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
(Registrants 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.
| Page No. | ||
| PART I. FINANCIAL INFORMATION | ||
| Item 1. Financial Statements (Unaudited) |
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| 3 | ||
| 4 | ||
| 5 | ||
| 6 | ||
| Item 2. Managements 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 | |
| 23 | ||
| Item 5. Other Information |
23 | |
| Item 6. Exhibits and Reports on Form 8-K |
23 | |
| 25 | ||
2
ITEM 1FINANCIAL STATEMENTS (Unaudited)
DOCUMENT SCIENCES CORPORATION
| 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
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
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
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 Corporations 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
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
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 options 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. MANAGEMENTS 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