were $417,000 for the third quarter of fiscal 1998 compared to $111,000
for the third quarter of fiscal 1997, an increase of $306,000 or 276%. For the
nine months ended December 31, 1997, general and administrative expenses were
$1,201,000 compared to $198,000 for the nine months ended December 31, 1996, an
increase of $1,003,000 or 507%. These increases are primarily due to additional
payroll and related costs, rent, insurance and professional service costs,
reflective of the Company's expanded operations and costs associated with being
a public company.
RESEARCH AND DEVELOPMENT. Total expenditures for research and development
were $246,000 for the third quarter of fiscal 1998 compared to $104,000 for the
third quarter of fiscal 1997, an increase of $142,000 or 137%. For the nine
months ended December 31, 1997, research and development expenses were $689,000
compared to $242,000 for the nine months ended December 31, 1996, an increase of
$447,000 or 185%. Expenditures for research and development vary depending upon
the number of projects underway at any time, the size of the projects, their
stage of development, and the in-house versus off-shore components of the
project costs. The Company utilizes the resources of ERA for certain research
and development. Furthermore, during the third quarter and nine months ended
December 31, 1996, the Company had temporarily redirected some professional
research and development staff to meet the increased demand for year 2000
services.
INTEREST EXPENSE. Interest expense was $8,000 for the third quarter of
fiscal 1998 compared to $4,000 for the third quarter of fiscal 1997, an increase
of $4,000 or 100%. For the nine months ended December 31, 1997, interest expense
was $25,000 compared to $36,000 for the nine months ended December 31, 1996, a
decrease of $11,000 or 31%. Until July 1996, interest expense included interest
on notes and advances payable to certain directors and shareholders, and
deferred salaries of two officers and shareholders. These interest-bearing
9
<PAGE> 11
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 nine months ended December 31, 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 nine months ended December 31, 1997, and no such interest expense is
included in the third quarter of fiscal 1998. Interest expense is also
recognized on accrued but unpaid royalties to ICICI, by agreement between ICICI
and the Company, and such interest is included in all periods presented.
INTEREST INCOME. Interest income was $156,000 in the third quarter of
fiscal 1998 compared to $8,000 in the third quarter of fiscal 1997, an increase
of $148,000. For the nine months ended December 31, 1997, interest income was
$520,000 compared to $15,000 for the nine months ended December 31, 1996, an
increase of $505,000. 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 third
quarter and nine months ended December 31, 1996 due to the Company's net
operating loss position. The Company's net deferred tax asset was offset by a
valuation allowance of the same amount, since the Company could not determine
that it was more likely than not that it would be realized.
During the third quarter and nine months ended December 31, 1997, the
Company reduced the valuation allowance in order to reflect year-to-date taxable
income.
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,
research and development and for hiring personnel to perform year 2000
compliance services.
Total cash, cash equivalents and short-term investments were $11,727,000 at
December 31, 1997 compared to $12,799,000 at March 31, 1997. Net cash used by
operating activities was $711,000 for the nine months ended December 31, 1997.
In addition, the Company used $229,000 to purchase equipment and $240,000 to
retire debt in the nine months ended December 31, 1997. Total working capital at
December 31, 1997 was $13,704,000 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.
OTHER
SFAS No. 130, "Reporting Comprehensive Income," establishes standards for
reporting and display of comprehensive income, its components and accumulated
balances. Comprehensive income is defined to include all changes in equity
except those resulting from investments by owners and distributions to owners.
Among other disclosures, SFAS No. 130 requires that all items that are required
to be recognized under current accounting standards as components of
comprehensive income be reported in a financial statement that is displayed with
the same prominence as other financial statements. SFAS No. 130 is effective for
financial statements for periods beginning after December 15, 1997 and requires
comparative information for earlier years to be restated. Because
10
<PAGE> 12
of the recent issuance of this standard, management has been unable to fully
evaluate the impact, if any, the standard may have on future financial statement
disclosures. Results of operations and financial position, however, will be
unaffected by implementation of this standard.
SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information," establishes standards for the way that public companies report
selected information about operating segments in annual financial statements and
requires reporting selected information about operating segments in interim
financial statements issued to the public. It also establishes standards for
disclosures regarding products and services, geographic areas, and major
customers. SFAS No. 131 defines operating segments as components of a company
about which separate financial information is available that is evaluated
regularly by the chief operating decision maker in deciding how to allocate
resources and in assessing performance. SFAS No. 131 is effective for financial
statements for periods beginning after December 15, 1997 and requires
comparative information for earlier years to be restated. Because of the recent
issuance of this standard, management has been unable to fully evaluate the
impact, if any, the standard may have on future financial statement disclosures.
Results of operations and financial position, however, will be unaffected by
implementation of this standard.
11
<PAGE> 13
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--NOT APPLICABLE
ITEM 5. OTHER INFORMATION
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.
The registration statement was declared effective by the Securities and
Exchange Commission on February 12, 1998 at 4 p.m. EST. The selling
price to the public is $20.00 per share.
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 during the quarter ended December 31,
1997.
12
<PAGE> 14
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: February 12, 1998
By: /s/ RAVINDRA KOKA
------------------------------------
Ravindra Koka
President and Chief Executive
Officer
By: /s/ RICHARD J. GOLDBACH
------------------------------------
Richard J. Goldbach
Treasurer and Chief Financial
Officer
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SEEC, INC.
UNAUDITED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED DECEMBER 31, 1997
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-START> APR-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 1,801,330
<SECURITIES> 9,925,659
<RECEIVABLES> 4,721,902
<ALLOWANCES> (48,360)
<INVENTORY> 0
<CURRENT-ASSETS> 16,641,488
<PP&E> 428,615
<DEPRECIATION> (137,367)
<TOTAL-ASSETS> 16,937,736
<CURRENT-LIABILITIES> 2,937,642
<BONDS> 0
0
0
<COMMON> 50,461
<OTHER-SE> 13,949,633
<TOTAL-LIABILITY-AND-EQUITY> 16,937,736
<SALES> 6,426,645
<TOTAL-REVENUES> 8,243,195
<CGS> 1,025,678
<TOTAL-COSTS> 2,232,937
<OTHER-EXPENSES> 4,894,774
<LOSS-PROVISION> 46,166
<INTEREST-EXPENSE> 25,362
<INCOME-PRETAX> 1,609,912
<INCOME-TAX> 62,000
<INCOME-CONTINUING> 1,547,912
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,547,912
<EPS-PRIMARY> .31
<EPS-DILUTED> .29
</TABLE>
