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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002
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)
PENNSYLVANIA 55-0686906
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
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
--- ---
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes No X
--- ---
As of October 31, 2002, there were 6,088,357 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
PAGE
NUMBER
------
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Operations for the three- and six-month periods
ended September 30, 2002 and 2001............................................................ 2
Condensed Consolidated Balance Sheets as of September 30, 2002 and March 31, 2002............ 3
Condensed Consolidated Statements of Cash Flows for the six-month periods
ended September 30, 2002 and 2001............................................................ 4
Notes to Unaudited Consolidated Financial Statements......................................... 5
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.... 7
Item 3. Quantitative and Qualitative Disclosures about Market Risk............................... 13
Item 4. Controls and Procedures.................................................................. 13
PART II--OTHER INFORMATION
Item 1. Legal Proceedings........................................................................ 13
Item 2. Changes in Securities.................................................................... 13
Item 3. Defaults Upon Senior Securities.......................................................... 13
Item 4. Submission of Matters to a Vote of Security Holders...................................... 13
Item 5. Other Information........................................................................ 13
Item 6. Exhibits and Reports on Form 8-K......................................................... 13
SIGNATURES........................................................................................ 14
CERTIFICATIONS.................................................................................... 15
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SEEC, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------------- ----------------------------
2002 2001 2002 2001
----------- ----------- ----------- -----------
Revenues:
Software license and maintenance fees $ 457,137 $ 447,291 $ 1,065,810 $ 789,648
Professional services 412,060 158,420 605,353 401,205
----------- ----------- ----------- -----------
Total revenues 869,197 605,711 1,671,163 1,190,853
----------- ----------- ----------- -----------
OPERATING EXPENSES:
Cost of revenues:
Software license and maintenance fees 97,955 89,099 185,561 200,483
Professional services 334,371 228,651 520,548 463,995
----------- ----------- ----------- -----------
Total cost of revenues 432,326 317,750 706,109 664,478
General and administrative 534,346 481,197 957,972 955,934
Sales and marketing 550,224 1,040,792 1,485,581 2,092,620
Research and development 303,212 383,556 692,228 835,782
Amortization of goodwill and other intangible assets 7,370 44,019 14,739 88,038
Restructuring costs -- -- 344,253 --
----------- ----------- ----------- -----------
Total operating expenses 1,827,478 2,267,314 4,200,882 4,636,852
----------- ----------- ----------- -----------
LOSS FROM OPERATIONS (958,281) (1,661,603) (2,529,719) (3,445,999)
NET INTEREST INCOME 80,437 174,625 159,318 397,843
----------- ----------- ----------- -----------
NET LOSS $ (877,844) $(1,486,978) $(2,370,401) $(3,048,156)
=========== =========== =========== ===========
Basic and diluted net loss per common share $ (0.14) $ (0.24) $ (0.39) $ (0.50)
=========== =========== =========== ===========
Weighted average number of basic and
diluted common and common equivalent
shares outstanding 6,086,263 6,113,659 6,084,215 6,108,703
=========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements.
2
SEEC, INC.
Condensed Consolidated Balance Sheets
SEPTEMBER 30, MARCH 31,
2002 2002
------------ ------------
(UNAUDITED) (AUDITED *)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 9,074,709 $ 10,473,967
Short-term investments 2,926,724 3,932,412
Accounts receivable - trade, net 819,153 448,404
Prepaid expenses and other current assets 313,740 433,358
------------ ------------
Total current assets 13,134,326 15,288,141
PROPERTY AND EQUIPMENT, NET 647,113 831,120
INTANGIBLE ASSETS, NET 57,439 60,291
------------ ------------
$ 13,838,878 $ 16,179,552
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable - trade $ 154,001 $ 280,481
Accrued compensation 523,001 410,801
Other current liabilities 277,591 244,573
Deferred maintenance revenues 268,008 288,526
Income taxes payable 40,689 40,794
------------ ------------
Total current liabilities 1,263,290 1,265,175
------------ ------------
SHAREHOLDERS' EQUITY:
Preferred stock--no par value; 10,000,000 shares authorized;
none issued
Common stock--$.01 par value; 20,000,000 shares authorized;
6,309,187 shares issued 63,092 63,092
Additional paid-in capital 34,589,206 34,589,206
Accumulated deficit (21,299,383) (18,906,681)
Less treasury stock, at cost--220,830 and 227,043 shares
at September 30 and March 31, 2002, respectively (804,062) (827,605)
Accumulated other comprehensive income (loss) 26,735 (3,635)
------------ ------------
Total shareholders' equity 12,575,588 14,914,377
------------ ------------
$ 13,838,878 $ 16,179,552
============ ============
- --------------
* Condensed from audited financial statements
The accompanying notes are an integral part of these financial statements.
3
SEEC, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Six Months Ended
September 30,
------------------------------
2002 2001
------------ ------------
CASH FLOWS USED BY OPERATING ACTIVITIES $ (2,400,761) $ (3,290,864)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment, net of disposals (5,668) (47,943)
Purchases of short-term investments -- (767,057)
Sales of short-term investments 1,014,305 870,819
Other, net (11,887) (1,863)
------------ ------------
Net cash provided by investing activities 996,750 53,956
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchases of treasury stock -- (33,014)
Common stock issued 4,753 31,008
------------ ------------
Net cash provided (used) by financing activities 4,753 (2,006)
------------ ------------
NET DECREASE IN CASH AND CASH EQUIVALENTS (1,399,258) (3,238,914)
Cash and cash equivalents, beginning of period 10,473,967 16,049,397
------------ ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 9,074,709 $ 12,810,483
============ ============
The accompanying notes are an integral part of these financial statements.
4
SEEC, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements include the
accounts of SEEC, Inc. and its wholly-owned subsidiaries (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 accounting principles generally accepted in the United States of
America 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,
2002.
2. REVENUE RECOGNITION
The Company recognizes revenue in accordance with the American Institute of
Certified Public Accountants' Statement of Position ("SOP") 97-2, "Software
Revenue Recognition," and SOP 98-9, "Software Revenue Recognition, With Respect
to Certain Arrangements." SOP 97-2 specifies the criteria that must be met for
recognizing revenues from software sales, and SOP 98-9 requires recognition of
revenue using the "residual method" in a multiple-element arrangement when fair
value does not exist for one or more of the delivered elements in the
arrangement. Under the residual method, the total fair value of the undelivered
elements is deferred and subsequently recognized in accordance with SOP 97-2.
Revenues are derived from the license of software products, customer
support and maintenance contracts, and services contracts, including consulting
and training services. Revenues from product license fees are recognized when an
order or agreement is in hand, the fee is fixed and determinable, and delivery
of the product has occurred. Customer support and maintenance contract revenues
are recognized ratably over the term of the related agreement, generally twelve
months. The Company provides professional services under time-and-materials and
fixed-price contracts. Revenues from time-and-materials contracts are recognized
as the services are provided. Revenues from fixed-price contracts are recognized
principally by the percentage-of-completion method, whereby income is recognized
based on the estimated stage of completion of individual contracts. Provision
for estimated losses on uncompleted contracts is made in the period in which
such losses are determinable.
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 September 30, 2002, the Company had used $1.8 million to
repurchase 441,875 shares, of which 221,045 shares were reissued to cover
Employee Stock Purchase Plan transactions, stock option exercises, and stock
warrant exercises. Repurchased shares are recorded as treasury shares.
4. NET LOSS PER SHARE
Net loss per share for all periods presented is computed in accordance with
the provisions of Statement of Financial Accounting Standards No. 128, "Earnings
Per Share." Options and warrants are excluded from the computation of net loss
per share of common stock for the three- and six-month periods ended September
30, 2002 and 2001, because their effect is not dilutive.
5
5. COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) includes all changes in equity during a period,
except those resulting from investments by owners and distributions to owners.
The Company reports comprehensive income (loss) and its components in its annual
Consolidated Statement of Changes in Shareholders' Equity. The components of the
Company's comprehensive income (loss) were as follows:
THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------------- ----------------------------
2002 2001 2002 2001
----------- ----------- ----------- -----------
Net loss $ (877,844) $(1,486,978) $(2,370,401) $(3,048,156)
Unrealized gain on investments,
net of taxes 9,030 64,626 30,370 23,924
----------- ----------- ----------- -----------
Total comprehensive loss $ (868,814) $(1,422,352) $(2,340,031) $(3,024,232)
=========== =========== =========== ===========
6. RESTRUCTURING COSTS
In June 2002, in response to ongoing operating losses and the general
slowdown in the economy, the Company adopted a formal plan to reduce operating
costs. A key component of the plan was a shift from the Company's direct sales
strategy for its Axcess(TM) for Insurance solutions to a strategy whereby the
Company would enter into alliances with strategic partners to continue to market
its Axcess for Insurance solutions. This would allow the Company to reduce
operating costs while focusing its direct sales efforts on the SEEC Mosaic(R)
Studio product line.
In connection with these actions, during the three months ended June 2002,
the Company recorded restructuring costs of $344,253 in accordance with Emerging
Issues Task Force Issue No. 94-3, Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring) and SEC Staff Accounting Bulletin No. 100,
Restructuring and Impairment Charges. Included in the charge was $63,018 for the
abandonment and write-off of excess property and equipment. An accrued liability
was recorded for the remaining $281,235 in charges. Of this amount, $146,235 was
recorded for workforce reduction, consisting of severance and extended insurance
benefits attributable to 10 employees, primarily in the Company's sales and
marketing functions. The remaining $135,000 represents an accrual for
non-cancelable lease payments, less management's estimates of sublease income.
These estimates will be evaluated by the Company quarterly and are subject to
change based on actual events.
All charges associated with the restructuring are included as restructuring
costs under operating expenses in the statement of operations. Below is a
summary of the restructuring costs:
CHARGED TO
OPERATIONS RESTRUCTURING
THREE MONTHS TOTAL LIABILITIES AT
ENDED CASH SEPTEMBER 30,
JUNE 30, 2002 PAYMENTS 2002
------------- ---------- --------------
Cash Provisions:
Workforce reduction.......................... $ 146,235 $ (51,069) $ 95,166
Non-cancelable leases........................ 135,000 (16,875) 118,125
--------- --------- ---------
281,235 $ (67,944) $ 213,291
========= =========
Non-cash:
Write-off of excess property and equipment... 63,018
---------
$ 344,253
=========
6
7. INCOME TAXES
In the three- and six-month periods ended September 30, 2002 and 2001, 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, resulting in no tax provision or benefit accrued in the
periods. As of March 31, 2002, the Company had unused Federal and state net
operating loss carryforwards that may be applied to reduce future taxable income
of approximately $13,647,000 and $10,297,000, respectively. The carryforwards
expire at various times from March 31, 2007 to March 31, 2022. 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 SEEC's Annual Report on Form 10-K for the year ended March 31, 2002.
The information contained herein is not a comprehensive management overview and
analysis of the financial condition and results of operations of SEEC, 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 our 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. We assume no obligation to update such estimates to
reflect actual results, changes in assumptions or changes in other factors
affecting such estimates.
OVERVIEW
SEEC, Inc. ("SEEC" or the "Company") provides business-to-business (B2B)
software solutions that help insurance, financial services, telecommunications
and other large companies automate key business processes by evolving and
integrating their current applications and systems, saving time and money. The
Company's solutions are built upon SEEC Mosaic(TM) Studio, a suite of legacy
evolution tools and component templates for creating composite applications that
support real-time, collaborative business processes. The SEEC solutions can be
implemented without disrupting current operations or replacing back-end
administrative systems, providing a lower cost, shorter time, and lower risk for
development and deployment than traditional approaches. With our ability to
externalize business rules under a flexible architecture based on XML, Web
services and other emerging standards, we believe that we have the most
cost-effective B2B solutions available in the market today. SEEC's solutions
have penetrated over 30 Fortune 2000 companies.
The pervasive growth of the Web as a medium for business and the rapid
development and adoption of B2B technologies like XML and Web services are
driving large enterprises to externalize their traditional business processes to
improve efficiency, maintain their competitiveness, and enable future growth.
SEEC's solutions focus on preserving the competitive advantages inherent in
current financial, customer service and industrial systems while allowing
companies to utilize the underlying value of these systems in new Web-centric
business processes. SEEC Mosaic Studio supports these efforts by externalizing
the business rules within current systems and by providing means for quickly
integrating those systems with the Web.
The SEEC Mosaic Studio solutions are used in a wide range of industries,
and SEEC is now extending the SEEC Mosaic technologies to include component
templates that are used to deliver Axcess(TM) industry solutions for insurance
and other sectors. The first of these solutions, Axcess for Insurance, allows
insurance carriers to quickly automate their customer service, policy rating and
other processes. Axcess will reduce the carriers' costs and improve their
relations with customers and the agents and brokers that account for the vast
majority of insurance sales. Axcess, along with SEEC Mosaic Studio, provides a
new alternative to "build vs. buy" for B2B initiatives that offers a faster
return on investment.
SEEC was founded in 1988 to develop tools and solutions for reengineering of
legacy COBOL applications. Through 1999, organizations used SEEC's solutions
extensively for year 2000 remediation and testing, legacy
7
system maintenance, and legacy system reengineering. In fiscal 2001, we
introduced SEEC Mosaic Studio. Our customer base consists primarily of large and
medium-sized organizations including corporations, third-party information
technology ("IT") service providers, higher education institutions, non-profit
entities and governmental agencies. We derive our revenues from software license
and maintenance fees and professional services fees. Professional services are
typically provided to customers in conjunction with the license of software
products. Our enterprise solutions and software products and services are
marketed through a broad range of distribution channels, including direct sales
to end users, and to end users in conjunction with our partners.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
We prepare our financial statements in accordance with accounting
principles generally accepted in the United States of America, which require us
to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses and the disclosure of contingent assets and
liabilities. We periodically evaluate these estimates, including those related
to our revenue recognition, allowance for doubtful accounts, and intangible
assets. We base our estimates on historical experience and various other
assumptions that we believe to be reasonable based on the specific
circumstances, the results of which form the basis for making judgments about
the carrying value of certain assets and liabilities that are not readily
apparent from other sources. Actual results could differ from these estimates.
We believe the following critical accounting policies impact the most
significant judgments and estimates used in the preparation of our consolidated
financial statements. Information regarding our other accounting policies is
included in our Annual Report on Form 10-K for the year ended March 31, 2002.
Revenue Recognition. Our revenue recognition policy is significant because
our revenue is a key component of our results of operations. We follow detailed
guidelines discussed in Note 1 of the Notes to our Consolidated Financial
Statements for the year ended March 31, 2002. We recognize revenue in accordance
with generally accepted accounting principles that have been prescribed for the
software industry. The accounting rules related to revenue recognition are
complex and are affected by interpretations of the rules and an understanding of
industry practices, both of which are subject to change. Consequently, the
revenue recognition accounting rules require management to make significant
judgments.
Revenues are derived from the license of software products, customer
support and maintenance contracts, and services contracts, including consulting
and training services. Revenues from product license fees are recognized when an
order or agreement is in hand, the fee is fixed and determinable, and delivery
of the product has occurred. Customer support and maintenance contract revenues
are recognized ratably over the term of the related agreement, generally twelve
months. The Company provides professional services under time-and-materials and
fixed-price contracts. Revenues from time-and-materials contracts are recognized
as the services are provided. Revenues from fixed-price contracts are recognized
principally by the percentage-of-completion method, whereby income is recognized
based on the estimated stage of completion of individual contracts. Provision
for estimated losses on uncompleted contracts is made in the period in which
such losses are determinable. Fixed-price contracts and related estimates have
not been significant in recent years.
Impairment of Goodwill and Intangible Assets. We record intangible assets
when we acquire other companies. The cost of the acquisition is allocated to the
assets and liabilities acquired, including intangible assets, with the remaining
amount being classified as goodwill. We periodically review the carrying amounts
of goodwill and intangible assets for indications of impairment. If impairment
is indicated, we assess the value of the intangible assets. The value of
goodwill and intangible assets has been amortized to operating expense over
time, with in-process research and development recorded as a one-time charge on
the acquisition date. Under current accounting guidelines that became effective
on July 1, 2001, goodwill arising from transactions occurring after June 30,
2001 and any existing goodwill as of April 1, 2002 are no longer amortized to
expense but rather are periodically assessed for impairment. As a result of
write-downs of goodwill resulting from impairment evaluations performed in
fiscal 2001 and 2002, no goodwill exists as of April 1, 2002. We periodically
review the estimated remaining useful lives of our remaining intangible assets.
A reduction in our estimate of remaining useful lives, if any, could result in
increased amortization expense in future periods. See Notes 2 and 3 to the
Consolidated Financial Statements for the year ended March 31, 2002.
8
Allowance for Doubtful Accounts. We record allowances for estimated losses
resulting from the inability of our customers to make required payments. We
assess the credit worthiness of our customers based on past collection history
and specific risks identified in our outstanding accounts receivable. If the
financial condition of a customer deteriorates such that its ability to make
payments might be impaired, or if payments from a customer are significantly
delayed, additional allowances might be required, resulting in future bad debt
expense not provided in the allowance for doubtful accounts at September 30,
2002.
Restructuring Costs. In June 2002, SEEC's management formally adopted a
plan to reduce operating costs, including a change in our sales strategy related
to Axcess for Insurance solutions. We have accounted for the related
restructuring costs in accordance with Emerging Issues Task Force Issue No.
94-3, Liability Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)
and SEC Staff Accounting Bulletin No. 100, Restructuring and Impairment Charges.
A significant portion of the restructuring costs related to excess facilities,
primarily from non-cancelable leases and other costs for the abandonment or
disposal of property and equipment. Estimates related to non-cancelable lease
costs and sublease income are based on certain assumptions, including those
regarding the period during which we will be successful in contracting with a
sub-lessee or sub-lessees, and sublease rates which can be achieved. We review
these estimates each reporting period, and to the extent that these assumptions
change due to changes in the market, the ultimate restructuring expenses for
these excess facilities could vary.
COMPARISON OF THREE- AND SIX-MONTH PERIODS ENDED SEPTEMBER 30, 2002 AND 2001
The following section includes information related to changes in SEEC's
Consolidated Statements of Operations. References to the second quarter of
fiscal 2003 and to the second quarter of fiscal 2002 refer to the three months
ended September 30, 2002 and September 30, 2001, respectively.
REVENUES. Total revenues for the second quarter of fiscal 2003 were
$869,000 compared to $606,000 for the second quarter of fiscal 2002, an increase
of $263,000 or 43%. For the six months ended September 30, 2002, total revenues
were $1,671,000 compared to $1,191,000 for the six months ended September 30,
2001, an increase of $480,000 or 40%.
Software license and maintenance fees were $457,000 for the second quarter
of fiscal 2003 compared to $447,000 for the second quarter of fiscal 2002, an
increase of $10,000 or 2%. For the six months ended September 30, 2002, software
license and maintenance fees were $1,066,000 compared to $790,000 for the six
months ended September 30, 2001, an increase of $276,000 or 35%. Professional
services revenues were $412,000 for the second quarter of fiscal 2003 compared
to $158,000 for the second quarter of fiscal 2002, an increase of $254,000 or
161%. For the six months ended September 30, 2002, professional services
revenues were $605,000 compared to $401,000 for the six months ended September
30, 2001, an increase of $204,000 or 51%.
The increases in revenues are attributable to an increase in demand for
professional services, primarily those provided in conjunction with software
license sales. Such sales during the first two quarters of fiscal year 2003,
including our first sale of Axcess components, included a higher complement of
professional services, and these services are being delivered in the six-month
period of fiscal 2003 and beyond.
COST OF REVENUES. Total cost of revenues was $432,000 for the second
quarter of fiscal 2003 compared to $318,000 for the second quarter of fiscal
2002, an increase of $114,000 or 36%. For the six months ended September 30,
2002, total cost of revenues was $706,000 compared to $664,000 for the six
months ended September 30, 2001, an increase of $42,000 or 6%. The increases in
total cost of revenues are attributable primarily to the salary and benefits
costs of personnel providing the professional services. The increased demand for
professional services was met by redeploying qualified personnel from other
departments within SEEC, rather than by subcontracting or hiring new employees.
Cost of software license and maintenance fees includes the costs of
providing customer support services, 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 our software products. Customer support is
primarily delivered via telephone or online (Internet) to customers who have
purchased maintenance in conjunction with software license purchases. Cost of
software license and maintenance fees was $98,000 for the second quarter of
fiscal 2003 compared to $89,000 for the second
9
quarter of fiscal 2002, an increase of $9,000 or 10%. This increase was due
primarily to the cost of third-party software sold. For the six months ended
September 30, 2002, cost of software license and maintenance fees were $186,000
compared to $200,000 for the six months ended September 30, 2001, a decrease of
$14,000 or 7%. This decrease was due primarily to a reduction in personnel
costs.
Professional services costs consist primarily of compensation and related
benefits, and travel and equipment for Company personnel responsible for
providing consulting and training services to customers. Professional services
costs were $334,000 for the second quarter of fiscal 2003 compared to $229,000
for the second quarter of fiscal 2002, an increase of $105,000 or 46%. For the
six months ended September 30, 2002, professional services costs were $521,000
compared to $464,000 for the six months ended September 30, 2001, an increase of
$57,000 or 12%. The increases in professional services costs are attributable
primarily to the salary and benefits costs of personnel providing the
professional services. The increased demand for professional services was met by
redeploying qualified personnel from other departments within SEEC.
GROSS MARGINS. Total gross margin (total revenues less total cost of
revenues) as a percentage of revenues was 50% and 58% for the three- and
six-month periods ended September 30, 2002 compared to 48% and 44% for the
three- and six-month periods ended September 30, 2001, respectively. Gross
margin percentages were 79% and 80% for software license and maintenance fees,
and 19% and (44)% for professional services for the second quarters of fiscal
2003 and 2002 respectively. Gross margin percentages were 83% and 75% for
software license and maintenance fees, and 14% and (16)% for professional
services for the six-month periods ended September 30, 2002 and 2001,
respectively. The gross margin percentages for software license and maintenance
fees are impacted by the proportion of customer support services costs to the
amount of software license and maintenance fees generated in a given period.
These percentages also fluctuate depending on the mix of software products and
the varying royalty expenses, if any, associated with those products. The gross
margin percentages for professional services vary depending on the utilization
rates of billable consultants, the timing and amount of costs incurred for
recruiting and training services consultants, and the type of services provided.
The gross margin percentages for professional services in the three- and
six-month periods ended September 30, 2002 were higher than the gross margin
percentages in the fiscal 2002 periods due primarily to an increase in revenues,
which in turn improved the utilization rates of billable consultants between the
periods.
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 $534,000 for the second quarter of fiscal 2003 compared to
$481,000 for the second quarter of fiscal 2002, an increase of $53,000 or 11%.
For the six months ended September 30, 2002, general and administrative expenses
were $958,000, compared to $956,000 for the six months ended September 30, 2001,
an increase of $2,000. The increases in the fiscal 2003 periods compared to
fiscal 2002 are due primarily to employee severance costs of $79,000 expensed in
the second quarter of fiscal 2003.
SALES AND MARKETING. Sales and marketing expenses consist primarily of
salaries, incentive compensation and related taxes and benefits of our sales,
sales support, and marketing personnel, plus the costs of travel, advertising,
trade shows, and other promotional activities. Sales and marketing expenses were
$550,000 for the second quarter of fiscal 2003 compared to $1,041,000 for the
second quarter of fiscal 2002, a decrease of $491,000 or 47%. For the six months
ended September 30, 2002, sales and marketing expenses were $1,486,000 compared
to $2,093,000 for the six months ended September 30, 2001, a decrease of
$607,000 or 29%. Expenses in the prior year periods included higher levels of
spending on recruitment and employment-related expenses, and on advertising and
promotion. Furthermore, the June 2002 restructuring resulted in an overall
reduction in expenses in the second quarter of fiscal 2003, compared to the
second quarter of fiscal 2002.
RESEARCH AND DEVELOPMENT. Total expenditures for research and development
were $303,000 for the second quarter of fiscal 2003 compared to $384,000 for the
second quarter of fiscal 2002, a decrease of $81,000 or 21%. For the six months
ended September 30, 2002, expenditures for research and development were
$692,000 compared to $836,000 for the six months ended September 30, 2001, a
decrease of $144,000 or 17%. These decreases were the result of reductions in
employment-related expenses. A larger proportion of development work was shifted
to India, where personnel costs are lower. Also, some research and development
personnel were temporarily redeployed to billable services during the second
quarter of fiscal year 2003 to meet the increased demand for professional
services.
10
AMORTIZATION OF GOODWILL AND OTHER INTANGIBLE ASSETS. Goodwill and other
intangible assets are amortized over their estimated useful lives of five to
seven years. In the second quarter of fiscal 2003, amortization expense was
$7,000 compared to $44,000 for the second quarter of fiscal 2002, a decrease of
$37,000 or 84%. For the six months ended September 30, 2002, amortization
expense was $15,000 compared to $88,000 for the six months ended September 30,
2001, a decrease of $73,000 or 83%. The reductions were due to the write-down of
goodwill recorded in the fourth quarter of fiscal 2002, which reduced the value
of assets subject to amortization in subsequent quarters.
RESTRUCTURING AND IMPAIRMENT CHARGES. In June 2002, we adopted a formal
plan to reduce operating costs, including the shift in our direct sales strategy
related to Axcess for Insurance solutions. Our strategy in implementing the
restructuring was to reduce operating costs while focusing our direct sales
efforts on the SEEC Mosaic Studio product line. We intend to continue to market
the Axcess for Insurance solution through alliances with strategic partners,
who, we believe, can offer a broader solution for the insurance market and can
leverage their greater sales and marketing resources and existing customer
relationships. In connection with this plan, during the first quarter of fiscal
2003, we recorded restructuring costs of $344,253, consisting of charges for
workforce reduction, the write-off of abandoned excess property and equipment,
and an accrual for non-cancelable lease obligations related to unused
facilities. See Note 6.
There can be no assurance that our restructuring activities will be
sufficient to allow us to generate improved operating results in future periods.
It is possible that additional changes in our business or in our industry may
necessitate additional restructuring activities in the future, which may result
in expenses that adversely affect reported results of operations in the period
the restructuring plan is adopted and require incremental cash payments.
NET INTEREST INCOME. Net interest income consists principally of interest
income on cash equivalents and short-term investments, which are comprised
primarily of money market funds and high-grade bonds with average maturities of
less than two years. Net interest income was $80,000 for the second quarter of
fiscal 2003 compared to $175,000 for the second quarter of fiscal 2002, a
decrease of $95,000 or 54%. For the six months ended September 30, 2002, net
interest income was $159,000 compared to $398,000, a decrease of $239,000 or
60%. These decreases result from lower cash and short-term investments balances
combined with the effect of lower short-term interest rates in the current year
periods as compared to the prior year periods.
INCOME TAXES. In fiscal 2003 and 2002, the Company calculated a net
deferred tax asset, which was fully offset by a valuation allowance due to the
uncertainty of realization of our net operating loss carryforwards. As a result,
no provision for income taxes was recorded. At March 31, 2002, SEEC had unused
Federal and state net operating loss carryforwards that may be applied to reduce
future taxable income of approximately $13,647,000 and $10,297,000,
respectively. The carryforwards expire at various times from March 31, 2007 to
March 31, 2022. Certain changes in SEEC's ownership could result in an annual
limitation on the amount of carryforwards that may be utilized.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2002, we had cash, cash equivalents, and short-term
investments of $12,001,000 and working capital of $11,871,000. Excess cash has
been invested, and we expect that it will continue to be invested, in
interest-bearing investment grade securities and money market funds. We used
$2,401,000 for operating activities in the six months ended September 30, 2002,
compared to $3,291,000 used for operating activities in the six months ended
September 30, 2001. Our primary investing activities in the six months ended
September 30, 2002 consisted of net sales of short-term investments of
$1,014,000, compared to net sales of short-term investments of $104,000 in the
six months ended September 30, 2001. We used $33,000 for stock repurchases in
the six months ended September 30, 2001, while proceeds from common stock issued
totaled $5,000 and $31,000 in the six months ended September 30, 2002 and 2001,
respectively.
Our cash balances may be used to develop or expand domestic and
international sales and marketing efforts, to establish additional facilities,
to hire additional personnel, to increase research and development, for capital
expenditures, and for working capital and other general corporate purposes. We
may also utilize cash to develop or
11
acquire other businesses, products or technologies complementary to our current
business. The amounts actually expended for each such purpose may vary
significantly and are subject to change at our discretion, depending upon
certain factors, including economic or industry conditions, changes in the
competitive environment and strategic opportunities that may arise. We believe
that cash flows from operations and the current cash balances will be sufficient
to meet our liquidity needs for the foreseeable future. In the longer term, we
may require additional sources of capital to continue operations at the current
rate or to fund future growth. Such sources of capital may include additional
equity offerings or debt financings.
SEASONALITY
We do not believe that our operations are affected by seasonal factors. Our
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 our business
during the periods discussed have not been material. Movements in foreign
currency exchange rates create a degree of risk to our operations if those
movements affect the dollar value of costs incurred in foreign currencies. The
majority of our billings to date have been denominated in U.S. dollars. Changing
currency exchange rates may affect our competitive position if such changes
impact the profitability and business and/or pricing strategies of non-U.S.
based competitors.
The functional currency of our foreign subsidiaries 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.
RECENT ACCOUNTING STANDARDS
In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 141, "Business
Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No.
141 requires the use of the purchase method of accounting and prohibits the use
of the pooling-of-interests method of accounting for business combinations
initiated after June 30, 2001. Our previous business combinations were accounted
for using the purchase method. SFAS No. 141 also requires that acquired
intangible assets be recognized apart from goodwill if the acquired intangible
assets meet certain criteria. In accordance with the guidelines in SFAS No. 142,
goodwill and other intangible assets with indefinite useful lives will be tested
for impairment annually, or more frequently if impairment indicators arise.
Separable intangible assets that are not deemed to have an indefinite life will
continue to be amortized over their useful lives. SFAS No. 142 must be applied
to all goodwill and other intangible assets recognized at December 15, 2001,
regardless of when those assets were initially recognized. In accordance with
the provisions of the statement, we adopted SFAS 142 on April 1, 2002. Under the
new standard, we reassessed the useful lives of other intangible assets during
the first quarter of fiscal 2003. SFAS No. 142 requires that a transitional
goodwill impairment test be completed six months from the date of adoption. The
adoption of the new standards did not have a material affect on our financial
position, results of operations, or cash flows.
In October 2001, the FASB issued SFAS No. 144, "Accounting for Impairment
or Disposal of Long-Lived Assets," which supersedes SFAS No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of." SFAS No. 144 also supercedes certain provisions of APB Opinion No. 30,
"Reporting the Results of Operations--Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions." SFAS No. 144 addresses financial accounting and
reporting for the impairment and disposal of long-lived assets and significantly
changes the criteria required to classify an asset as held-for-sale. We adopted
the standard effective April 1, 2002. The adoption of SFAS No. 144 did not have
a material affect on our financial position, results of operations, or cash
flows.
12
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk. Our exposure to market rate risk for changes in
interest rates relates to our cash equivalent instruments and short-term
investments. We invest our excess cash in short-term, floating-rate instruments.
Short-term investments consist of fixed-income securities of government agencies
and high quality corporate issuers. The average duration of the short-term
investment portfolio of debt securities is approximately two years. These
securities are generally classified as available-for-sale and, consequently, are
recorded on the balance sheet at fair value with unrealized gains or losses, net
of tax, reported as a separate component of accumulated other comprehensive
income (loss). A sharp rise in interest rates could have a material adverse
impact on the fair value of our fixed-income investments. Conversely, declines
in interest rates could have a material impact on interest earnings. We do not
currently use derivative financial instruments to hedge these interest rate
exposures.
Foreign Currency Risk. We are exposed to foreign currency exchange rate
fluctuations as the financial results of our foreign subsidiaries in India and
the United Kingdom are translated into U.S. dollars. As part of our risk
management strategy, we maintain only nominal foreign currency cash balances,
consisting of working funds necessary to facilitate the short-term operations of
our subsidiaries. We did not hold any material foreign-denominated financial
instruments or contracts, and we have not entered into foreign currency hedge
transactions. The effect of an immediate 10% change in exchange rates would not
have a material impact on our operating results or cash flows.
ITEM 4. CONTROLS AND PROCEDURES
Based on the Company's most recent evaluation, which was completed within
90 days of the filing of this Form 10-Q, the Company's Chief Executive Officer
and Chief Financial Officer have concluded that the Company's disclosure
controls and procedures (as defined in Rules 13a-14 and 15d-14 under the
Securities Exchange Act of 1934, as amended) are effective. There have been no
significant changes in internal controls or in other factors that could
significantly affect these controls, including any corrective actions with
regard to significant deficiencies and material weaknesses.
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:
The Exhibits listed below are filed as part of this Form 10-Q.
EXHIBIT
NO. DESCRIPTION
------- -------------------------------------------------------
10.19 Separation and Release Agreement dated October XX, 2002
between the Registrant and John D. Godfrey.
99.1 Certification Pursuant To 18 U.S.C. Section 1350, As
Adopted Pursuant To Section 906 Of The Sarbanes-Oxley
Act Of 2002.
(B) REPORTS ON FORM 8-K:
No reports on Form 8-K were filed during the quarter ended September 30,
2002.
13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused the report to be signed on its behalf by the
undersigned thereunto duly authorized.
SEEC, Inc.
--------------------------------------
(Registrant)
Date: November 12, 2002
By: /s/ RAVINDRA KOKA
--------------------------------------
Ravindra Koka
President, Chief Executive
Officer and Director
(Principal Executive Officer)
By: /s/ RICHARD J. GOLDBACH
--------------------------------------
Richard J. Goldbach
Treasurer and Chief Financial Officer
(Principal Financial Officer)
14
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Ravindra Koka, certify that:
1. I have reviewed this quarterly report on Form 10-Q of SEEC, Inc. for
the period ended September 30, 2002;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly represent in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weakness in internal
controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: November 12, 2002 /s/ RAVINDRA KOKA
---------------------------------
Ravindra Koka
President, Chief Executive
Officer and Director
15
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Richard J. Goldbach, certify that:
1. I have reviewed this quarterly report on Form 10-Q of SEEC, Inc. for
the period ended September 30, 2002;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly represent in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weakness in internal
controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: November 12, 2002 /s/ RICHARD J. GOLDBACH
---------------------------------
Richard J. Goldbach
Treasurer and Chief Financial Officer
16