8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 10, 2021

SEACHANGE INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-38828	04-3197974
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

177 Huntington Ave, Ste 1703 #73480,

Boston, MA 02115

(Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code: (978) 897-0100

N/A

(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 Par Value	SEAC	The Nasdaq Global Select Market
Series A Participating Preferred Stock Purchase Rights	SEAC	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition.

Attached as Exhibit 99.1 hereto, and incorporated herein by reference, is a copy of the press release issued by SeaChange International, Inc. (“SeaChange”) dated June 10, 2021, reporting SeaChange’s preliminary financial results for the fiscal quarter ended April 30, 2021.

The information contained in this Item 2.02 and Exhibit 99.1 attached hereto and incorporated herein by reference is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. This information shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by SeaChange, whether made before or after the date hereof, regardless of any general incorporation language in such filings.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following Exhibit is attached to this report:

Exhibit No.	Description
99.1	Press release issued by SeaChange International, Inc. dated June 10, 2021.
104	Cover Page Interactive Data File, formatting Inline Extensible Business Reporting Language (iXBRL).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SEACHANGE INTERNATIONAL, INC.
	by:	/s/ MICHAEL D. PRINN
		Michael D. Prinn
Dated: June 10, 2021		Chief Financial Officer, Senior Vice President and Treasurer

EX-99.1

Exhibit 99.1

SeaChange International Reports Fiscal First Quarter 2022 Financial Results

Boston, MA – June 10, 2021– SeaChange International, Inc. (NASDAQ: SEAC),a leading provider of video delivery platforms, today reported financial and operational results for the fiscal first quarter ended April 30, 2021.

Fiscal First Quarter 2022 and Recent Highlights

• Implemented and began executing a multi-phased strategic roadmap designed to increase scale, capture market share, and create even greater value for both our customers and shareholders.

• Launched a new product marketing strategy focused on three product platforms: Cable Video Delivery Platform, OTT Streaming Platform, and Advanced Advertising Platform.

• Strong balance sheet with $21.3 million in cash and cash equivalents.

• Operating expenses decreased 9% in the fiscal first quarter of 2022 compared to fiscal fourth quarter of 2021 due to ongoing efficiency measures.

Management Commentary

“During the fiscal first quarter, we successfully completed the initial phase of our strategic roadmap, which has optimized our operations, solidified our financial foundation, and positioned us to drive scale, capture market share and create even greater value for both our customers and shareholders,” said Robert Pons, SeaChange’s Executive Chairman. “The initial phase of our plan involved refining our growth strategy and technology positioning to capitalize on the explosive growth in video streaming, a market that industry analysts expect to surpass $140 billion in annual revenues by 2026. SeaChange’s turnkey enablement platform and advertising insertion technology provides us with a distinct competitive advantage and gives us confidence in our ability to capitalize on streaming industry growth. We are actively marketing our OTT Streaming Platform to cable operators and content owners globally, including film and TV producers, who are looking to launch their own streaming channels and platforms. A major part of our success is expected to come through strategic partners who recognize the value of SeaChange’s ‘full stack’ streaming enablement platform to seamlessly launch a new streaming service.  

“SeaChange sits at the epicenter of the video industry’s transformation to OTT video streaming services and delivery to the billions of end users globally. Our favorable competitive positioning, robust market dynamics, and performance thus far gives us confidence that fiscal 2022 will be a year of growth and transformation. Longer term, we expect that the successful execution of our strategic roadmap will translate to sustainable growth and consistent profitability in the years ahead.”

Fiscal First Quarter 2022 Financial Results

• Total revenue was $5.1 million, compared to $5.1 million in the fourth quarter of fiscal 2021. Product revenue was $1.6 million (or 32% of total revenue), an improvement compared to $1.4 million (or 27% of total revenue) in the fourth quarter of fiscal 2021. Service revenue was $3.4

million (or 68% of total revenue) compared to $3.7 million (or 73% of total revenue) in the fourth quarter of fiscal 2021.

• Revenue backlog at quarter end remained strong at $20.1 million.

• Gross profit was $2.8 million (or 56% of total revenue), compared to $2.8 million (or 55% of total revenue) in the fourth quarter of fiscal 2021.

• Total operating expenses decreased to $6.6 million compared to $7.3 million in the fourth quarter of fiscal 2021.

• GAAP loss from operations totaled $3.8 million, an improvement compared to a GAAP loss from operations of $4.4 million in the fourth quarter of fiscal 2021.

• GAAP net loss totaled $4.1 million, or $(0.10) per basic share, an improvement from GAAP net loss $4.4 million, or $(0.12) per basic share, in the fourth quarter of fiscal 2021.

• Non-GAAP loss from operations totaled $2.8 million, or $(0.07) per basic share, an improvement from non-GAAP loss from operations of $3.5 million, or $(0.09) per basic share, in the fourth quarter of fiscal 2021.

Conference Call

SeaChange will host a conference call today (June 10, 2021) at 5:00 p.m. Eastern time (2:00 p.m. Pacific time) to discuss these results.

SeaChange executive management will host the call, followed by a question-and-answer period.

U.S. dial-in number: 877-407-8037

International number: 201-689-8037

Meeting Number: 13720348

Please call the conference telephone number approximately 10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Gateway Investor Relations at 949-574-3860.    

The conference call will be broadcast live and available for replay hereand via the investor relations section of SeaChange’s website.

About SeaChange International, Inc.

SeaChange International (NASDAQ: SEAC) powers hundreds of cloud and on-premises platforms with live TV and video on demand (VOD) for millions of end users worldwide. SeaChange's end-to-end solution enables operators and content owners to cost-effectively launch a direct-to-consumer video streaming service to manage, curate and monetize their linear and on demand content across all major device platforms such as Smart-TVs, mobile devices, and Set-Top-Boxes. A demonstration of SeaChange’s video streaming platform is available here. For more information on SeaChange, please visit www.seachange.com.

Safe Harbor Provision

Certain statements in this press release may constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, as amended to date.  

Forward-looking statements can be identified by words such as "may," "might," "will," "should," "could," "expects," "plans," "anticipates," "believes," "seeks," "intends," "estimates," "predicts," "potential" or "continue," the negative of these terms and other comparable terminology. Examples of forward-looking statements include, among others, statements we make regarding the Company’s ability to execute its strategic roadmap, capture additional market share and capitalize on the growing demand for over-the-top video streaming services globally; the Company’s ability to effectively monetize the value of its software and services; the Company’s ability to accelerate key initiatives and execute on its strategic plan in a manner that translates to sustainable growth and consistent profitability in the years ahead;; and other statements that are not purely statements of historical fact. These forward-looking statements are made on the basis of the current beliefs, expectations, and assumptions of the management of the Company and are subject to a number of known and unknown risks and significant business, economic and competitive uncertainties that could cause actual results to differ materially from what may be expressed or implied in these forward-looking statements.  Risks that could cause actual results to differ include, but are not limited to: the impact of COVID-19 on our business and the economies in which we operate; the continued spending by the Company's customers on video solutions and services and expenses we may incur in fulfilling customer arrangements; the manner in which the multiscreen video and over-the-top markets develop; the Company's ability to compete in the software marketplace; the loss of or reduction in demand, or the return of product, by one of the Company's large customers or the failure of revenue acceptance criteria in a given fiscal quarter; the cancellation or deferral of purchases of the Company's products; any decline in demand or average selling prices for our products and services; failure to achieve our financial forecasts due to inaccurate sales forecasts or other factors, including due to expenses we may incur in fulfilling customer arrangements; the impact of our cost-savings and restructuring programs; the Company's ability to manage its growth; the risks associated with international operations; the ability of the Company to use its net operating losses, including the potential impact on these losses resulting from the Coronavirus Aid, Relief, and Economic Security (CARES) Act; the impact of changes in the market on the value of our investments; changes in the regulatory environment; and other risks that are described in further detail in the Company’s reports filed from time to time with the Securities and Exchange Commission (SEC), which are available at www.sec.gov, including but not limited to, such information appearing under the caption "Risk Factors" in the Company's Annual Report on Form 10-K. Any forward-looking statements should be considered in light of those risk factors. The Company cautions readers that such forward-looking statements speak only as of the date they are made. The Company disclaims any intent or obligation to publicly update or revise any such forward-looking statements to reflect any change in Company expectations or future events, conditions or circumstances on which any such forward-looking statements may be based, or that may affect the likelihood that actual results may differ from those set forth in such forward-looking statements.

SeaChange Contact:

Matt Glover
Gateway Investor Relations
949-574-3860
SEAC@gatewayir.com

SeaChange International, Inc.

Condensed Consolidated Balance Sheets

(Unaudited, amounts in thousands)

	April 30, 2021		January 31, 2021
Assets
Cash and cash equivalents	$	21,278	$	5,856
Marketable securities		—		252
Accounts and other receivables, net		6,249		6,050
Unbilled receivables		14,262		15,699
Prepaid expenses and other current assets		4,427		4,372
Property and equipment, net		478		605
Goodwill and intangible assets, net		11,519		11,849
Other assets		3,805		5,725
Total assets	$	62,018	$	50,408
Liabilities and Stockholders' Equity
Accounts payable and other liabilities	$	7,777	$	10,172
Deferred revenue		5,609		5,394
Deferred tax liabilities and income taxes payable		897		888
Promissory note		2,413		2,413
Total liabilities		16,696		18,867
Total stockholders' equity		45,322		31,541
Total liabilities and stockholders' equity	$	62,018	$	50,408

SeaChange International, Inc.

Consolidated Statements of Operations

(Unaudited, amounts in thousands, except per share data)

	For the Three Months Ended April 30,
	2021			2020
Revenue:
Product	$	1,620		$	3,098
Service		3,432			3,817
Total revenue		5,052			6,915
Cost of revenue:
Product		406			1,580
Service		1,815			2,826
Total cost of revenue		2,221			4,406
Gross profit		2,831			2,509
Operating expenses:
Research and development		2,668			4,166
Selling and marketing		1,380			2,126
General and administrative		2,105			2,054
Severance and restructuring costs		484			486
Total operating expenses		6,637			8,832
Loss from operations		(3,806	)		(6,323	)
Other expense, net		(228	)		(208	)
Loss before income taxes		(4,034	)		(6,531	)
Income tax provision (benefit)		34			(21	)
Net loss	$	(4,068	)	$	(6,510	)
Net loss per share, basic	$	(0.10	)	$	(0.17	)
Net loss per share, diluted	$	(0.10	)	$	(0.17	)
Weighted average common shares outstanding, basic		41,307			37,521
Weighted average common shares outstanding, diluted		41,307			37,521
Comprehensive loss:
Net loss	$	(4,068	)	$	(6,510	)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment		41			(24	)
Unrealized gains on marketable securities		1			9
Total other comprehensive income (loss)		42			(15	)
Comprehensive loss	$	(4,026	)	$	(6,525	)

SeaChange International, Inc.

Consolidated Statements of Cash Flows

(Unaudited, amounts in thousands)

	For the Three Months Ended April 30,
	2021			2020
Cash flows from operating activities:
Net loss	$	(4,068	)	$	(6,510	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense		376			357
Loss on disposal of fixed assets		77			—
Gain on write-off of operating lease right-of-use assets and liabilities      related to termination		(328	)		—
Change in allowance for doubtful accounts		—			(316	)
Stock-based compensation expense		208			357
Realized and unrealized foreign currency transaction loss (gain)		263			(29	)
Other		1			14
Changes in operating assets and liabilities:
Accounts receivable		(208	)		3,111
Unbilled receivables		1,431			589
Prepaid expenses and other current assets and other assets		—			(554	)
Accounts payable		34			417
Accrued expenses and other liabilities		173			(1,689	)
Deferred revenue		221			(10	)
Net cash used in operating activities		(1,820	)		(4,263	)
Cash flows from investing activities:
Purchases of property and equipment		(7	)		(138	)
Proceeds from sales and maturities of marketable securities		252			1,201
Net cash provided by investing activities		245			1,063
Cash flows from financing activities:
Proceeds from stock option exercises		137			119
Proceeds from employee stock purchase plan		—			18
Proceeds from issuance of common stock, net of issuance costs		17,462			—
Net cash provided by financing activities		17,599			137
Effect of exchange rate on cash, cash equivalents and restricted cash		(199	)		153
Net increase (decrease) in cash, cash equivalents and restricted cash		15,825			(2,910	)
Cash, cash equivalents and restricted cash at beginning of period		6,084			9,297
Cash, cash equivalents and restricted cash at end of period	$	21,909		$	6,387
Supplemental disclosure of cash flow information
Income taxes paid	$	101		$	11
Non-cash activities:
Right-of-use assets obtained in exchange for lease obligations	$	—		$	402

Non-GAAP Measures

We define non-GAAP loss from operations as U.S. GAAP net loss plus stock-based compensation expenses, amortization of intangible assets, severance and other restructuring costs, other expense, net, and income tax (benefit) provision. We discuss non-GAAP loss from operations, including on a per share basis, in our quarterly earnings releases and certain other communications, as we believe non-GAAP operating loss from operations is an important measure that is not calculated according to U.S. GAAP. We use non-GAAP loss from operations in internal forecasts and models when establishing internal operating budgets, supplementing the financial results and forecasts reported to our Board of Directors, determining a component of bonus compensation for executive officers and other key employees based on operating performance, and evaluating short-term and long-term operating trends in our operations. We believe that the non-GAAP loss from operations financial measure assists in providing an enhanced understanding of our underlying operational measures to manage the business, to evaluate performance compared to prior periods and the marketplace, and to establish operational goals. We believe that the non-GAAP financial adjustments are useful to investors because they allow investors to evaluate the effectiveness of the methodology and information used by management in our financial and operational decision-making.

Non-GAAP loss from operations is a non-GAAP financial measure and should not be considered in isolation or as a substitute for financial information provided in accordance with U.S. GAAP. This non-GAAP financial measure may not be computed in the same manner as similarly titled measures used by other companies. We expect to continue to incur expenses similar to the financial adjustments described above in arriving at non-GAAP loss from operations and investors should not infer from our presentation of this non-GAAP financial measure that these costs are unusual, infrequent or non-recurring. The following table includes the reconciliations of our U.S. GAAP loss from operations, the most directly comparable U.S. GAAP financial measure, to our non-GAAP loss from operations for the three months ended April 30, 2021.

SeaChange International, Inc.

Fiscal First Quarter Reconciliation of GAAP to Non-GAAP

(Unaudited, amounts in thousands, except per share data)

	For the Three Months Ended April 30,
	2021			2020
	(Amounts in thousands)
GAAP net loss	$	(4,068	)	$	(6,510	)
Other expense, net		(228	)		(208	)
Income tax provision (benefit)		34			(21	)
GAAP loss from operations	$	(3,806	)	$	(6,323	)
Amortization of intangible assets		316			284
Stock-based compensation		208			357
Severance and restructuring costs		484			486
Non-GAAP loss from operations	$	(2,798	)	$	(5,196	)
Non-GAAP loss from operations, basic per share		(0.07	)		(0.14	)
Non-GAAP loss from operations, diluted per share		(0.07	)		(0.14	)
Weighted average common shares outstanding, basic per share		41,307			37,521
Weighted average common shares outstanding, diluted per share		41,307			37,521

SeaChange International, Inc.

Supplemental Schedule - Revenue Breakout

(Unaudited, amounts in thousands)

	Three Months Ended April 30,
	2021		2020
	(Amounts in thousands)
Product revenue:
Framework	$	1,016	$	968
OVP and other		604		837
Hardware		—		1,293
Total product revenue		1,620		3,098
Service revenue:
Maintenance and support		2,038		2,605
Framework and support services		939		931
Professional services and other		455		281
Total service revenue		3,432		3,817
Total revenue	$	5,052	$	6,915

XML

Document and Entity Information	Jun. 10, 2021
Document And Entity Information [Line Items]
Entity Registrant Name	SEACHANGE INTERNATIONAL INC
Amendment Flag	false
Entity Central Index Key	0001019671
Document Type	8-K
Document Period End Date	Jun. 10, 2021
Entity Incorporation State Country Code	DE
Entity File Number	001-38828
Entity Tax Identification Number	04-3197974
Entity Address, Address Line One	177 Huntington Ave
Entity Address, Address Line Two	Ste 1703
Entity Address, Address Line Three	#73480
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02115
City Area Code	978
Local Phone Number	897-0100
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock, $0.01 Par Value
Trading Symbol	SEAC
Security Exchange Name	NASDAQ
Series A Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Series A Participating Preferred Stock Purchase Rights
Trading Symbol	SEAC
Security Exchange Name	NASDAQ