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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 March 31, 2004

 

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 0-20981

 


 

DOCUMENT SCIENCES CORPORATION

(Exact name of registrant as specified in its charter)

 


 

Delaware   33-0485994

(State or Other Jurisdiction of

Incorporation or Organization)

 

(IRS Employer

Identification No.)

 

6339 Paseo del Lago

Carlsbad, California 92009

(Address of Principal Executive Offices including Zip Code)

 

(760) 602-1400

(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 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 Exchange Act

Rule 12b-2).    Yes  ¨    No  x

 

As of May 11, 2004, there were 3,276,444 shares of common stock of the registrant outstanding.

 



Table of Contents

DOCUMENT SCIENCES CORPORATION

 

     Page
No.


PART I. FINANCIAL INFORMATION     

Item 1. Financial Statements (Unaudited)

    

Consolidated balance sheets

   3

Consolidated statements of operations

   4

Consolidated statements of cash flows

   5

Notes to consolidated financial statements

   6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

   8

Item 3. Quantitative and Qualitative Disclosures About Market Risk

   22

Item 4. Controls and Procedures

   22
PART II. OTHER INFORMATION     

Item 1. Legal Proceedings

   23

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

   23

Item 5. Other Information

   23

Item 6. Exhibits and Reports on Form 8-K

   23

Signatures

   25

 

2


Table of Contents

PART I. FINANCIAL INFORMATION

 

ITEM 1–FINANCIAL STATEMENTS (Unaudited)

 

DOCUMENT SCIENCES CORPORATION

CONSOLIDATED BALANCE SHEETS

 

    

March 31,

2004


   

December 31,

2003


 
     (Unaudited)     (See note
below)
 

ASSETS

                

Current assets:

                

Cash and cash equivalents

   $ 2,683,150     $ 1,916,595  

Short-term investments

     4,298,155       3,979,864  

Accounts receivable, net

     4,977,862       6,959,940  

Other current assets

     857,028       655,392  
    


 


Total current assets

     12,816,195       13,511,791  

Property and equipment, net

     616,591       689,575  

Software development costs, net

     2,930,138       2,494,634  

Goodwill, net

     724,615       724,615  

Other assets

     201,345       202,944  
    


 


Total assets

   $ 17,288,884     $ 17,623,559  
    


 


LIABILITIES

                

Current liabilities:

                

Accounts payable

   $ 113,156     $ 205,036  

Accrued compensation

     893,676       1,088,772  

Other accrued liabilities

     1,158,309       1,159,686  

Deferred revenue

     10,063,386       10,356,855  
    


 


Total current liabilities

     12,228,527       12,810,349  

Obligations under capital leases

     64,200       69,405  

STOCKHOLDERS’ EQUITY

                

Common stock, $.001 par value

     3,392       3,331  

Treasury stock

     (513,352 )     (556,352 )

Additional paid-in capital

     8,861,490       8,759,120  

Accumulated comprehensive loss

     (93,803 )     (88,611 )

Retained deficit

     (3,261,570 )     (3,373,683 )
    


 


Total stockholders’ equity

     4,996,157       4,743,805  
    


 


Total liabilities and stockholders’ equity

   $ 17,288,884     $ 17,623,559  
    


 



Note: The balance sheet at December 31, 2003 has been derived from the audited consolidated financial statements at that date but does not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. See notes to consolidated financial statements.

 

3


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DOCUMENT SCIENCES CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

 

    

Three Months Ended

March 31,


 
     2004

   2003

 

Revenues:

               

Initial license fees

   $ 1,607,701    $ 1,047,870  

Annual renewal license and support fees

     2,808,848      2,599,839  

Services and other

     843,869      960,958  
    

  


Total revenues

     5,260,418      4,608,667  

Cost of revenues:

               

Initial license fees

     261,894      265,551  

Annual renewal license and support fees

     513,634      373,815  

Services and other

     689,669      680,782  
    

  


Total cost of revenues

     1,465,197      1,320,148  
    

  


Gross margin

     3,795,221      3,288,519  

Operating expenses:

               

Research and development

     928,001      1,403,552  

Selling and marketing

     1,898,367      2,198,803  

General and administrative

     867,079      689,834  
    

  


Total operating expenses

     3,693,447      4,292,189  
    

  


Income (loss) from operations

     101,774      (1,003,670 )

Interest and other income, net

     22,579      64,070  
    

  


Income (loss) before income taxes

     124,353      (939,600 )

Provision for income taxes

     12,241      23,410  
    

  


Net income (loss)

   $ 112,112    $ (963,010 )
    

  


Net income (loss) per share - basic

   $ 0.03    $ (0.25 )
    

  


Weighted average shares used in basic calculation

     3,222,290      3,869,878  
    

  


Net income (loss) per share - diluted

   $ 0.03    $ (0.25 )
    

  


Weighted average shares used in diluted calculation

     4,401,047      3,869,878  
    

  


 

See notes to consolidated financial statements.

 

4


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DOCUMENT SCIENCES CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

    

Three Months Ended

March 31,


 
     2004

    2003

 
Operating activities                 

Net income (loss)

   $ 112,112     $ (963,010 )

Adjustments to reconcile net loss to net cash provided by operating activities:

                

Depreciation and amortization

     72,712       105,043  

Loss on disposal of fixed assets

     —         123  

Amortization of software development costs

     188,145       158,496  

Provision for doubtful accounts

     (372,435 )     (618 )

Changes in operating assets and liabilities:

                

Accounts receivable

     2,323,118       3,515,836  

Other assets

     (201,523 )     121,551  

Accounts payable

     (91,524 )     17,339  

Accrued compensation

     (195,063 )     (748,437 )

Other accrued liabilities

     17,005       (249,254 )

Deferred revenue

     (292,754 )     (449,298 )
    


 


Net cash provided by operating activities

     1,559,793       1,507,771  
Investing activities                 

Purchases of short-term investments

     (941,064 )     (2,626,173 )

Maturities of short-term investments

     640,000       1,025,000  

Purchases of property and equipment, net

     —         (179,391 )

Proceeds from disposal of assets

     —         1,460  

Additions to software development costs

     (623,649 )     (218,280 )
    


 


Net cash used in investing activities

     (924,713 )     (1,997,384 )
Financing activities                 

Principal payments under capital lease obligations

     (5,205 )     (1,735 )

Sale of treasury stock

     31,613       —    

Issuance of common stock

     113,818       28,817  
    


 


Net cash provided by financing activities

     140,226       27,082  
    


 


Increase (decrease) in cash and cash equivalents

     775,306       (462,531 )

Effect of foreign currency on cash

     (8,751 )     12,909  

Cash and cash equivalents at beginning of period

     1,916,595       2,284,367  
    


 


Cash and cash equivalents at end of period

   $ 2,683,150     $ 1,834,745  
    


 


Supplemental disclosure of cash flow information:

                

Interest paid

   $ 823     $ —    
    


 


Income taxes paid

   $ 12,241     $ 23,410  
    


 


Capital lease obligations entered into for property and equipment

   $ —       $ 109,313  
    


 


 

See notes to consolidated financial statements.

 

5


Table of Contents

DOCUMENT SCIENCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

March 31, 2004

 

Note A - Basis of Presentation

 

The accompanying unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and disclosures normally included in complete financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the statements include all adjustments necessary, which are of a normal and recurring nature, for the fair presentation of our financial position and of the results of operations and cash flows for the interim periods presented.

 

These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2003, included in Document Sciences Corporation’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. Operating results for the three months ended March 31, 2004 are not necessarily indicative of the results that may be expected for any other interim period or for the year ending December 31, 2004. The consolidated balance sheet at December 31, 2003 has been derived from the audited financial statements at that date but does not include all of the information and disclosures required by accounting principles generally accepted in the United States for complete financial statements. Certain amounts for 2003 have been reclassified to conform with the 2004 presentation, including reclassification of $1,648,851 from due from affiliates to accounts receivable in the consolidated balance sheet at December 31, 2003.

 

Note B - Revenue Recognition

 

We recognize revenue in accordance with Statement of Position (SOP) 97-2, Software Revenue Recognition and Staff Accounting Bulletin (SAB) No. 101, Revenue Recognition in Financial Statements. Initial license fees are recognized when a contract exists, the fee is fixed and determinable, software delivery has occurred and collection of the receivable is deemed probable. We use the residual method to recognize revenue for all of our license models. Our contracts specifically state the amount of initial and annual license fees due for each type of software licensed. If an undelivered element of the arrangement exists under the license arrangement, revenue is deferred based on vendor-specific objective evidence of the fair value of the undelivered element. If vendor-specific objective evidence of fair value does not exist for all undelivered elements, all revenue is deferred until sufficient evidence exists or all elements have been delivered. We recognize revenue on transactions with payment terms greater than 30 days but less than twelve months from the contract date, if we have a history of successfully collecting from the specific customer without providing concessions. Amounts billed or payments received in advance of revenue recognition are recorded as deferred revenue.

 

Note C - Transactions with Affiliates

 

From April 2001 through November 2003, Xerox Corporation was an affiliate of Document Sciences. On November 18, 2003, we repurchased the remaining 740,024 shares of Document Sciences common stock owned by Xerox. Since that transaction, Xerox has not been our affiliate.

 

6


Table of Contents

DOCUMENT SCIENCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

March 31, 2004

 

We have distribution agreements with affiliates of Xerox providing for the non-exclusive right to sub-license our software in the United States, Europe, Australia, Canada and Latin America. The terms of the distributor agreements provide that the affiliates receive a discount from the list price of our licensed products and annual license fees. During the three months ended March 31, 2003 in which Xerox was our affiliate, revenues from affiliates of Xerox were $982,100. Included in accounts receivable is $1.1 million from these revenues at March 31, 2003.

 

Note D - Computation of Net Income (Loss) Per Share

 

We present our earnings (loss) per share (EPS) information in accordance with Statement of Financial Accounting Standards (SFAS) No. 128, Earnings per Share. Basic EPS is computed by dividing income or loss available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Shares issued during the period and shares reacquired during the period are weighted for the portion of the period that they were outstanding. Basic EPS excludes any dilutive effects of options, warrants and convertible securities.

 

The computation of diluted EPS is similar to the computation of basic EPS, except that the denominator is increased to include the number of additional common shares that would have been outstanding if the common shares underlying outstanding options and warrants had been issued. The dilutive effect of outstanding options and warrants has been reflected in EPS by application of the treasury stock method. The treasury stock method recognizes the use of proceeds that could be obtained upon exercise of options and warrants in computing diluted EPS. It assumes that any proceeds would be used to purchase common stock at the average market price during the period. Options and warrants will have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options or warrants.

 

The following table reconciles the shares used in computing basic and diluted EPS for the periods indicated:

 

     Three Months Ended

     March 31,
2004


   March 31,
2003


Weighted average common shares outstanding used in basic earnings per share calculation

   3,222,290    3,869,878

Effect of dilutive stock options

   1,178,757    —  
    
  

Shares used in diluted earnings per share

   4,401,047    3,869,878
    
  

 

Note E - Stock-Based Compensation

 

As permitted by SFAS 123, Accounting for Stock-based Compensation, we have elected to follow Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations in accounting for our employee stock options. Under APB Opinion No. 25, among other things, when the exercise price of our employee stock options is not less than the market price of the underlying stock on the date of grant, no compensation expense is recognized.

 

As required under SFAS 123, the pro forma effects of stock-based compensation on net income (loss) and net earnings (loss) per common share have been estimated at the date of grant using the Black-Scholes option pricing model based on the following weighted-average assumptions: risk-free interest rates of 4%, dividend yields of 0%, expected volatility of .69 to .94 and a weighted-average expected life of the option of seven years.

 

7


Table of Contents

DOCUMENT SCIENCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

March 31, 2004

 

For purposes of adjusted pro forma disclosures, the estimated fair value of the options is amortized to expense over the option’s vesting period. The effect of applying SFAS No. 123 for purposes of providing pro forma disclosures is not likely to be representative of the effects on our operating results for future years because changes in the subjective input assumptions can materially affect future value estimates. Our pro forma information is as follows:

 

     Three Months ended March 31,

 
     2004

   2003

 

Net income (loss), as reported less stock-based compensation expense

   $ 22,057    $ (1,082,973 )

Adjusted pro forma basic net loss per share

   $ 0.01    $ (0.28 )

Adjusted pro forma diluted net loss per share

   $ 0.01    $ (0.28 )

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

Critical Accounting Policies

 

Our discussion and analysis of the financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates and judgments, including those related to revenue recognition, computer software costs, allowance for doubtful accounts and valuation allowance for net deferred tax assets. We base our estimates on historical and anticipated results and trends and on assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results may differ from our estimates. We believe that the following critical accounting policies and assumptions may involve a higher degree of judgment and complexity than others.

 

Revenue Recognition. We recognize revenue in accordance with SOP 97-2, Software Revenue Recognition, and SAB No. 101, Revenue Recognition in Financial Statements. Initial license fees are recognized when a contract exists, the fee is fixed and determinable, software delivery has occurred and collection of the receivable is deemed probable. We use the residual method to recognize revenue for all of our license models. Our contracts specifically state the amount of initial and annual license fees due for each type of software licensed. If an undelivered element of the arrangement exists under the license arrangement, revenue is deferred based on vendor-specific objective evidence of the fair value of the undelivered element. If vendor-specific objective evidence of fair value does not exist for all undelivered elements, all revenue is deferred until sufficient evidence exists or all elements have been delivered. We recognize revenue on transactions with payment terms greater than 30 days but less than twelve months from the contract date, if we have a history of successfully collecting from the specific customer without providing concessions. Amounts billed or payments received in advance of revenue recognition are recorded as deferred revenue.

 

Revenues generated from consulting services are recognized as the related services are performed and collectibility is deemed probable. However, when such consulting services are deemed to be essential to the functionality of the delivered software product, revenue from the entire arrangement is recognized on