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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, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________________ to __________________
Commission file number 0-21985
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)
</TABLE>
PARK WEST ONE, SUITE 200, CLIFF MINE ROAD, PITTSBURGH, PENNSYLVANIA 15275
(Address of Principal Executive Offices) (Zip Code)
(412) 893-0300
(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 ___
As of January 31, 2000, there were 6,070,751 outstanding shares of Common
Stock, par value $.01 per share, of SEEC, Inc.
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SEEC, INC.
FORM 10-Q
TABLE OF CONTENTS
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PAGE
NUMBER
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PART I--FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Operations for the three-
and nine- month periods ended December 31, 1999 and
1998.................................................. 2
Condensed Consolidated Balance Sheets as of
December 31, 1999 and March 31, 1999.................. 3
Condensed Consolidated Statements of Cash Flows for the
nine-month periods ended December 31, 1999 and
1998.................................................. 4
Notes to Unaudited Consolidated Financial Statements... 5-7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations....................... 7-13
PART II--OTHER INFORMATION.................................. 14
Item 1. Legal Proceedings................................... 14
Item 2. Changes in Securities............................... 14
Item 3. Defaults Upon Senior Securities..................... 14
Item 4. Submission of Matters to a Vote of Security
Holders................................................... 14
Item 5. Other Information................................... 14
Item 6. Exhibits and Reports on Form 8-K.................... 14
SIGNATURES.................................................. 15
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PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SEEC, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
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<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
DECEMBER 31, DECEMBER 31,
------------------------- -------------------------
1999 1998* 1999 1998*
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
REVENUES:
Software license and maintenance
fees............................... $ 646,617 $1,827,122 $ 3,158,550 $5,987,287
Professional services--product
related............................ 910,915 633,615 2,134,720 2,487,540
Professional services--other.......... -- 2,599 -- 63,469
----------- ---------- ----------- ----------
Total revenues..................... 1,557,532 2,463,336 5,293,270 8,538,296
----------- ---------- ----------- ----------
OPERATING EXPENSES:
Cost of revenues:
Software license and maintenance
fees............................. 131,604 155,992 437,823 629,943
Professional services--product
related.......................... 429,542 497,961 1,326,402 1,640,782
Professional services--other....... -- 4,063 -- 64,390
----------- ---------- ----------- ----------
Total cost of revenues........... 561,146 658,016 1,764,225 2,335,115
General and administrative............ 590,987 547,091 1,682,124 1,834,721
Sales and marketing................... 1,322,585 1,159,218 4,121,401 3,835,508
Research and development.............. 446,612 299,955 1,304,788 939,844
Amortization of goodwill and other
intangible assets.................. 136,066 31,750 274,412 95,833
Acquired in-process research and
development........................ -- -- 531,100 --
----------- ---------- ----------- ----------
3,057,396 2,696,030 9,678,050 9,041,021
----------- ---------- ----------- ----------
LOSS FROM OPERATIONS.................... (1,499,864) (232,694) (4,384,780) (502,725)
NET INTEREST INCOME..................... 358,458 375,038 1,075,575 1,223,142
----------- ---------- ----------- ----------
INCOME (LOSS) BEFORE INCOME TAXES....... (1,141,406) 142,344 (3,309,205) 720,417
INCOME TAX PROVISION (BENEFIT).......... (90,000) 47,000 (355,000) 267,000
----------- ---------- ----------- ----------
NET INCOME (LOSS)....................... $(1,051,406) $ 95,344 $(2,954,205) $ 453,417
=========== ========== =========== ==========
Net income (loss) per common share:
Basic.............................. $ (0.17) $ 0.02 $ (0.50) $ 0.08
=========== ========== =========== ==========
Diluted............................ $ (0.17) $ 0.02 $ (0.50) $ 0.07
=========== ========== =========== ==========
Weighted average number of common and
common equivalent shares outstanding:
Basic.............................. 6,060,649 5,862,242 5,957,295 5,988,483
=========== ========== =========== ==========
Diluted............................ 6,060,649 5,933,107 5,957,295 6,127,113
=========== ========== =========== ==========
</TABLE>
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* Includes reclassifications made to conform to current year classifications.
The accompanying notes are an integral part of these financial statements.
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SEEC, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
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DECEMBER 31, MARCH 31,
1999 1999
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(UNAUDITED) (AUDITED *)
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ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................. $18,758,700 $22,448,176
Short-term investments.................................... 7,766,219 8,452,685
Accounts receivable --trade, net.......................... 1,779,339 2,701,438
Prepaid expenses and other current assets................. 349,920 532,910
----------- -----------
Total current assets................................... 28,654,178 34,135,209
PROPERTY AND EQUIPMENT, NET................................. 1,183,339 1,102,520
GOODWILL AND OTHER INTANGIBLE ASSETS, NET................... 3,268,185 770,378
----------- -----------
$33,105,702 $36,008,107
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LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable-- trade.................................. $ 480,209 $ 625,984
Accrued compensation...................................... 538,992 399,044
Deferred maintenance revenue.............................. 299,376 703,147
Other current liabilities................................. 475,398 447,132
Income taxes payable...................................... 122,039 195,800
----------- -----------
Total current liabilities.............................. 1,916,014 2,371,107
DEFERRED INCOME TAXES....................................... 8,160 394,960
----------- -----------
Total liabilities...................................... 1,924,174 2,766,067
----------- -----------
SHAREHOLDERS' EQUITY:
Preferred stock--no par value; 10,000,000 shares
authorized;
none outstanding
Common stock--$.01 par value; 20,000,000 shares
authorized; 6,307,556 and 6,084,147 shares issued at
December 31, 1999 and March 31, 1999, respectively..... 63,076 60,842
Additional paid-in capital................................ 34,575,085 33,576,796
Retained earnings (accumulated deficit)................... (2,236,177) 766,569
Less treasury stock, at cost--264,453 and 255,960 shares
at December 31, 1999 and March 31, 1999,
respectively.......................................... (1,185,186) (1,182,496)
Accumulated other comprehensive income (loss)............. (35,270) 20,329
----------- -----------
Total shareholders' equity............................. 31,181,528 33,242,040
----------- -----------
$33,105,702 $36,008,107
=========== ===========
</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 CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
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NINE MONTHS ENDED
DECEMBER 31,
--------------------------
1999 1998
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CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES.......... $(1,751,691) $ 1,995,034
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment, net of disposals..... (216,573) (212,664)
Purchases of short-term investments....................... (4,860,021) (1,754,891)
Sales of short-term investments........................... 5,489,382 1,100,000
Acquisitions of businesses, net of cash acquired.......... (2,270,075) (1,036,000)
Other, net................................................ (29,789) (39,582)
----------- -----------
Net cash used by investing activities.................. (1,887,076) (1,943,137)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchases of treasury stock............................... (135,356) (1,048,781)
Proceeds from issuances of common stock, net.............. 84,647 9,792
----------- -----------
Net cash used by financing activities.................. (50,709) (1,038,989)
----------- -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS................... (3,689,476) (987,092)
Cash and cash equivalents, beginning of period.............. 22,448,176 23,795,965
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD.................... $18,758,700 $22,808,873
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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SEEC, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements include the
accounts of SEEC, Inc., its wholly-owned subsidiaries, and its unincorporated
branch operations (collectively the "Company" or "SEEC"). Management believes
that all adjustments, consisting only of normal recurring adjustments,
considered necessary for a fair statement of results have been included in the
consolidated financial statements for the interim periods presented. All
significant intercompany accounts and transactions have been eliminated. The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. Operating results for interim
periods are not necessarily indicative of results that may be expected for an
entire fiscal year. Accordingly, these interim period consolidated financial
statements should be read in conjunction with the consolidated financial
statements contained in the Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 1999.
Certain prior period amounts have been reclassified to conform to current
period classifications.
2. REVENUE RECOGNITION
The Company recognizes revenue in accordance with Statement of Position
97-2, "Software Revenue Recognition." Software license fees are recognized upon
receipt of a noncancelable order from the customer, shipment of the software to
the customer and the completion of any significant remaining obligations under
the license agreement. Revenues from software maintenance are deferred and
recognized on a straight-line basis over the contract support period, which is
typically one year. Revenues from professional services fees 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. STOCK REPURCHASE PROGRAM
In July 1998, the Company announced its plan to begin a stock repurchase
program, utilizing up to $3 million to buy shares of the Company's Common Stock
from time to time on the open market, subject to market conditions and other
relevant factors. The Company may use repurchased shares to cover stock option
exercises, employee stock purchase plan transactions, and for other corporate
purposes. Through December 31, 1999, the Company had repurchased 313,500 shares,
of which 49,047 shares were reissued to cover Employee Stock Purchase Plan
transactions and stock option exercises. Repurchased shares are recorded as
treasury shares.
4. ACQUISITION
On August 4, 1999, the Company acquired all of the outstanding shares of
capital stock of Mozart Systems Corporation ("Mozart") pursuant to an Agreement
and Plan of Merger by and between SEEC, Inc. and Mozart dated July 16, 1999.
Mozart is a leading developer of Web-enablement products for rapid
implementation of e-business applications. SEEC Delaware, Inc. ("SEEC
Delaware"), was formed as a wholly-owned subsidiary of SEEC, Inc. to effect the
transaction. Upon the closing of the transaction, SEEC Delaware was merged with
and into Mozart, and all existing shares of Mozart capital stock were canceled.
Upon the cancellation of the former Mozart capital stock, each share of SEEC
Delaware Common Stock was converted to one share of Mozart Common Stock, and
Mozart became a wholly-owned subsidiary of SEEC, Inc.
The acquisition was accounted for using the purchase method of accounting
and, accordingly, the results of operations of Mozart are included in the
Company's consolidated financial statements from the date of acquisition. The
Company has allocated the purchase price to the assets acquired and the
liabilities assumed based upon their respective fair market values on the date
of acquisition.
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SEEC completed the purchase for an aggregate purchase price of
approximately $3.5 million, of which, approximately $2.2 million was paid in
cash from existing cash balances, and $1.0 million was paid in the form of
222,222 unregistered shares of SEEC Common Stock, with the balance related to
acquisition costs and assumed liabilities.
Based on preliminary valuations, the purchase price was allocated to
current assets acquired of approximately $155,000, equipment of $100,000,
in-process research and development of $531,000, and other intangible assets of
approximately $2.7 million. This preliminary allocation is subject to further
refinement and change. The Company's financial statements for the nine-month
period ended December 31, 1999 include a charge of $531,000 to write off the
acquired in-process research and development expenses associated with the Mozart
acquisition. The remaining intangible assets acquired are being amortized over
their estimated useful lives of five to seven years.
The value of acquired research and development projects is charged to
expense when, in management's opinion, the projects have not reached
technological feasibility and have no probable alternative future use. The
Company allocated value to in-process research and development based on an
assessment of research and development projects. The values assigned to those
assets were limited to significant research projects for which technological
feasibility has not been established. This allocation represented the estimated
fair value based on the risk-adjusted cash flows of the incomplete projects. The
value of Mozart's in-process research and development projects was determined by
estimating the costs to develop the purchased in-process technology to the stage
of commercial viability, estimating the future cash flows from the sale of the
technology, and discounting the cash flows to their present values.
The nature of the efforts to develop the acquired in-process technology
into commercially viable products principally relate to the completion of all
planning, designing, coding, and testing activities that are necessary to
establish that the products can be produced to meet the Company's design
requirements, including functions, features, and technical and economic
performance requirements.
5. 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". The following is a reconciliation of the
denominators (the number of shares) of the basic and diluted EPS computations.
The numerator (earnings or net income (loss)) is the same for the basic and the
diluted EPS computations for the periods presented.
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<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
DECEMBER 31 DECEMBER 31
---------------------- ----------------------
1999 1998 1999 1998
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<S> <C> <C> <C> <C>
Basic shares.......................... 6,060,649 5,862,242 5,957,295 5,988,483
Effect of dilutive securities--options
and warrants........................ -- 70,865 -- 138,630
--------- --------- --------- ---------
Diluted shares........................ 6,060,649 5,933,107 5,957,295 6,127,113
========= ========= ========= =========
</TABLE>
All options and warrants are excluded from the computation of net loss per
share of Common Stock for the three- and nine-month periods ended December 31,
1999, because their effect is not dilutive. For the three- and nine-month
periods ended December 31, 1998, options and warrants to purchase 561,475 and
332,675 shares, respectively, were excluded from the computation of diluted EPS,
because the exercise prices of the options and warrants were greater than the
average market price of the common shares.
6. COMPREHENSIVE INCOME
Comprehensive income includes all changes in equity during a period, except
those resulting from investments by owners and distributions to owners. The
Company reports comprehensive income and its
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components in its annual Consolidated Statement of Changes in Shareholders'
Equity (Deficit). The components of the Company's comprehensive income (loss)
were as follows:
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THREE MONTHS ENDED NINE MONTHS ENDED
DECEMBER 31, DECEMBER 31,
---------------------- -----------------------
1999 1998 1999 1998
----------- ------- ----------- --------
<S> <C> <C> <C> <C>
Net income (loss)................... $(1,051,406) $95,344 $(2,954,205) $453,417
Unrealized gain (loss) on
investments, net of taxes......... (19,168) (39,499) (55,599) 17,636
----------- ------- ----------- --------
Total comprehensive income
(loss)....................... $(1,070,574) $55,845 $(3,009,804) $471,053
=========== ======= =========== ========
</TABLE>
7. INCOME TAXES
The Company's effective tax rates for the three- and nine-month periods
ended December 31, 1999 were 8% and 10%, respectively. The Company's effective
tax rates for the three- and nine-month periods ended December 31, 1998 were 33%
and 37%, respectively. In the three- and nine-month periods ended December 31,
1999, the Company calculated a deferred tax asset, which was offset by a
valuation allowance due to the uncertainty of realization of the Company's net
operating loss carryforwards. The valuation allowance resulted in a decrease in
the tax benefit calculated based on the net operating losses incurred in fiscal
2000. As of March 31, 1999, the Company had unused Federal and state net
operating loss carryforwards that may be applied to reduce future taxable income
of approximately $1,025,000 and $522,000, respectively. The carryforwards expire
at various times from March 31, 2000 to March 31, 2013. Certain changes in
ownership could result in an annual limitation on the amount of carryforwards
that may be utilized.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Part I, Item 2 of this report should be read in conjunction with Part II,
Item 7 of the Company's Annual Report on Form 10-K for the year ended March 31,
1999. The information contained herein is not a comprehensive management
overview and analysis of the financial condition and results of operations of
the Company, but rather an update of disclosures made in the aforementioned
filing. Certain information contained herein should be considered
"forward-looking information," which is subject to a number of risks and
uncertainties. The preparation of forward-looking information requires the use
of estimates of future revenues, expenses, activity levels and economic and
market conditions, many of which are outside the Company's control. Other
factors and assumptions are involved in the preparation of forward-looking
information, and the failure of any such factors and assumptions to be realized
may cause actual results to differ materially from those discussed. The Company
assumes no obligation to update such estimates to reflect actual results,
changes in assumptions or changes in other factors affecting such estimates.
OVERVIEW
SEEC develops, markets, and supports software and provides services that
enable its customers to implement strategies designed to Web-enable host
computer systems through legacy system integration. Most large organizations
have vast amounts of data stored on legacy mainframe systems that until recently
could be accessed only through "green screen" terminals. These organizations
increasingly need to gain or provide access to this data through the Internet or
intranets via more user-friendly methods and interfaces. SEEC provides
enterprise solutions for enhancing and renewing legacy systems and for migrating
or integrating them with newer systems -- allowing the disparate systems within
an enterprise to communicate with each other. SEEC's solutions include flexible
methodologies, proven tools, and expert consulting services that have saved
significant time and money for over 200 Fortune 1000 companies and other large
organizations, and more than 20 leading international information technology
service providers. Through 1999, these organizations have used SEEC solutions
extensively for year 2000 remediation and testing. With the year 2000 transition
having passed, organizations are turning to Web-enablement and legacy system
reengineering projects which, in many cases, were postponed as the year 2000
date change approached.
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The majority of SEEC's software products are derived from and built upon
the Company's core source code analysis technology. This ability to build upon
an existing robust core technology affords SEEC a unique level of flexibility
and can significantly reduce time to market, a critical advantage when new
industry trends emerge. SEEC's products automate many of the procedures required
for reengineering mainframe-based legacy software systems. The Company's
products analyze and modify source code, which is downloaded from the mainframe
to a PC-based environment, where it is stored in application dictionaries for
performance of reengineering functions. SEEC's software products enable
customers to extract business rules and functions from legacy applications for
reuse in object-oriented client/server or Web environments. The Company's
solutions combine SEEC software tools with consulting services to develop
component-based systems that integrate mainframe applications and data with
enterprise resource planning (ERP), customer relationship management (CRM), and
other client/server- or Internet-based applications. SEEC also offers solutions
for reengineering legacy systems to address the transition to the single
currency of the European Monetary Union (the euro), and for improving the
efficiency and effectiveness of traditional application maintenance processes.
With the recent acquisition of Mozart Systems Corporation, the Company has
enhanced its position in the e-business market by adding Mozart Web-enablement
solutions that, together with existing and planned SEEC products, will bridge
the gap between legacy systems and newer Web and component architectures.
Mozart's product line includes MozNet(TM), which transforms host-based
applications into secure three- or four-tier Web applications by refacing or
redesigning the interface, improving the look, feel, and usability of the
application for end users. MozNet includes a server-based operating environment,
host interface technology, external data access capabilities, and an integrated
development environment. MozAgent(TM) encapsulates host screens into data
objects that can be integrated in Web applications, separating the complexity of
host access from the user application. It operates as an intelligent application
gateway middleware component moving data between the front-end application and
the host system on the back end. MozNet3270(TM) utilizes screen-scraping
technology for terminal emulation in a browser window. MozWin(TM) is a
client/server graphical user interface (GUI) development toolkit that converts
character-based host front ends to Windows, Windows 95, or Windows NT
interfaces.
The Company derives its revenue from software license and maintenance fees
and to a lesser extent, professional services fees. Professional services
provided in conjunction with software license sales include consulting and
training services. Professional services also include reengineering services,
which the Company provides under time-and-materials and fixed-price contracts.
COMPARISON OF QUARTERS AND NINE-MONTH PERIODS ENDED DECEMBER 31, 1999 AND 1998
The following section includes information related to changes in the
Company's Consolidated Statements of Operations. References to the third quarter
of fiscal 2000 and to the third quarter of fiscal 1999 refer to the three months
ended December 31, 1999 and December 31, 1998, respectively.
REVENUES. Total revenues for the third quarter of fiscal 2000 were
$1,558,000 compared to $2,463,000 for the third quarter of fiscal 1999, a
decrease of $905,000 or 37%. For the nine months ended December 31, 1999, total
revenues were $5,293,000 compared to $8,538,000 for the nine months ended
December 31, 1998, a decrease of $3,245,000 or 38%. The majority of the
decreases were in the software license and maintenance fees category. These
decreases resulted from a decline in the demand for year 2000 solutions, as
market demand and the Company's offerings shift from year 2000 solutions to
e-business and legacy system reengineering solutions. Revenues from legacy
reengineering and Web-enablement solutions accounted for 42% and 25% of revenues
in the quarter and nine months ended December 31, 1999, respectively. SEEC had
derived no revenues from these solutions in fiscal 1999.
Software license and maintenance fees were $647,000 for the third quarter
of fiscal 2000 compared to $1,827,000 for the third quarter of fiscal 1999, a
decrease of $1,180,000 or 65%. For the nine months ended December 31, 1999,
software license and maintenance fees were $3,159,000 compared to $5,987,000 for
the nine months ended December 31, 1998, a decrease of $2,828,000 or 47%. The
decreases in software license and maintenance fees are primarily the result of a
decrease in demand for year 2000-related tools and solutions, which was
partially offset by increased sales of e-business products, including
Web-enablement products and the SEEC Re-Engineering Workbench(TM).
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Professional services--product related revenues were $911,000 for the third
quarter of fiscal 2000 compared to $634,000 for the third quarter of fiscal
1999, an increase of $277,000 or 44%. For the nine months ended December 31,
1999, professional services--product related revenues were $2,135,000 compared
to $2,488,000 for the nine months ended December 31, 1998, a decrease of
$353,000 or 14%. Training and consulting services are often performed in
conjunction with sales of software licenses. The increase in revenues for the
quarterly periods resulted primarily from increased Independent Verification
services and services related to e-business solutions. These increases were
partially offset by a decline in sales of year 2000-related services. For the
nine-month periods, while revenues from legacy reengineering and
e-business-related services increased, the decline in sales of year 2000-related
services was greater, resulting in a net overall decrease in professional
services--product related revenues.
The Company had no revenues from professional services--other in the first
nine months of fiscal 2000. Such revenues were $3,000 and $63,000 for the
three-and nine-month periods ended December 31, 1998. The Company has chosen to
direct its resources away from contract programming services, which were
discontinued in fiscal 1999.
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. The Company's total cost of revenues was $561,000
for the third quarter of fiscal 2000 compared to $658,000 for the third quarter
of fiscal 1999, a decrease of $97,000 or 15%. The total cost of revenues was
$1,764,000 for the nine months ended December 31, 1999, compared to $2,335,000
for the nine months ended December 31, 1998, a decrease of $571,000 or 24%. Cost
of revenues consists primarily of personnel costs of employees or subcontracted
personnel required to provide consulting, training, on-site or in-house factory
services, and customer support services.
Cost of software license and maintenance fees includes the costs of
providing customer support services, royalty expenses, the cost of third-party
software sold, and, to a lesser degree, the costs of media, manuals, duplication
and shipping related to sales of certain of the Company's software products.
Customer support is primarily telephone or online (Internet) support for
customers who have purchased maintenance in conjunction with software license
purchases. Cost of software license and maintenance fees was $132,000 for the
third quarter of fiscal 2000 compared to $156,000 for the third quarter of
fiscal 1999, a decrease of $24,000 or 15%. The cost of software license and
maintenance fees was $438,000 for the nine months ended December 31, 1999
compared to $630,000 for the nine months ended December 31, 1998, a decrease of
$192,000 or 30%. The cost of software license and maintenance fees decreased
with the declining demand for year 2000 products and solutions, which was
partially offset by increases in costs related to sales of e-business products.
The cost reductions were primarily in the areas of customer support personnel
costs and royalties paid to third parties.
Professional services--product related costs consist primarily of
compensation and related benefits, and travel and equipment for Company
personnel responsible for providing consulting, training, and reengineering
services to customers. Also included are the costs of temporary or subcontracted
labor required to meet the demands of providing services. Professional
services--product related costs were $430,000 for the third quarter of fiscal
2000 compared to $498,000 for the third quarter of fiscal 1999, a decrease of
$68,000 or 14%. For the nine months ended December 31, 1999, professional
services--product related costs were $1,326,000, compared to $1,641,000 for the
nine months ended December 31, 1998, a decrease of $315,000, or 19%. These
decreases in professional services--product related costs were primarily the
result of the decline in demand for year 2000-related services, which was
partially offset by an increase in demand for services related to e-business
solutions. The decreases were primarily in personnel cost reductions, the
majority of which was subcontracted labor.
Professional services--other costs consist primarily of compensation and
related benefits for Company personnel engaged in providing contract programming
services for customers. Professional services--other costs were $4,000 for the
third quarter of fiscal 1999, and $64,000 for the nine months ended December 31,
1998. The Company discontinued providing contract programming in fiscal 1999.
GROSS MARGINS. The Company's total gross margin (total revenues less total
cost of revenues) as a percentage of revenues was 64% and 67% for the three- and
nine-month periods ended December 31, 1999, respectively, compared to 73% for
both the three- and nine-month periods ended December 31, 1998. Gross margin
percentages were 80% and 91% for software license and maintenance fees, and 53%
and 21% for
9
<PAGE> 11
professional services--product related for the third quarters of fiscal 2000 and
1999, respectively. Gross margin percentages were 86% and 89% for software
license and maintenance fees, and 38% and 34% for professional services--product
related for the nine-month periods ended December 31, 1999 and 1998,
respectively. The gross margin percentage was (2)% for professional
services--other for the nine months ended December 31, 1998. The Company no
longer generates professional services--other revenues.
The gross margin percentages for software license and maintenance fees
fluctuate based on the mix of software products and the varying royalty
expenses, if any, associated with those products. Also, these percentages are
impacted by the proportion of customer support services costs to the amount of
software license and maintenance fees generated in a given period. The gross
margin percentages for software license and maintenance fees were lower in the
fiscal 2000 periods than in the fiscal 1999 periods due to a higher proportion
of the customer support service costs to revenue.
The gross margin percentages for professional services--product related
vary depending on the utilization rates for billable consultants, the timing and
amount of costs incurred for recruiting and training services consultants, and
the type of services provided. Relatively highly-automated in-house factory
services such as Independent Verification, which are billable by line of code
processed, typically require fewer consultant hours to perform than similar
services involving source code remediation or testing. Other types of
reengineering and e-business services may be performed at the customers' sites
or at the Company's facilities, typically on a time-and-materials basis. 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 percentage was
higher in the third quarter of fiscal 2000 compared to the third quarter of
fiscal 1999, principally because revenues from in-house factory services
represented a higher proportion of total services revenues. The more automated
in-house factory services typically have higher gross margins relative to other
services.
GENERAL AND ADMINISTRATIVE. General and administrative expenses include the
costs of general management, finance, legal, accounting, investor relations,
office facilities and other administrative functions. General and administrative
expenses were $591,000 for the third quarter of fiscal 2000 compared to $547,000
for the third quarter of fiscal 1999, an increase of $44,000 or 8%. For the nine
months ended December 31, 1999, general and administrative expenses were
$1,682,000, versus $1,835,000 for the nine months ended December 31, 1998, a
decrease of $153,000 or 8%. The increase between the third quarter periods is
primarily due to the general and administrative costs of Mozart, which was
acquired in the second quarter of fiscal 2000. The decrease between the
nine-month periods reflect efforts to reduce general expenses and also the
absence of non-recurring costs incurred in fiscal 1999, including certain costs
related to the Company's international expansion. During the first nine months
of fiscal 1999, the Company invested in infrastructure and international
expansion in the United Kingdom, India, South Korea and Germany. The effect of
cost reduction efforts and the absence of certain non-recurring expansion costs
was partially offset by general and administrative costs of Mozart in the nine
months ended December 31, 1999.
SALES AND MARKETING. Sales and marketing expenses consist primarily of
salaries, incentive compensation and related taxes and 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
$1,323,000 for the third quarter of fiscal 2000 compared to $1,159,000 for the
third quarter of fiscal 1999, an increase of $164,000 or 14%. For the nine
months ended December 31, 1999, sales and marketing expenses were $4,121,000
compared to $3,836,000 for the nine months ended December 31, 1998, an increase
of $285,000 or 7%. These increases were due primarily to the Company's
investments in advertising and promotional campaigns in conjunction with the
launch of its e-business solutions.
RESEARCH AND DEVELOPMENT. Total expenditures for research and development
were $447,000 for the third quarter of fiscal 2000, compared to $300,000 for the
third quarter of fiscal 1999, an increase of $147,000 or 49%. For the nine
months ended December 31, 1999, expenditures for research and development were
$1,305,000 compared to $940,000 for the nine months ended December 31, 1998, an
increase of $365,000 or 39%. These increases were due to costs of development of
additional applications of the Company's core technology, particularly
transformation reengineering solutions for e-business applications and Web
enablement, and to
10
<PAGE> 12
research and development personnel and related expenses added in connection with
the acquisition of Mozart. Research and development expenditures vary depending
upon the number of projects underway at any time, the size of the projects and
their stage of development.
AMORTIZATION OF GOODWILL AND OTHER INTANGIBLE ASSETS. Goodwill and other
intangible assets are amortized over their estimated useful lives of five to
seven years. For the third quarter of fiscal 2000, amortization of goodwill and
other intangible assets amounted to $136,000 compared to $32,000 for the third
quarter of fiscal 1999, an increase of $104,000 or 325%. For the nine months
ended December 31, 1999, amortization expense was $274,000 compared to $96,000
for the nine months ended December 31, 1998, an increase of $178,000 or 185%.
The increases were due to amortization of intangible assets acquired in the
Mozart acquisition as described in Note 4 to the Unaudited Consolidated
Financial Statements. The acquisition was completed in August 1999, and
amortization of the intangible assets acquired began on the acquisition date.
ACQUIRED IN-PROCESS RESEARCH AND DEVELOPMENT. The Company recorded a
one-time charge of $531,000 in the nine months ended December 31, 1999 in
connection with the Mozart acquisition as described in Note 4 to the Unaudited
Consolidated Financial Statements. The value of acquired research and
development projects is charged to expense when, in management's opinion, the
projects have not reached technological feasibility and have no probable
alternative future use. SEEC did not incur any such charges in fiscal 1999.
NET INTEREST INCOME. Net interest income consists principally of interest
income on cash equivalents and short-term investments, which are invested in
money market funds and high-grade bonds and bond funds with average maturities
of less than two years. Net interest income was $358,000 for the third quarter
of fiscal 2000, compared to $375,000 for the third quarter of fiscal 1999, a
decrease of $17,000 or 5%. For the nine months ended December 31, 1999, net
interest income was $1,076,000 compared to $1,223,000 for the nine months ended
December 31, 1998, a decrease of $147,000 or 12%. The decreases from the fiscal
1999 to the fiscal 2000 periods were due to the use of cash for the Mozart
acquisition, to fund operations, and for stock repurchases. The effect of the
reduced cash balances was partially offset by higher interest rates on cash
equivalents and short-term investments.
INCOME TAXES. The provision (benefit) for income taxes was ($90,000) and
($355,000) for the three- and nine-month periods ended December 31, 1999,
respectively, compared to $47,000 and $267,000 for the three - and nine-month
periods ended December 31, 1998, respectively. In the fiscal 2000 periods, the
Company calculated a net deferred tax asset, which was offset by a valuation
allowance due to the uncertainty of realization of the Company's net operating
loss carryforwards. The valuation allowance resulted in a decrease in the tax
benefits calculated based on the net operating losses incurred in the three- and
six-month periods of fiscal 2000. As of March 31, 1999, the Company had unused
Federal and state net operating loss carryforwards that may be applied to reduce
future taxable income of approximately $1,025,000 and $522,000, respectively.
The carryforwards expire at various times from March 31, 2000 to March 31, 2013.
Certain 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
The Company has funded its operations primarily through sales of equity
securities and cash flows from operations. In fiscal 1997, the Company sold
211,425 shares of Common Stock in a private placement for $747,000, and sold
2,070,000 shares of Common Stock in an initial public offering, the net proceeds
of which were $13.0 million. In fiscal 1998, the Company sold 1,030,000 shares
of Common Stock in a secondary public offering, the net proceeds of which were
$19.1 million.
At December 31, 1999, the Company had cash, cash equivalents, and
short-term investments of $26.5 million and working capital of $26.7 million.
Excess cash has been invested, and the Company expects that it will continue to
be invested, in interest-bearing investment grade securities and money market
funds. The Company's cash has been used primarily to fund general operations,
including ongoing research and development, to purchase property and equipment,
to fund two acquisitions, and to purchase Company Common Stock under the Stock
Repurchase Program described in Note 3 to the Unaudited Consolidated Financial
Statements. Cash totaling $2.2 million was used in the second quarter of fiscal
2000 to fund the acquisition of Mozart Systems Corporation, as described in Note
4 to the Unaudited Consolidated Financial Statements. Cash totaling
11
<PAGE> 13
$1.0 million was used in fiscal 1999 to fund the acquisition of ERA Software
Systems Private Limited. The Company used $1.8 million for operating activities
in the nine months ended December 31, 1999, compared to $2.0 million generated
by operating activities in the nine months ended December 31, 1998. The Company
used $217,000 and $213,000 to purchase property and equipment, net of proceeds
from disposals, in the nine-month periods ended December 31, 1999 and 1998,
respectively. The Company generated $629,000 from sales of short-term
investments, net of purchases, in the nine months ended December 31, 1999. The
Company used $655,000 to purchase short-term investments, net of proceeds from
sale of short-term investments, in the nine months ended December 31, 1998. The
Company used $135,000 and $1,049,000 for stock repurchases in the nine months
ended December 31, 1999 and 1998, respectively.
The Company's cash balances may be used to broaden international sales and
marketing efforts, expand domestic sales and marketing efforts, establish
additional facilities, hire additional personnel, increase research and
development, increase capital expenditures and for working capital and other
general corporate purposes. The Company may also utilize cash to develop or
acquire other businesses, products or technologies complementary to its current
business. The amounts actually expended for each such purpose may vary
significantly and are subject to change at the Company's discretion, depending
upon certain factors, including economic or industry conditions, changes in the
competitive environment and strategic opportunities that may arise. Management
believes that cash flows from operations and the current cash balances will be
sufficient to meet the Company's liquidity needs for the foreseeable future. In
the longer term, the Company may require additional sources of capital to fund
future growth. Such sources of capital may include additional equity offerings
or debt financings.
SEASONALITY
The Company's operations are not affected by seasonal factors. The
Company's cash flows may at times fluctuate due to the timing of cash receipts
from large individual sales.
FOREIGN CURRENCY
The overall effects of foreign currency exchange rates on the Company's
business during the periods discussed have not been material. Movements in
foreign currency exchange rates create a degree of risk to the Company's
operations if those movements affect the dollar value of costs incurred in
foreign currencies. The majority of the Company's billings to date have been
denominated in U.S. dollars. Changing currency exchange rates may affect the
Company's competitive position if exchange rate changes impact profitability and
business and/or pricing strategies of foreign competitors. Specific currencies
that impact the Company are the British Pound Sterling, Indian Rupee, German
Deutschmark, Korean Won, and the Singapore Dollar.
The functional currency of the Company's subsidiaries and branch operations
is the U.S. dollar. Monetary assets and liabilities of these subsidiaries and
branches are remeasured at the current exchange rate at the balance sheet date,
and non-monetary items are translated at historical rates. Revenues and expenses
are translated using the average exchange rate during the period.
YEAR 2000 CONSIDERATIONS
The year 2000 problem refers to the inability of a computer system to
completely or accurately process information or logic involving the year 2000
and beyond. The problem results from the use of two-digit date fields to perform
computations and decision-making functions in many computer systems. For
example, a program using a two-digit date field may misinterpret "00" as the
year 1900 rather than 2000. Date-dependent programs are ubiquitous in computer
systems used in many critical business operations. Unless these programs have
been remediated to address the year 2000 problem, many mission-critical programs
may fail or produce erroneous data or results.
The Company did not experience any adverse consequences resulting from the
date change on January 1, 2000. However, there can be no assurance that such
adverse consequences will not occur at a later date. Management believes that
the risk of disruption from any future year 2000-related failures is minimal.
12
<PAGE> 14
The Company has followed a formal program to address any potential year
2000 compliance issues relating to its internal operating systems, products,
distributors, resellers and vendors. The Company has reviewed all of its major
internal operating systems and continues to monitor any new additions to its
internal operating systems for year 2000 compliance. Substantially all of the
Company's internally-developed products have been designed and tested to satisfy
the Company's year 2000 specifications. After reviewing the status of its
distributors, resellers and vendors regarding year 2000 compliance, the Company
believes that the risk of disruption of the Company's operations due to the year
2000 problem is minimal. However, the Company relies upon various third-party
organizations for basic services such as electrical power, telecommunications,
postage and delivery, banking, and other infrastructure services. In a
worst-case scenario, the Company could suffer adverse consequences as a result
of interruption of some or all of these services. These third-party dependencies
are not unique to the Company or to companies in its industry or geographical
location. Disruptions in these infrastructure services would likely have a
negative impact on most business enterprises. The Company developed contingency
plans to operate during such potential disruptions in infrastructure services.
Regardless of these efforts, however, there is no assurance that the Company can
avoid material adverse consequences in the event that its distributors,
resellers or vendors experience unexpected breakdowns, or other unanticipated
disruptions occur.
The cost of the Company's year 2000 compliance program has not had a
material effect on the Company's results of operations or liquidity. To date,
the Company has not incurred significant costs with respect to its year 2000
compliance efforts, and anticipates that total expenses will not exceed $10,000.
13
<PAGE> 15
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--NOT APPLICABLE
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,
1999.
14
<PAGE> 16
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 14, 2000
By: /s/ RAVINDRA KOKA
------------------------------------
Ravindra Koka
President, Chief Executive Officer
and Director
By: /s/ RICHARD J. GOLDBACH
------------------------------------
Richard J. Goldbach
Treasurer and Chief Financial
Officer
15
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SEEC, INC.
UNAUDTIED CONSOLDIATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED DECEMBER
31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-START> APR-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 18,758,700
<SECURITIES> 7,766,219
<RECEIVABLES> 1,991,397
<ALLOWANCES> (212,058)
<INVENTORY> 0
<CURRENT-ASSETS> 28,654,178
<PP&E> 1,782,029
<DEPRECIATION> (598,690)
<TOTAL-ASSETS> 33,105,702
<CURRENT-LIABILITIES> 1,916,014
<BONDS> 0
0
0
<COMMON> 63,076
<OTHER-SE> 31,118,452
<TOTAL-LIABILITY-AND-EQUITY> 33,105,072
<SALES> 2,122,565
<TOTAL-REVENUES> 5,293,270
<CGS> 127,822
<TOTAL-COSTS> 1,764,225
<OTHER-EXPENSES> 7,913,825
<LOSS-PROVISION> 11,286
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (3,309,205)
<INCOME-TAX> (355,000)
<INCOME-CONTINUING> (2,954,205)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,954,205)
<EPS-BASIC> (.50)
<EPS-DILUTED> (.50)
</TABLE>
