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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2003

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: 0-27358

DOCUMENTUM, INC.

(exact name of registrant as specified in its charter)
     
Delaware
(State or other jurisdiction of
incorporation or organization)
  95-4261421
(I.R.S. Employer Identification No.)
     
6801 Koll Center Parkway, Pleasanton, California
(Address of principal executive offices)
  94566-7047
(Zip Code)

(Registrant’s telephone number, including area code): (925) 600-6800

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:
Nasdaq National Market
Common Stock, $0.001 par value
(Title of Class)

     Indicate by check mark whether the registrant has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  [X]  No  [  ].

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

Yes  [X]   No [  ]

     The number of outstanding shares of the registrant’s Common Stock, par value $0.001 per share, was 49,875,330 on July 31, 2003.

 


TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEET
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 4. CONTROLS AND PROCEDURES
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURE
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1


Table of Contents

FORM 10-Q

Index

         
PART I   FINANCIAL INFORMATION    
   Item 1.   Unaudited Condensed Consolidated Financial Statements    
    Condensed Consolidated Balance Sheet as of June 30, 2003 and December 31, 2002   Page 3
    Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2003 and 2002   Page 4
    Condensed Consolidated Statement of Cash Flow for the six months ended June 30, 2003 and 2002   Page 5
    Notes to Condensed Consolidated Financial Statements   Page 6
   Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations   Page 15
   Item 3.   Quantitative and Qualitative Disclosures About Market Risk   Page 37
   Item 4.   Controls and Procedures   Page 39
PART II   OTHER INFORMATION    
   Item 4.   Submissions of Matters to Vote of Security Holders   Page 39
   Item 6.   Exhibits and Reports on Form 8-K   Page 40
Signature       Page 40
Certifications       Page 41

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PART I. FINANCIAL INFORMATION
ITEM 1.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DOCUMENTUM, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands; unaudited)

                         
            June 30,   December 31,
            2003   2002
           
 
ASSETS
               
Current assets:
               
 
Cash and cash equivalents
  $ 113,249     $ 112,069  
 
Marketable securities
    153,272       141,056  
 
Accounts receivable, net of allowances
    51,532       50,803  
 
Other current assets
    24,498       25,707  
 
   
     
 
   
Total current assets
    342,551       329,635  
Property and equipment, net
    22,136       25,949  
Goodwill
    93,405       93,481  
Identifiable purchased intangibles, net
    18,256       24,818  
Other assets
    18,185       18,226  
 
   
     
 
 
  $ 494,533     $ 492,109  
 
   
     
 
LIABILITIES AND STOCKHOLDERS’EQUITY
               
Current liabilities:
               
 
Accounts payable
  $ 4,509     $ 2,782  
 
Accrued liabilities
    43,956       71,472  
 
Deferred revenue
    45,489       37,463  
 
Current portion of capital lease obligation
    25       48  
 
   
     
 
   
Total current liabilities
    93,979       111,765  
Long-term convertible debt
    125,000       125,000  
Other long-term liabilities
    7,234       109  
 
   
     
 
   
Total liabilities
    226,213       236,874  
Stockholders’ equity
    268,320       255,235  
 
   
     
 
 
  $ 494,533     $ 492,109  
 
   
     
 

See accompanying notes to condensed consolidated financial statements.

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DOCUMENTUM, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands, except per share data; unaudited)

                                     
        Three Months Ended   Six Months Ended
        June 30,   June 30,
       
 
        2003   2002   2003   2002
       
 
 
 
Revenue:
                               
 
License
  $ 32,669     $ 26,997     $ 67,113     $ 52,129  
 
Service
    35,508       26,975       68,101       52,441  
 
   
     
     
     
 
   
Total revenue
    68,177       53,972       135,214       104,570  
 
   
     
     
     
 
Cost of revenue:
                               
 
License
    4,802       2,077       9,599       3,939  
 
Service
    13,748       12,374       28,066       25,225  
 
   
     
     
     
 
   
Total cost of revenue
    18,550       14,451       37,665       29,164  
 
   
     
     
     
 
Gross profit
    49,627       39,521       97,549       75,406  
 
   
     
     
     
 
Operating expense:
                               
 
Sales and marketing
    28,625       22,866       56,832       46,631  
 
Research and development
    11,799       9,783       23,261       18,783  
 
General and administrative
    7,432       6,233       14,874       12,134  
 
Restructuring costs
    (20 )     1,043       11,979       1,043  
 
Amortization of purchased intangibles
    605       75       1,211       149  
 
   
     
     
     
 
   
Total operating expense
    48,441       40,000       108,157       78,740  
 
   
     
     
     
 
Income (loss) from operations
    1,186       (479 )     (10,608 )     (3,334 )
Interest income
    1,428       1,301       2,773       1,905  
Interest expense
    (1,593 )     (1,521 )     (3,193 )     (1,570 )
Other income (expense), net
    (121 )     23       (240 )     (88 )
 
   
     
     
     
 
Income (loss) before income taxes
    900       (676 )     (11,268 )     (3,087 )
Provision for (benefit from) income taxes
    325       (203 )     (6,884 )     (926 )
 
   
     
     
     
 
Net income (loss)
  $ 575     $ (473 )   $ (4,384 )   $ (2,161 )
 
   
     
     
     
 
Basic income (loss) per share
  $ 0.01     $ (0.01 )   $ (0.09 )   $ (0.05 )
Diluted income (loss) per share
  $ 0.01     $ (0.01 )   $ (0.09 )   $ (0.05 )
Shares used to compute income (loss) per share:
                               
Basic
    49,107       39,556       48,776       39,408  
Diluted
    52,164       39,556       48,776       39,408  

See accompanying notes to condensed consolidated financial statements.

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DOCUMENTUM, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW
(in thousands; unaudited)

                         
            Six Months Ended June 30,
           
            2003   2002
           
 
Cash flows from operating activities:
               
 
Net loss
  $ (4,384 )   $ (2,161 )
 
Adjustments to reconcile net loss to net cash provided by operating activities:
               
   
Loss on sale and disposal of fixed assets
    247       1,673  
   
Stock-based compensation expense
    1,820        
   
Depreciation and amortization of leasehold improvements
    6,284       7,678  
   
Amortization of purchased intangibles
    6,561       380  
   
Amortization of debt issuance costs
    329       157  
   
Provision for doubtful accounts
    1,171       1,409  
   
In process research and development write-off
          25  
   
Changes in operating assets and liabilities:
               
     
Accounts receivable
    (1,899 )     5,824  
     
Other current assets and other assets
    997       (3,346 )
     
Accounts payable
    1,727       3  
     
Accrued liabilities
    (8,301 )     (3,590 )
     
Deferred revenue
    8,026       4,679  
 
   
     
 
       
Net cash provided by operating activities
    12,578       12,731  
 
   
     
 
Cash flows from investing activities:
               
 
Purchases of investments
    (220,741 )     (258,313 )
 
Sales and maturities of investments
    208,445       136,724  
 
Purchases of property and equipment
    (2,536 )     (3,334 )
 
Cash used in acquisition of businesses, net of cash acquired
    (12,082 )     (1,138 )
 
   
     
 
       
Net cash used in investing activities
    (26,914 )     (126,061 )
 
   
     
 
Cash flows from financing activities:
               
 
Proceeds from issuance of common stock
    14,428       6,803  
 
Payments on capital lease obligations
    (29 )     (55 )
 
Net proceeds from convertible debt offering
          121,294  
 
   
     
 
       
Net cash provided by financing activities
    14,399       128,042  
 
   
     
 
Effect of exchange rate changes
    1,117       901  
 
   
     
 
Net increase in cash and cash equivalents
    1,180       15,613  
Cash and cash equivalents at beginning of period
    112,069       48,420  
 
   
     
 
Cash and cash equivalents at end of period
  $ 113,249     $ 64,033  
 
   
     
 

See accompanying notes to condensed consolidated financial statements.

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DOCUMENTUM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1. Basis of Presentation

     The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions in Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments, consisting only of normal recurring adjustments except as described in Notes 4 and 5, have been recorded as necessary to present fairly our consolidated financial position, results of operations and cash flows for the periods presented. These financial statements should be read in conjunction with our audited consolidated financial statements included in our 2002 Annual Report on Form 10-K. The consolidated results of operations for the three and six months ended June 30, 2003 and 2002 are not necessarily indicative of the results that may be expected for any future period.

Note 2. Summary of Significant Accounting Policies

Operations

     Documentum, Inc. was incorporated in the state of Delaware in January 1990. We provide enterprise content management (ECM) solutions that enable organizations to unite teams, content and associated business processes. Our integrated set of content, compliance and collaboration solutions support the way people work, from initial discussion and planning through design, production, marketing, sales, service and corporate administration. This business-critical content includes everything from documents and discussions to email, Web pages, records and rich media. The Documentum platform makes it possible for companies to distribute all of this content across internal and external systems, applications and user communities.

Principles of Consolidation

     The Condensed Consolidated Financial Statements include those of Documentum and our wholly-owned subsidiaries after elimination of intercompany accounts and transactions.

Use of Estimates

     The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents and Marketable Securities

     We consider all highly liquid investments purchased with original maturities of 90 days or less to be cash equivalents. The following table details our cash and cash equivalents at June 30, 2003 and December 31, 2002 (in thousands):

                 
    June 30,   December 31,
    2003   2002
   
 
Cash
  $ 17,628     $ 3,530  
Money market accounts
    95,621       108,539  
 
   
     
 
 
  $ 113,249     $ 112,069  
 
   
     
 

     In accordance with Statement of Financial Accounting Standards (SFAS) No. 115, Accounting for Certain Investments in Debt and Equity Securities, our marketable securities are classified as “available-for-sale” and are

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stated at fair value based on quoted market prices, with the unrealized gains and losses, net of related tax effects, reported as a component of stockholders’ equity. We intend to maintain a liquid portfolio and have the ability to redeem our marketable securities at their carrying amounts. Therefore, all marketable securities at June 30, 2003 have been classified as current.

Foreign Currency and Derivative Instruments

     Assets and liabilities of our foreign subsidiaries for which the local currency is the functional currency are translated into U.S. dollars at exchange rates in effect at the balance sheet date. Income and expense items are translated at the actual current exchange rates prevailing at the time of each transaction. Gains and losses from the translation are included in accumulated other comprehensive income (loss). Gains and losses resulting from remeasuring monetary asset and liability accounts of foreign subsidiaries for which the functional currency is the U.S. dollar are included in other expense, net. We recorded foreign currency remeasurement losses of approximately $0.2 million in the three months ended June 30, 2003 and incurred immaterial losses in the three months ended June 30, 2002. We recorded foreign currency remeasurement losses of approximately $0.3 million and $0.1 million in the six months ended June 30, 2003 and 2002, respectively.

     We enter into foreign currency forward exchange contracts with financial institutions to protect against currency exchange risks associated with existing assets and liabilities denominated in a foreign currency. These contracts require us to exchange currencies at rates agreed upon at the contract’s inception. The principal foreign currencies hedged were the British Pound, Japanese Yen and Euro. A foreign currency forward exchange contract acts as an economic hedge as the gains and losses on these contracts typically offset or partially offset gains and losses on the assets, liabilities, and transactions being hedged. We do not designate foreign exchange forward contracts as accounting hedges and do not hold or issue financial instruments for speculative or trading purposes. Foreign exchange forward contracts are accounted for on a mark-to-market basis, with unrealized gains or losses recognized in the current period. Unrealized gains and losses were insignificant for both the three and six months ended June 30, 2003 and 2002.

Property and Equipment

     Property and equipment are recorded at cost. Depreciation and amortization of leasehold improvements is computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the estimated useful life or the life of the lease, whichever is shorter.

Software Development Costs

     SFAS No. 86 requires the capitalization of certain software development costs once technological feasibility is established. To date, the period between achieving technological feasibility, which we have defined as the establishment of a working model, and the general availability of such software has been short and, accordingly, software development costs are expensed as incurred and are included in research and development costs.

     In accordance with the provisions of Statement of Position (SOP) No. 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use, certain costs of computer software developed or obtained for internal use have been capitalized. The estimated useful life of the software costs capitalized is evaluated for each specific project and ranges from one to five years. We have capitalized costs in the amount of approximately $0.3 million and $0.2 million for the three months ended June 30, 2003 and 2002, respectively, and approximately $0.7 million and $0.5 million for the six months ended June 30, 2003 and 2002, respectively.

Goodwill and Identifiable Purchased Intangibles

     Goodwill is stated at cost and purchased intangible assets are stated at cost less accumulated amortization. All of our goodwill at June 30, 2003 is associated with acquisitions completed after June 30, 2001. We have not amortized any goodwill, including workforce intangibles that were subsumed into goodwill, arising from acquisitions that were completed after June 30, 2001.

     Purchased intangible assets with definite lives are amortized on a straight-line basis over the remaining estimated economic life of the underlying products and technologies (original lives assigned are one to five years).

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Long-lived Assets, Excluding Goodwill

     Our long-lived assets, excluding goodwill, consist of property and equipment and other purchased intangibles. We periodically review our long-lived assets for impairment in accordance with SFAS No. 144 Accounting for the Impairment or Disposal of Long-Lived Assets. For assets to be held and used, we initiate this review whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset group may not be recoverable. Recoverability of an asset group is measured by comparison of its carrying amount to the expected future undiscounted net cash flows (without interest charges) that the asset group is expected to generate. If it is determined that an asset group is not recoverable, an impairment loss is recorded in the amount by which the carrying amount of the asset group exceeds its fair value.

     We concluded that there were no events or changes in circumstances during the three and six months ended June 30, 2003 that would indicate that the carrying amounts of our long-lived assets were impaired.

     Assets to be disposed of and for which we have committed to a plan of disposal of such assets, whether through sale or abandonment, are reported at the lower of their carrying amount or their fair value less cost to sell.

Warranty Reserve

     We generally offer a 90-day warranty from shipment of the software. We estimate the costs that we expect to incur under our warranty obligations and record a liability in the amount of such costs at the time of the transaction. Factors that affect our warranty liability include the number of installed seats, historical and anticipated rates of warranty claims and cost per claim, as well as the introduction of new products or versions of existing products. We regularly assess the adequacy of our recorded warranty liabilities and adjust the amounts as necessary.

     The following table summarizes changes in our warranty reserve during the six months ended June 30, 2003 (in thousands):

         
Balance as of December 31, 2002
  $ 690  
Provisions made during the period
    111  
Actual cost incurred during the period
    (301 )
     
 
Balance as of June 30, 2003
  $ 500  
     
 

Deferred Revenue

     Deferred revenue primarily relates to maintenance and support agreements that have been paid for by customers prior to the performance of those services. Generally, the services will be provided within twelve months from the transaction date. Payments received in advance of revenue recognition for license fees are recorded as deferred revenue.

Stock-based Compensation Plans

     We apply Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations, in accounting for our stock-based compensation plans. Accordingly, no compensation cost has been recognized for our stock option plans and our stock purchase plan.

     We have also included the disclosures prescribed by SFAS No. 123, Accounting for Stock-Based Compensation, as amended by SFAS No. 148, Accounting for Stock-Based Compensation — Transition and Disclosure — an amendment to FASB Statement No. 123, Accounting for Stock- Based Compensation.

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     The following table illustrates the effect on net loss and loss per share if we had applied the fair value recognition provisions of SFAS No. 123 (in thousands, except per share data):

                                     
          Three Months Ended June     Six Months Ended June 30,  
       
   
      2003   2002   2003   2002  
     
   
   
   
Net income (loss), as reported
  $ 575     $ (473 )   $ (4,384 )   $ (2,161 )
Add:
                               
 
Stock-based employee compensation expense included in reported net income (loss), net of related tax effects
    879             1,820        
Deduct:
                               
 
Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects
    (10,648 )     (16,720 )     (21,382 )     (33,919 )
 
   
     
     
     
 
Pro forma net loss
  $ (9,194 )   $ (17,193 )   $ (23,946 )   $ (36,080 )
 
   
     
     
     
 
Income (loss) per share:
                               
   
Basic—as reported
  $ 0.01     $ (0.01 )   $ (0.09 )   $ (0.05 )
 
   
     
     
     
 
   
Basic—pro forma
  $ (0.19 )   $ (0.43 )   $ (0.49 )