Forward-Looking Statements



This Form 10-Q contains or incorporates forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, and such
statements involve risks and uncertainties. The following information should be
read in conjunction with the condensed consolidated financial information and
the notes thereto included in this Form 10-Q. You should not place undue
reliance on these forward-looking statements. Actual events or results may
differ materially due to competitive factors and other factors referred to in
Part II, Item 1A. "Risk Factors" in our Annual Report on Form 10-K filed with
the SEC on April 8, 2022 and as amended on May 26, 2022 (the "Form 10-K"), for
our fiscal year ended January 31, 2022 and elsewhere in this Form 10-Q. These
factors may cause our actual results to differ materially from any
forward-looking statement. These forward-looking statements are based on current
expectations, estimates, forecasts and projections about the industry and
markets in which we operate, and management's beliefs and assumptions. We
undertake no obligation to publicly update or revise the statements in light of
future developments. In addition, other written or oral statements that
constitute forward-looking statements may be made by us or on our behalf. Words
such as "expect," "seek," "anticipate," "intend," "plan," "believe," "could,"
"estimate," "may," "target," "project," or variations of such words and similar
expressions are intended to identify such forward-looking statements, but the
absence of these words does not mean that a statement is not forward-looking.
These statements are not guarantees of future performance and involve certain
risks, uncertainties, and assumptions that are difficult to predict.

Business Overview

SeaChange International, Inc., ("SeaChange," the "Company," "we" or similar
terms) was incorporated under the laws of the state of Delaware on July 9, 1993.
SeaChange is a leading provider of video delivery, video advertising insertion,
streaming enablement and emerging Free Ad-Supported Television ("FAST") products
and services for operators, broadcasters and content owners globally.
SeaChange's technology portfolio enables clients to launch and grow premium
linear TV, direct-to-consumer streaming and FAST channel services on all device
types such as Set-Top-Boxes, mobile devices or connected TVs. SeaChange's
mission is to maximize the value of video content by providing sophisticated
monetization tools that help protect existing and generate new and incremental
revenue streams for the SeaChange clients, especially by providing state-of-the
art video ad insertion technology to drive advertising revenues across linear
TV, streaming and connected TV inventory. SeaChange markets its software
products and services worldwide, primarily to service providers including:
operators, such as Liberty Global, plc., Altice NV, Cox Communications, Inc. and
Rogers Communications, Inc.; telecommunications companies, such as Verizon
Communications, Inc., and Frontier Communications Corporation; satellite
operators such as Dish Network Corporation; connected TV players such as Hisense
VIDAA, or broadcasters.

SeaChange serves an exciting global marketplace where content access becomes
ubiquitous, and where consumption and monetization continue to transition from
linear TV and subscription services to advertising-driven models on connected
TVs. With its rich product portfolio and the strategic focus to maximize
SeaChange partners' advertising inventory value with services such as targeting,
personalization and multi-screen engagement, the Company is well positioned to
expand its market share in the booming global video advertising and streaming
markets. Providing SeaChange customers with more scalable and cloud-native
software platforms enables them to further reduce their infrastructure costs,
improve reliability and expand service offerings to their subscribers or
viewers. Additionally, SeaChange is well positioned to capitalize on new
customers entering the streaming and video advertising marketplace and
increasingly serve adjacent markets. Our core technologies provide a foundation
for software products and services that can be deployed in next generation video
delivery and monetization systems capable of increased levels of subscriber
activity and inventory transactions across multiple devices.

In January 2021, our Chief Executive Officer resigned, and Robert Pons, a member
of the Board was subsequently appointed Executive Chairman and Principal
Executive Officer in the interim. In September 2021, Peter Aquino was appointed
as the Company's President and Chief Executive Officer. Upon the appointment of
Mr. Aquino, Mr. Pons resigned as the Company's Executive Chairman and Principal
Executive Officer, but remained Chairman of the Board until his resignation
effective July 12, 2022. In connection with Mr. Pons' resignation, on July 15,
2022, the Board appointed (i) Peter Aquino as Chairman of the Board, in addition
to remaining as the Company's President and Chief Executive Officer, and (ii)
Matthew Stecker, a current member of the Board, as Lead Independent Director of
the Board.

Other changes in management include the resignation of Michael Prinn, the
Executive Vice President, Chief Financial Officer, and Treasurer of SeaChange on
August 3, 2022, effective immediately. Following the resignation, on August 3,
2022, the Board appointed Kathleen Mosher as Senior Vice President, Chief
Financial Officer and Treasurer of the Company, effective August 3, 2022.

On August 4, 2022, Julian Singer resigned as a member of the Board, effective
immediately. On August 5, 2022, Igor Volshteyn was elected to the Board as a
Class II Director. On August 17, 2022, Mr. Aquino delegated his role as
President of SeaChange,

                                       23
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to Mr. Christoph Klimmer, the Company's then-current Senior Vice President and
Chief Revenue Officer effective immediately, to rebalance executive roles and
responsibilities.

In February 2021, the Company filed a Registration Statement on Form S-3 with
the SEC, which registered an indeterminate number of securities using a "shelf"
registration or continuous offering process. Under this shelf registration, we
may, from time to time, sell any combination of the securities in one or more
offerings up to a total aggregate offering price of $200 million. The shelf
registration was declared effective by the SEC on March 16, 2021.

In connection with the shelf registration statement, the Company entered into an
underwriting agreement with Aegis Capital Corp. on March 30, 2021, to issue and
sell 10,323,484 shares of common stock, $0.01 par value per share ("common
stock"), at a public offering price of $1.85 per share (the "Offering"). The
Offering closed on April 1, 2021 and resulted in approximately $17.5 million in
proceeds, net of underwriting discounts and commissions of 6.5%, or $0.12025 per
share of common stock, and offering expenses of approximately $0.2 million. In
addition to the Offering, the Company also granted the underwriters a 45-day
option (the "Underwriter Option") to purchase up to an additional 1,548,522
shares of common stock at a purchase price of $1.85 per share, less underwriting
discounts and commissions. The Underwriter Option was not exercised and has
expired.

In March 2021, we entered into a Lease Termination Agreement with respect to our
former headquarters in Waltham, Massachusetts. Prior to the execution of the
Lease Termination Agreement, the sublease had been scheduled to expire in
February 2025. As a result of the Lease Termination Agreement, we expect
annualized savings of approximately $0.6 million in facilities costs for each of
the next three years.

Termination of Merger Agreement

In December 2021, the Company and Triller entered into a Merger Agreement pursuant to which Triller planned to merge with and into SeaChange, with the separate existence of Triller ceasing and with SeaChange continuing as the surviving corporation.



On June 13, 2022, SeaChange and Triller entered into a Termination Agreement
pursuant to which SeaChange and Triller mutually agreed to terminate the Merger
Agreement. Each party bore its own costs and expenses in connection with the
terminated transaction, and neither party paid a termination fee to the other in
connection with the terminated transactions. The Termination Agreement also
contains mutual releases, whereby each party released the other from any claims
of liability relating to the transactions contemplated by the Merger Agreement.
The Termination Agreement and related documents are summarized in more detail in
the Company's Current Report on Form 8-K filed with the SEC on June 14, 2022.

Results of Operations

The following discussion summarizes the key factors our management believes are necessary for an understanding of our condensed consolidated financial statements.

Revenue and Gross Profit

The components of our total revenue and gross profit are described in the following table:



                            For the Three Months                                              For the Six Months
                               Ended July 31,                      Change                       Ended July 31,                         Change
                          2022               2021              $            %              2022                 2021                $             %
                           (Amounts in thousands, except for percentage data)                (Amounts in thousands, except for percentage data)
Revenue:
Product revenue:
License and
Subscription            $   2,776         $     2,514       $    262        10.4 %    $         3,998       $      4,134       $      (136 )      (3.3 %)
Hardware                      210                 195             15         7.7 %              1,814                195             1,619       830.3 %
Total product revenue       2,986               2,709            277        10.2 %              5,812              4,329             1,483        34.3 %
Service revenue:
Maintenance and
support                     3,288               3,306            (18 )      (0.5 %)             6,227              6,283               (56 )      (0.9 %)
Professional services
and other                   1,050                 525            525       100.0 %              2,008                980             1,028       104.9 %
Total service revenue       4,338               3,831            507        13.2 %              8,235              7,263               972        13.4 %
Total revenue               7,324               6,540            784        12.0 %             14,047             11,592             2,455        21.2 %
Cost of product
revenue                       847                 693            154        22.2 %              2,492              1,099             1,393       126.8 %
Cost of service
revenue                     1,718               1,730            (12 )      (0.7 %)             3,576              3,545                31         0.9 %
Total cost of revenue       2,565               2,423            142         5.9 %              6,068              4,644             1,424        30.7 %
Gross profit            $   4,759         $     4,117       $    642        15.6 %    $         7,979       $      6,948       $     1,031        14.8 %
Gross product profit
margin                       71.6 %              74.4 %                     (2.8 %)              57.1 %             74.6 %                       (17.5 

%)


Gross service profit
margin                       60.4 %              54.8 %                      5.6 %               56.6 %             51.2 %                         5.4 %
Gross profit margin          65.0 %              63.0 %                      2.0 %               56.8 %             59.9 %                        (3.1 %)



One customer accounted for 24% of total revenue for the three months ended July
31, 2022. Two customers each accounted for 15% of total revenue and one customer
accounted for 12% of total revenue for the three months ended July 31, 2021. Two

                                       24
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customers each individually, accounted for 16% and 13% for the six months ended
July 31, 2022. One customer accounted for 14% and two customers each accounted
for 10% of total revenue for the six months ended July 31, 2021. See Part I,
Item I, Note 2, "Significant Accounting Policies," to this Form 10-Q for more
information.

International revenue accounted for 63% and 43% of total revenue for the three
months ended July 31, 2022 and 2021, respectively, and 53% and 49% of total
revenue for the six months ended July 31, 2022 and 2021, respectively. The
increase in international sales as a percentage of total revenue for the three
months ended July 31, 2022 as compared to the three months ended July 31, 2021
is primarily attributable to an increase in international revenue of $1.8
million, driven by increased license sales, and a decrease of $1.0 million in
U.S. revenue, driven by decreased license sales. The increase in international
sales as a percentage of total revenue for the six months ended July 31, 2022 as
compared to the six months ended July 31, 2021 is primarily attributable to an
increase in international revenue at a higher rate of increase than U.S.
revenue. The increase to international revenue is driven by higher license
sales.

Product Revenue



Product revenue consists of software, both licenses and subscriptions, and
third-party hardware and software revenue. In transactions that include hardware
and software not provided by SeaChange, the goods are purchased from a
third-party provider and we record revenue and cost of goods sold on a gross
basis. Product revenue increased by $0.3 million for the three months ended July
31, 2022 compared to the three months ended July 31, 2021 primarily due to an
increase in license and subscription sales. Product revenue increased $1.5
million for the six months ended July 31, 2022 compared to the six months ended
July 31, 2021, primarily due to the delivery of third-party products, partially
offset by a small decrease in license and subscription revenue.

Service Revenue



Service revenue consists of maintenance and support and professional services
and other. Service revenue increased by $0.5 million and $1.0 million for the
three and six months ended July 31, 2022, respectively, as compared to the three
and six months ended July 31, 2021, respectively, primarily due to an increase
in professional services revenue which is driven by both increased sales and
higher utilization of the professional services team, while maintenance and
support revenue remained relatively consistent.

Gross Profit and Margin

Cost of revenue consisted primarily of the cost of resold third-party products and services, purchased components and subassemblies, labor and overhead, testing and implementation, and ongoing maintenance of complete systems.



Our gross profit margin increased 2% for the three months ended July 31, 2022 as
compared to the three months ended July 31, 2021, reflecting increased
utilization of the professional services team. Gross profit margin decreased 3%
for the six months ended July 31, 2022 as compared to the six months ended July
31, 2021, reflecting an increase in lower margin third-party products. Gross
service profit margin increased 6% and 5% for the three and six months ended
July 31, 2022, respectively, as compared to the three and six months ended July
31, 2021, respectively, primarily due to an increase in professional services
revenue, due to higher utilization of the professional services team, while
associated costs remained relatively consistent. Gross product profit margin
decreased by 3% and 17% for the three and six months ended July 31, 2022,
respectively, as compared to the three and six months ended July 31, 2021,
respectively, primarily due to the sale and cost of lower margin third-party
products.

Operating Expenses

Research and Development

Research and development expenses consist of salaries and related costs,
including stock-based compensation for personnel in software development and
engineering functions, contract labor costs, depreciation of development and
test equipment and an allocation of related facility expenses. The following
table provides information regarding the change in research and development
expenses during the periods presented:

                       For the Three Months                                               For the Six Months
                          Ended July 31,                       Change                       Ended July 31,                          Change
                     2022               2021               $            %               2022                2021                $              %
                      (Amounts in thousands, except for percentage data)                  (Amounts in thousands, except for percentage data)

Research and
development
expenses          $    1,956         $     2,213       $    (257 )      (11.6 %)   $        3,663        $     4,881       $     (1,218 )     (25.0 %)
% of total
revenue                 26.7 %              33.8 %                                           26.1 %             42.1 %




                                       25

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Research and development expenses decreased by $0.3 million and $1.2 million for
the three and six months ended July 31, 2022, respectively, as compared to the
three and six months ended July 31, 2021, respectively. The decrease in research
and development expenses for the three months ended July 31, 2022 was primarily
due to a $0.2 million decrease in salaries and compensation costs associated
with the reduction in headcount and outside services in relation to cost-saving
efforts implemented in fiscal 2022, and a $0.1 million decrease in asset
intangible amortization expense. The decrease in research and development
expenses for the six months ended July 31, 2022 were primarily due to $0.5
million decreases in each of salaries and compensation costs and contract labor
associated with the reduction in headcount and outside services in relation to
cost-saving efforts implemented in fiscal 2022, and a $0.2 million decrease in
intangible asset amortization expense.

Selling and Marketing



Selling and marketing expenses consist of salaries and related costs, including
stock-based compensation for personnel engaged in selling and marketing
functions, commissions, travel expenses, certain promotional expenses and an
allocation of related facility expenses. The following table provides
information regarding the change in selling and marketing expenses during the
periods presented:

                         For the Three Months                                                  For the Six Months
                            Ended July 31,                          Change                       Ended July 31,                          Change
                       2022                  2021               $            %               2022                2021                $              %
                         (Amounts in thousands, except for percentage data)                    (Amounts in thousands, except for percentage data)
Selling and
marketing
expenses          $          934         $      1,643       $    (709 )      (43.2 %)   $        1,916        $     3,023       $     (1,107 )     (36.6 %)
% of total
revenue                     12.8 %               25.1 %                                           13.6 %             26.1 %



Selling and marketing expenses decreased by $0.7 million and $1.1 million for
the three and six months ended July 31, 2022, respectively, as compared to the
three and six months ended July 31, 2021, respectively. The decreases in selling
and marketing expenses were primarily due to decreases of $0.4 million and $0.6
million in salaries and compensation costs for the three and six months ended
July 31, 2022, respectively, associated with the reduction in headcount and
outside services in relation to cost-saving efforts implemented in fiscal 2022,
and decreases of $0.2 million and $0.4 million in intangible asset amortization
expenses for the three and six months ended July 31, 2022, respectively.

General and Administrative



General and administrative expenses consist of salaries and related costs,
including stock-based compensation for personnel in executive, finance, legal,
human resources, information technology and administrative functions, as well as
legal and accounting services, insurance premiums and an allocation of related
facilities expenses. The following table provides information regarding the
change in general and administrative expenses during the periods presented:

                       For the Three Months                                                 For the Six Months
                          Ended July 31,                       Change                         Ended July 31,                          Change
                     2022               2021               $            %                2022                  2021               $             %
                      (Amounts in thousands, except for percentage data)                  (Amounts in thousands, except for percentage data)
General and
administrative
expenses          $    2,108         $     2,682       $    (574 )      (21.4 %)   $          4,394         $     4,787       $     (393 )      (8.2 %)
% of total
revenue                 28.8 %              41.0 %                                             31.3 %              41.3 %



General and administrative expenses decreased by $0.6 million and $0.4 million
for the three and six months ended July 31, 2022, respectively, as compared to
the three and six months ended July 31, 2021, respectively, The decrease in
general and administrative expenses for the three months ended July 31, 2022
were primarily due to a $0.5 million decrease in share-based compensation
expense and a $0.4 million decrease in legal and outside professional fees,
partially offset by a $0.3 million increase in the provision for bad debts. The
decrease in general and administrative expenses for the six months ended July
31, 2022 were primarily due to a $0.5 million decrease in share-based
compensation expense, a $0.1 million decrease in legal and outside professional
fees and a $0.1 million decrease in salaries and compensation associated with
the reduction in headcount in relation to cost-saving efforts implemented in
fiscal 2022, partially offset by a $0.3 million increase in the provision for
bad debts.

                                       26
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Severance and Restructuring Costs



Severance consists of employee-related termination benefits and other severance
costs not related to a restructuring plan. Restructuring consists of
employee-related termination benefits and facility closure costs. The following
table provides information regarding the change in severance and restructuring
costs during the periods presented:

                             For the Three Months                                                  For the Six Months
                                Ended July 31,                         Change                        Ended July 31,                         Change
                          2022                  2021               $             %             2022                  2021                $            %
                            (Amounts in thousands, except for percentage data)                   (Amounts in thousands, except for percentage data)
Severance and
restructuring costs   $          28         $          87       $    (59 )      (67.8 %)   $         193         $         571       $    (378 )     (66.2 %)
% of total revenue              0.4 %                 1.3 %                                          1.4 %                 4.9 %



Severance and restructuring costs decreased by $0.1 million and $0.4 million for
the three and six months ended July 31, 2022, respectively, as compared to the
three and six months ended July 31, 2021, respectively. Severance and
restructuring costs for the three months ended July 31, 2022 were less than $0.1
million. Severance and restructuring costs for the six months ended July 31,
2022 consisted primarily of employee-related termination benefits in the amount
of $0.2 million.

Transaction Costs

Transaction costs related to the terminated Merger totaled $0.4 million and $1.2 million for the three and six months ended July 31, 2022, respectively, and included third-party direct costs such as legal, accounting, and other professional fees. Transaction costs were expensed as incurred.

Loss on Impairment of Goodwill



As a result of the significant decrease in our publicly quoted share price and
market capitalization during the second quarter of 2022, we performed a
quantitative test of our goodwill as of July 31, 2022. As a result of this
quantitative test, we identified an impairment to goodwill resulting in
recognition of a $5.8 million non-cash goodwill impairment charge for the three
and six months ended July 31, 2022. There were no impairment charges recorded
during the three or six months ended July 31, 2021.

Other Income (Expense), Net

The table below provides detail regarding our other income (expense), net:



                             For the Three Months                                                  For the Six Months
                                Ended July 31,                          Change                       Ended July 31,                         Change
                          2022                  2021                $            %              2022                 2021               $              %
                             (Amounts in thousands, except for percentage data)                   (Amounts in thousands, except for percentage data)
Interest income,
net                   $          90         $          82       $       8          9.8 %    $         165         $      108       $         57        52.8 %
Foreign exchange
loss, net                       (61 )                  62            (123 )     (198.4 %)            (418 )             (201 )             (217 )     108.0 %
Miscellaneous
income, net                       7                    68             (61 )      (89.7 %)              30                 77             (47.00 )     (61.0 %)
                      $          36         $         212       $    (176 )                 $        (223 )       $      (16 )     $       (207 )

Our foreign exchange loss, net is primarily due to the revaluation of intercompany notes.

Income Tax Provision



We recorded income tax benefits of less than $0.1 million for the three and six
months ended July 31, 2022 and 2021. Our effective tax rate in fiscal 2023 and
in future periods may fluctuate on a quarterly basis as a result of changes in
our jurisdictional forecasts where losses cannot be benefitted due to the
existence of valuation allowances on our deferred tax assets, changes in actual
results versus our estimates, or changes in tax laws, regulations, accounting
principles or interpretations thereof.

We review all available evidence to evaluate the recovery of deferred tax
assets, including the recent history of losses in all tax jurisdictions, as well
as our ability to generate income in future periods. As of July 31, 2022, due to
the uncertainty related to the ultimate use of certain deferred income tax
assets, we have recorded a valuation allowance on certain deferred assets.

                                       27
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We file income tax returns in the U.S. federal jurisdiction, various state
jurisdictions and various foreign jurisdictions. We have closed out an audit
with the Internal Revenue Service for our U.S. income tax returns through fiscal
2013; however, the taxing authorities will still have the ability to review the
propriety of certain tax attributes created in closed years if such tax
attributes are utilized in an open tax year, such as our federal research and
development credit carryovers.


Liquidity and Capital Resources



The following table includes key line items of our condensed consolidated
statements of cash flows:

                                                              For the Six Months
                                                                Ended July 31,
                                                            2022               2021
                                                            (Amounts in thousands)
Net cash used in operating activities                  $       (2,602 )    $      (4,333 )
Net cash (used in) provided by investing activities               (20 )     

175


Net cash provided by financing activities                           7       

17,599


Effect of exchange rate changes on cash, cash
equivalents
  and restricted cash                                            (615 )             (242 )
Net (decrease) increase in cash, cash equivalents
and restricted cash                                    $       (3,230 )    $      13,199



Historically, we have financed our operations and capital expenditures primarily
with our cash and investments. Our cash, cash equivalents, and restricted cash
totaled $14.6 million as of July 31, 2022.

In the first six months of fiscal 2022, we entered into the Lease Termination
Agreement with respect to our former headquarters in Waltham, Massachusetts. In
connection with the early termination of the sublease the Company paid the
sublandlord a termination payment of approximately $0.4 million against an
obligation of approximately $2.8 million. Prior to the execution of the Lease
Termination Agreement, the sublease had been scheduled to expire in February
2025. As a result of the Lease Termination Agreement, we expect annualized
savings of approximately $0.6 million in facilities costs for each of the next
three years. Additionally, in the first six months of fiscal 2022, we issued and
sold 10,323,484 shares of common stock at a public offering price of $1.85 per
share. The Offering resulted in approximately $17.5 million in proceeds, net of
underwriting discounts and commissions of 6.5%, or $0.12025 per share of common
stock, and Offering expenses of approximately $0.2 million.

We believe that existing cash and cash equivalents and cash expected to be
provided by future operating activities will be adequate to satisfy our working
capital, capital expenditure requirements and other contractual obligations for
at least 12 months from the date of this filing.

If our expectations are incorrect, we may need to raise additional funds to fund
our operations or take advantage of unanticipated strategic opportunities in
order to strengthen our financial position. In the future, we may enter into
other arrangements for potential investments in, or acquisitions of,
complementary businesses, services or technologies, which could require us to
seek additional equity or debt financing. If adequate funds are not available or
are not available on acceptable terms, we may not be able to take advantage of
market opportunities, to develop new products or to otherwise respond to
competitive pressures.

Continued Nasdaq Listing



On June 17, 2022, the Company received a deficiency letter from the Staff
notifying the Company that, for the last 30 consecutive business days, the
closing bid price for the Company's common stock has been below the Minimum Bid
Price Requirement. The Nasdaq deficiency letter has no immediate effect on the
listing of the Company's common stock, and its common stock will continue to
trade on The Nasdaq Global Select Market under the symbol "SEAC" at this time.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been given
180 calendar days, or until December 14, 2022, to regain compliance with the
Minimum Bid Price Requirement. If at any time before December 14, 2022, the bid
price of the Company's common stock closes at $1.00 per share or more for a
minimum of 10 consecutive business days, the Staff will provide written
confirmation that the Company has achieved compliance.

If the Company does not regain compliance with the Minimum Bid Price Requirement
by December 14, 2022, the Company may be afforded a second 180 calendar day
period to regain compliance. To qualify, the Company would be required to
transfer to The Nasdaq Capital Market, to meet the continued listing requirement
for market value of publicly held shares and all other initial listing standards
for The Nasdaq Capital Market, except for the Minimum Bid Price Requirement. In
addition, the Company would be required to notify Nasdaq of its intent to cure
the deficiency during the second compliance period. Following a transfer to The
Nasdaq Capital Market, the Company will be afforded the second 180 calendar day
period to regain

                                       28
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compliance, unless it does not appear to Nasdaq that it is possible for the
Company to cure the deficiency. If the Company does not regain compliance with
the Minimum Bid Price Requirement by the end of the compliance period (or the
second compliance period, if applicable), the Company's common stock will become
subject to delisting. In the event that the Company receives notice that its
common stock is being delisted, the Nasdaq listing rules permit the Company to
appeal a delisting determination by the Staff to a hearings panel.

The Company intends to monitor the closing bid price of its common stock and
may, if appropriate, consider available options to regain compliance with the
Minimum Bid Price Requirement, including initiating a reverse stock split.
However, there can be no assurance that the Company will be able to regain
compliance with the Minimum Bid Price Requirement or will otherwise be in
compliance with other Nasdaq Listing Rules.

Net cash used in operating activities



Net cash used in operating activities was $2.6 million for the six months ended
July 31, 2022. Net cash used in operating activities was primarily the result of
our net loss of $6.7 million, offset by a $5.8 million non-cash goodwill
impairment charge, $0.1 million non-cash expense for depreciation and
amortization, a $0.5 million non-cash expense for stock-based compensation, a
$0.4 million non-cash foreign currency transaction loss and a $0.3 million
increase in allowance for doubtful accounts, and changes in working capital,
which include a $1.9 million decrease in accounts receivable, a $1.6 million
increase in unbilled receivables, a $0.1 million decrease in prepaid expenses
and other current assets and other assets, a $0.9 million decrease in accounts
payable and a $0.2 million decrease in deferred revenue.

Net cash used in operating activities was $4.3 million for the six months ended
July 31, 2021. Net cash used in operating activities was primarily the result of
our net loss of $3.8 million, a $0.7 million non-cash expense for depreciation
and amortization, a $1.0 million non-cash expense for stock-based compensation,
a $0.3 million non-cash gain on the write-off of our operating lease
right-of-use assets and liabilities in relation to the Waltham lease
termination, a $2.4 million non-cash gain on extinguishment of debt related to
the fully forgiven Paycheck Protection Program ("PPP") note, a $0.2 million
non-cash foreign currency transaction loss, and changes in working capital,
which include a $0.6 million decrease in accounts receivable, a $1.2 million
decrease in unbilled receivables, a $0.4 million decrease in prepaid expenses
and other current assets and other assets, a $0.5 million decrease in accounts
payable, a $0.2 million decrease in accrued expenses and other liabilities, and
a $1.1 million decrease in deferred revenue.

Net cash (used in) provided by investing activities



Net cash used in investing activities was less than $0.1 million for the six
months ended July 31, 2022 due to purchases of property and equipment. Net cash
provided by investing activities was $0.2 million for the six months ended July
31, 2021 due to proceeds from the sales and maturities of our marketable
securities, partially offset by purchases of property and equipment.


Net cash provided by financing activities



The Company had less than $0.1 million in financing activities for the six
months ended July 31, 2022. Net cash provided by financing activities was $17.6
million for six months ended July 31, 2021 due to $17.5 million in proceeds from
the issuance of common stock, net of issuance costs and $0.1 million in proceeds
from stock option exercises.

Impact of COVID-19 Pandemic



COVID-19 was declared a pandemic by the World Health Organization on March 11,
2020. In the first quarter of fiscal 2021, concerns related to the spread of
COVID-19 created global business disruptions as well as disruptions in the
Company's operations and created potential negative impacts on its revenues and
other financial results. However, the duration and intensity of the COVID-19
pandemic and any resulting disruption to the Company's operations remains
uncertain, and the Company will continue to assess the impact of the COVID-19
pandemic on its business, financial condition, liquidity, and financial results.

The Company continues to conduct business with substantial modifications to
employee travel, employee work locations, virtualization or cancellation of
customer and employee events, and remote sales, implementation, and support
activities, among other modifications. These decisions may delay or reduce sales
and harm productivity and collaboration. The Company has observed other
companies and governments making similar alterations to their normal business
operations, and in general, the markets are experiencing a significant level of
uncertainty at the current time. Virtualization of the SeaChange team's sales
activities could foreclose future business opportunities, particularly as its
customers limit spending, which could negatively impact the willingness of the
Company's customers to enter into or renew contracts. SeaChange continues to
realize its on-going cost optimization efforts in response to the impact of the
pandemic. The Company may take further actions that alter its business
operations as the situation evolves.

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Critical Accounting Policies and Significant Judgments and Estimates



We prepare our condensed consolidated financial statements in accordance with
GAAP. The preparation of condensed consolidated financial statements also
requires us to make estimates and assumptions that affect the reported amounts
of assets, liabilities, revenues, costs and expenses and related disclosures. We
base our estimates on historical experience and on various other assumptions
that we believe to be reasonable under the circumstances. Actual results could
differ significantly from the estimates made by our management.

There have been no material changes to our critical accounting policies and
estimates during the six months ended July 31, 2022 from those disclosed in our
financial statements and the related notes and other financial information
included in our Form 10-K on file with the SEC, except for additional updated
disclosures as described in Part I, Item I, Note 2, "Significant Accounting
Policies, Revenue Recognition" of this Form 10-Q.

Off-Balance Sheet Arrangements

During the periods presented herein, we did not have, and we do not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

Recently Issued Accounting Pronouncements



A description of recently issued accounting pronouncements that may potentially
impact our financial position and results of operations is disclosed in Part I,
Item I, Note 2, "Significant Accounting Policies" to this Form 10-Q for more
information.

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