UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |
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For the Period Ended June 30, 2003 |
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OR |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |
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For the Transition Period From To |
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Commission File Number 1-8722 |
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MSC.SOFTWARE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
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95-2239450 |
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(State or Other Jurisdiction of Incorporation or Organization) |
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(I.R.S. Employer Identification No.) |
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2 MacArthur Place |
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92707 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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(714) 540-8900 |
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(Registrant’s Telephone Number, Including Area Code) |
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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 for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ý NO o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES ý NO o
As of July 31, 2003, the number of shares outstanding of the Registrant’s Common Stock, par value $0.01 per share, was 30,231,765.
MSC.SOFTWARE CORPORATION
INDEX TO FORM 10-Q
JUNE 30, 2003
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PART I. FINANCIAL INFORMATION |
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Item 1. |
Financial Statements |
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Condensed Consolidated Balance Sheets (Unaudited) |
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Notes to Unaudited Condensed Consolidated Financial Statements |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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1
MSC.SOFTWARE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
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June 30, |
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December 31, |
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ASSETS |
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Current Assets: |
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Cash and Cash Equivalents |
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$ |
45,451,000 |
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$ |
29,387,000 |
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Investments |
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4,336,000 |
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5,177,000 |
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Trade Accounts Receivable, Net of Allowance of $3,104,000 and $3,249,000 at June and December, Respectively |
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78,765,000 |
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97,636,000 |
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Deferred Tax Assets |
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17,703,000 |
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19,839,000 |
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Other Current Assets |
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29,305,000 |
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17,338,000 |
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Total Current Assets |
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175,560,000 |
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169,377,000 |
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Property and Equipment, Net |
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34,611,000 |
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35,511,000 |
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Capitalized Software Costs, Net |
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28,109,000 |
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25,957,000 |
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Goodwill and Indefinite Lived Intangibles |
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199,945,000 |
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216,058,000 |
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Other Intangible Assets, Net |
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44,902,000 |
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48,730,000 |
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Other Assets |
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22,287,000 |
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11,641,000 |
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TOTAL ASSETS |
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$ |
505,414,000 |
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$ |
507,274,000 |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Current Liabilities: |
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Accounts Payable |
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$ |
27,421,000 |
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$ |
32,706,000 |
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Current Portion of Note Payable |
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— |
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13,750,000 |
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Current Portion of Notes Payable to Shareholders |
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— |
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4,590,000 |
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Deferred Revenue |
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75,299,000 |
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67,327,000 |
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Compensation and Related Expenses |
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16,261,000 |
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14,732,000 |
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Restructuring Reserve |
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5,266,000 |
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4,207,000 |
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Other Current Liabilities |
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18,323,000 |
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24,276,000 |
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Total Current Liabilities |
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142,570,000 |
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161,588,000 |
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Deferred Income Taxes |
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27,010,000 |
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29,243,000 |
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Note Payable, Less Current Portion |
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40,104,000 |
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Notes Payable to Shareholders, Less Current Portion |
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4,647,000 |
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19,880,000 |
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Subordinated Notes Payable |
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6,925,000 |
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6,817,000 |
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Subordinated Convertible Debentures |
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100,000,000 |
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Other Long Term Liabilities |
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7,315,000 |
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7,162,000 |
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Commitments and Contingencies (Note 15) |
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Shareholders’ Equity: |
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Preferred Stock, $0.01 Par Value, 10,000,000 Shares Authorized; No Shares Issued and Outstanding |
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— |
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Common Stock, $0.01 Par Value, 100,000,000 Shares Authorized; 30,027,100 and 29,776,100 Issued and Outstanding at June and December, Respectively |
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300,000 |
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298,000 |
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Additional Paid-in Capital |
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283,426,000 |
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282,058,000 |
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Accumulated Other Comprehensive Loss |
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(3,608,000 |
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(3,367,000 |
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Accumulated Deficit |
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(62,894,000 |
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(36,232,000 |
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Treasury Shares, At Cost (40,000 Shares) |
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(277,000 |
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(277,000 |
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Total Shareholders’ Equity |
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216,947,000 |
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242,480,000 |
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TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
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$ |
505,414,000 |
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$ |
507,274,000 |
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See accompanying notes to unaudited condensed consolidated financial statements.
2
MSC.SOFTWARE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
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Three Months Ended |
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Six Months Ended |
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2003 |
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2002 |
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2003 |
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2002 |
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REVENUE: |
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