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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 JUNE 30, 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)

<TABLE>
<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 July 30, 1999, there were 5,849,542 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

<TABLE>
<CAPTION>
                                                               PAGE
                                                              NUMBER
                                                              ------
<S>                                                           <C>

PART I--FINANCIAL INFORMATION

Item 1. Financial Statements

     Consolidated Statements of Operations for the three
      months ended June 30, 1999 and 1998...................      2

     Condensed Consolidated Balance Sheets as of June 30,
      1999 and March 31, 1999...............................      3

     Condensed Consolidated Statements of Cash Flows for the
      three months ended June 30, 1999 and 1998.............      4

     Notes to Unaudited Consolidated Financial Statements...    5-6

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations.................   6-10

PART II--OTHER INFORMATION..................................     11

Item 1. Legal Proceedings...................................     11

Item 2. Changes in Securities...............................     11

Item 3. Defaults Upon Senior Securities.....................     11

Item 4. Submission of Matters to a Vote of Security
        Holders.............................................     11

Item 5. Other Information...................................     11

Item 6. Exhibits and Reports on Form 8-K....................     11

SIGNATURES..................................................     12
</TABLE>
<PAGE>   3

                        PART I -- FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                                   SEEC, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                THREE MONTHS ENDED
                                                                     JUNE 30,
                                                              -----------------------
                                                                 1999         1998
                                                              ----------   ----------
<S>                                                           <C>          <C>
REVENUES:
  Software license and maintenance fees.....................  $1,219,433   $1,606,885
  Professional services--product related....................     784,463      868,099
  Professional services--other..............................          --       26,061
                                                              ----------   ----------
     Total revenues.........................................   2,003,896    2,501,045
                                                              ----------   ----------
OPERATING EXPENSES:
  Cost of revenues:
     Software license and maintenance fees..................     184,200      226,002
     Professional services--product related.................     490,874      596,039
     Professional services--other...........................          --       29,917
                                                              ----------   ----------
       Total cost of revenues...............................     675,074      851,958
  General and administrative................................     572,654      552,712
  Sales and marketing.......................................   1,513,171    1,224,978
  Research and development..................................     382,425      288,483
                                                              ----------   ----------
     Total operating expenses...............................   3,143,324    2,918,131
                                                              ----------   ----------
LOSS FROM OPERATIONS........................................  (1,139,428)    (417,086)
NET INTEREST INCOME.........................................     375,855      421,536
                                                              ----------   ----------
INCOME (LOSS) BEFORE INCOME TAXES...........................    (763,573)       4,450
INCOME TAX PROVISION (BENEFIT)..............................    (100,000)       1,500
                                                              ----------   ----------
NET INCOME (LOSS)...........................................  $ (663,573)  $    2,950
                                                              ==========   ==========
Net income (loss) per common share:
     Basic..................................................  $    (0.11)  $       --
                                                              ==========   ==========
     Diluted................................................  $    (0.11)  $       --
                                                              ==========   ==========
Weighted average number of common
  and common equivalent shares outstanding:
     Basic..................................................   5,828,776    6,076,546
                                                              ==========   ==========
     Diluted................................................   5,828,776    6,253,239
                                                              ==========   ==========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                        2
<PAGE>   4

                                   SEEC, INC.

                     CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                JUNE 30,        MARCH 31,
                                                                  1999            1999
                                                              -------------    -----------
                                                               (UNAUDITED)     (AUDITED *)
<S>                                                           <C>              <C>
                          ASSETS
CURRENT ASSETS:
  Cash and cash equivalents.................................   $23,892,922     $22,448,176
  Short-term investments....................................     6,714,153       8,452,685
  Accounts receivable --trade, net..........................     1,873,262       2,701,438
  Prepaid expenses and other current assets.................       365,721         532,910
                                                               -----------     -----------
     Total current assets...................................    32,846,058      34,135,209

PROPERTY AND EQUIPMENT, NET.................................     1,069,168       1,102,520

GOODWILL AND OTHER INTANGIBLE ASSETS, NET...................       761,045         770,378
                                                               -----------     -----------
                                                               $34,676,271     $36,008,107
                                                               ===========     ===========
           LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable--trade...................................   $   459,196     $   625,984
  Accrued compensation......................................       333,566         399,044
  Deferred maintenance revenue..............................       482,009         703,147
  Other current liabilities.................................       462,018         447,132
  Income taxes payable......................................       178,883         195,800
                                                               -----------     -----------
     Total current liabilities..............................     1,915,672       2,371,107
DEFERRED INCOME TAXES.......................................       217,235         394,960
                                                               -----------     -----------
     Total liabilities......................................     2,132,907       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; 6,084,826
     and 6,084,147 shares issued at June 30, 1999 and March
      31, 1999, respectively................................        60,848          60,842
  Additional paid-in capital................................    33,577,088      33,576,796
  Retained earnings.........................................       102,996         766,569
  Less treasury stock, at cost--255,960 shares..............    (1,182,496)     (1,182,496)
  Accumulated other comprehensive income (loss).............       (15,072)         20,329
                                                               -----------     -----------
     Total shareholders' equity.............................    32,543,364      33,242,040
                                                               -----------     -----------
                                                               $34,676,271     $36,008,107
                                                               ===========     ===========
</TABLE>

------------------
* Condensed from audited financial statements

   The accompanying notes are an integral part of these financial statements.

                                        3
<PAGE>   5

                                   SEEC, INC.

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                  THREE MONTHS ENDED
                                                                       JUNE 30,
                                                              --------------------------
                                                                 1999           1998
                                                              -----------    -----------
<S>                                                           <C>            <C>

CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES:.........  $  (150,834)   $   960,288
                                                              -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment.......................      (36,425)      (102,856)
  Purchases of short-term investments.......................     (341,528)    (1,585,170)
  Sales of short-term investments...........................    2,000,000             --
  Other, net................................................      (26,765)            --
                                                              -----------    -----------
     Net cash provided (used) by investing activities.......    1,595,282     (1,688,026)
                                                              -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuances of common stock, net..............          298             --
                                                              -----------    -----------
     Net cash provided by financing activities..............          298             --
                                                              -----------    -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS........    1,444,746       (727,738)
Cash and cash equivalents, beginning of period..............   22,448,176     23,795,965
                                                              -----------    -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD....................  $23,892,922    $23,068,227
                                                              ===========    ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                        4
<PAGE>   6

                                   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.

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 June 30, 1999, the Company had repurchased 278,900 shares, of
which 22,940 shares were reissued to cover Employee Stock Purchase Plan
transactions. Repurchased shares are recorded as treasury shares.

4. EARNINGS PER SHARE

     Earnings per share ("EPS") for all periods presented is computed in
accordance with the provisions of Statement of Financial Accounting Standards
No. 128, "Earnings Per Share". 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.

<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED
                                                               JUNE 30,
                                                         ---------------------
                                                           1999        1998
                                                         ---------   ---------
<S>                                                      <C>         <C>
Basic shares...........................................  5,828,776   6,076,546
Effect of dilutive securities--options and warrants....         --     176,693
                                                         ---------   ---------
Diluted shares.........................................  5,828,776   6,253,239
                                                         =========   =========
</TABLE>

     All options and warrants are excluded from the computation of net loss per
share of Common Stock for the three months ended June 30, 1999, because their
effect is antidilutive. For the three months ended June 30, 1998, options and
warrants to purchase 177,850 shares 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.

                                        5
<PAGE>   7

5. 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 components in its annual
consolidated statement of changes in shareholders' equity (deficit). The
components of the Company's comprehensive income (loss) were as follows:

<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED
                                                               JUNE 30,
                                                          -------------------
                                                            1999       1998
                                                          ---------   -------
<S>                                                       <C>         <C>
Net income (loss).......................................  $(663,573)  $ 2,950
Unrealized gain (loss) on investments, net of taxes.....    (35,401)    8,610
                                                          ---------   -------
     Total comprehensive income (loss)..................  $(698,974)  $11,560
                                                          =========   =======
</TABLE>

6. INCOME TAXES

     The Company's effective tax rate for the three months ended June 30, 1998
was 34%. In the first quarter of fiscal 2000, 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 loss incurred in the first quarter 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 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 provides enterprise solutions for legacy system evolution--including
legacy transformation for e-business, application enhancement, integration, and
migration. SEEC's solutions include flexible methodologies, proven tools, and
expert consulting services that have saved significant time and money for over
100 Fortune 1000 companies and more than 20 leading international information
technology service providers.

     The Company's software products, including those based on the Company's
core source code analysis technology, 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 has also developed software
products that 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 tools with methodologies and
consulting services for developing component-based systems that integrate
mainframe applications and data with enterprise resource planning (ERP),
customer relationship

                                        6
<PAGE>   8

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), for improving
the efficiency and effectiveness of traditional application maintenance
processes, and for analyzing, renovating, and testing systems for year 2000
compliance.

     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 ENDED JUNE 30, 1999 AND 1998

     The following section includes information related to changes in the
Company's consolidated statements of operations. References to the first quarter
of fiscal 2000 and to the first quarter of fiscal 1999 refer to the three months
ended June 30, 1999 and June 30, 1998, respectively.

     REVENUES. Total revenues for the first quarter of fiscal 2000 were
$2,004,000 compared to $2,501,000 for the first quarter of fiscal 1999 a
decrease of $497,000 or 20%. This decrease resulted from a decline in the demand
for year 2000 tools and solutions. The majority of the decrease was in the
software license and maintenance fees category.

     Software license and maintenance fees were $1,219,000 for the first quarter
of fiscal 2000 compared to $1,607,000 for the first quarter of fiscal 1999, a
decrease of $388,000 or 24%. The decrease in software license and maintenance
fees is primarily the result of a decrease in demand for tools and solutions for
year 2000 assessment and renovation, which was partially offset by increased
sales of Independent Verification products.

     Professional services--product related revenues were $784,000 for the first
quarter of fiscal 2000 compared to $868,000 for the first quarter of fiscal
1999, a decrease of $84,000 or 10%. This decrease is the result of a decline in
demand for on-site consulting services, and a decrease in training and
consulting services performed in conjunction with sales of software licenses.
These declines were partially offset by an increase in sales of Independent
Verification services.

     The Company had no revenues from professional services--other in the first
quarter of fiscal 2000. Such revenues were $26,000 for the first quarter of
fiscal 1999. The Company has chosen to direct its resources away from contract
programming services, which were discontinued in fiscal 1999. Currently,
management has no plans to continue to provide services of this type.

     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 $675,000
for the first quarter of fiscal 2000 compared to $852,000 for the first quarter
of fiscal 1999, a decrease of $177,000 or 21%. The cost of revenues consist
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. The overall change in cost of revenues corresponds to the
change in revenues between the periods.

     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 the costs of media, manuals, duplication and shipping related
to the sales of the Company's software products. Customer support is primarily
telephone support for customers who have purchased maintenance in conjunction
with software license purchases. Cost of software license and maintenance fees
was $184,000 for the first quarter of fiscal 2000 compared to $226,000 for the
first quarter of fiscal 1999, a decrease of $42,000 or 19%. The cost of software
licenses and maintenance fees decreased with the declining demand for year 2000
products and solutions, which was partially offset by an increase in the cost of
third-party software sold.

     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

                                        7
<PAGE>   9

demands of providing services. Professional services--product related costs were
$491,000 for the first quarter of fiscal 2000 compared to $596,000 for the first
quarter of fiscal 1999, a decrease of $105,000 or 18%. This decrease in
professional services--product related costs was the result of the decline in
demand for year 2000 consulting, training, and on-site services.

     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 $30,000 for the
first quarter of fiscal 1999. 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 66% for both periods
presented. Gross margin percentages were 85% and 86% for software license and
maintenance fees, and 37% and 31% for professional services--product related for
the first quarters of fiscal 2000 and 1999, respectively. The gross margin
percentage was (15)% for professional services--other for the first quarter of
fiscal 1999. The Company no longer generates professional services--other
revenues.

     The gross margin percentages for software license and maintenance fees
fluctuate depending on the mix of software products and the varying royalty
expenses associated with those products. An increase in the cost of third-party
software sold was largely offset by a decrease in customer support personnel
costs when comparing the first quarter of fiscal 2000 to the first quarter of
fiscal 1999. The gross margin percentages for professional services--product
related vary depending on the type of services provided and the timing and
amount of costs incurred to build up the professional services infrastructure.
Services that are relatively highly automated, such as year 2000 assessments and
independent verification, typically require fewer professional hours to perform
than services involving planning, source code remediation or testing.
Furthermore, the Company's pricing for product-related services varies based on
the complexity and scope of the engagement and competitive considerations.

     The professional services--product related gross margin percentage in the
first quarter of fiscal 2000 was favorably impacted by increased in-house
factory services revenues. These high-margin factory services, which are
performed at the Company's headquarters, comprised a larger percentage of total
revenues in the first quarter of fiscal 2000 than in the first quarter of fiscal
1999. This percentage of total revenues is not necessarily representative of the
results that can be expected in future periods from in-house factory services.
The Company expects that professional services--product related gross margin
percentages will average approximately 25% over the longer term.

     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 $573,000 for the first quarter of fiscal 2000 compared to $553,000
for the first quarter of fiscal 1999, an increase of $20,000 or 4%. This
increase was primarily due to the Company's international expansion. Since the
first quarter of fiscal 1999, the Company has invested in establishing offices
in South Korea, Singapore, and Germany.

     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
$1,513,000 for the first quarter of fiscal 2000 compared to $1,225,000 for the
first quarter of fiscal 1999, an increase of $288,000 or 24%. The increase was
due primarily to the Company's investments in advertising and promotional
materials in conjunction with the launch of its legacy system reengineering
solutions for e-business and web-enablement applications, including SEEC
Reengineering Workbench(TM), SEEC Application Enhancement and SEEC Application
Mosaic(TM). In addition, in the first quarter of fiscal 1999, the Company
operated international sales offices in the United Kingdom and India. The
Company has since established operations in Germany, South Korea, and Singapore,
and has expanded its sales and marketing activities in Latin America. This
expansion generally has increased sales and marketing costs.

     RESEARCH AND DEVELOPMENT. Total expenditures for research and development
were $382,000 for the first quarter of fiscal 2000 compared to $288,000 for the
first quarter of fiscal 1999, an increase of $94,000 or 33%.

                                        8
<PAGE>   10

This increase was due to the cost of subcontractors hired for certain
development tasks and the costs of additional in-house personnel engaged in the
development of additional applications of the Company's core technology,
particularly legacy systems reengineering solutions for e-business applications
and web enablement. Expenditures for research and development vary depending
upon the number of projects underway at any time, the size of the projects and
their stage of development.

     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 $376,000 for the first quarter
of fiscal 2000 compared to $422,000 for the first quarter of fiscal 1999, a
decrease of $46,000 or 11%. The decrease from fiscal 1999 to fiscal 2000 was due
to a drop in interest rates on invested cash and short-term investments, and a
decrease in the proportion of higher-yielding short-term investments to cash and
cash equivalents.

     INCOME TAXES. The provision (benefit) for income taxes was $(100,000) and
$1,000 for the first quarters of fiscal 2000 and 1999, respectively. In the
first quarter of fiscal 2000, 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 benefit calculated based on the net operating
loss incurred in the first quarter 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 positive 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 June 30, 1999, the Company had cash, cash equivalents, and short-term
investments of $30.6 million and working capital of $30.9 million. The Company's
cash flows have been used primarily for general operating expenses, to purchase
equipment, furniture and leasehold improvements, to fund internal research and
development, and to purchase Company Common Stock under the Stock Repurchase
Program described in Note 3 to the Unaudited Consolidated Financial Statements.
Cash was also used to fund the acquisition of ERA Software Systems Private
Limited in fiscal 1999. Excess cash has been invested, and the Company expects
that it will continue to be invested, in interest-bearing investment grade
securities. The Company used $151,000 for operating activities in the first
quarter of fiscal 2000, compared to $960,000 generated by operating activities
in the first quarter of fiscal 1999. The Company used $36,000 to purchase
property and equipment in the first quarter of fiscal 2000 compared to $103,000
in the first quarter of fiscal 1999. The purchases of property and equipment are
related to the Company's continued growth and expansion. The Company generated
$1,658,000 from sales of short-term investments, net of purchases, in the first
quarter of fiscal 2000. The Company used $1,585,000 to purchase short-term
investments in the first quarter of fiscal 1999.

     The Company's cash balances may be used to develop and expand both domestic
and international sales and marketing efforts, establish additional facilities,
hire additional personnel, increase research and development for enterprise
solutions, 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

                                        9
<PAGE>   11

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 materially affected by seasonal
fluctuations. The Company's cash flows may at times be affected by 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 foreign operations is the U.S.
dollar. Monetary assets and liabilities of the subsidiaries and branch 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 many existing computer
systems 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 are
remediated to address the year 2000 problem, many mission-critical programs may
fail or produce erroneous data or results.

     The Company has established 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 is continuing 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. The Company is currently 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 is currently developing specific contingency plans to
operate during such disruptions in infrastructure services. The Company expects
the contingency plans to be completed before December 31, 1999.

     The cost of the Company's year 2000 compliance program is not expected to
have 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. However, there can be no assurance that the Company will not experience
material adverse consequences in the event that the Company's year 2000
compliance program is not successful, or its distributors, resellers or vendors
are unable to resolve their year 2000 compliance issues in a timely manner.

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<PAGE>   12

                           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 June 30, 1999.

                                       11
<PAGE>   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: August 12, 1999

                                          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

                                       12