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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q

 

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

 

For the quarterly period ended March 31, 2005

 

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 þ No ¨

 

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

 

As of May 10, 2005, there were 4,114,961 shares of common stock of the registrant outstanding.

 


 

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Table of Contents

 

DOCUMENT SCIENCES CORPORATION

 

        

Page

No.


    PART I. FINANCIAL INFORMATION     
Item 1.  

Financial Statements (Unaudited)

    
   

Consolidated balance sheets

   3
   

Consolidated income statements

   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

   9
Item 3.  

Quantitative and Qualitative Disclosures About Market Risk

   23
Item 4.  

Controls and Procedures

   23
    PART II. OTHER INFORMATION     
Item 1.  

Legal Proceedings

   23
Item 6.  

Exhibits

   24
Signatures    25

 

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PART I. FINANCIAL INFORMATION

 

ITEM 1–FINANCIAL STATEMENTS (Unaudited)

 

DOCUMENT SCIENCES CORPORATION

CONSOLIDATED BALANCE SHEETS

 

    

March 31,

2005


   

December 31,

2004


 
     (Unaudited)     (See note below)  

ASSETS

                

Current assets:

                

Cash and cash equivalents

   $ 6,480,345     $ 5,193,440  

Short-term investments

     1,183,008       1,530,523  

Accounts receivable, net

     6,171,249       7,601,485  

Other current assets

     952,842       876,201  
    


 


Total current assets

     14,787,444       15,201,649  

Property and equipment, net

     579,954       511,318  

Software development costs, net

     2,787,183       3,247,194  

Goodwill, net

     4,495,192       4,495,192  

Other assets

     54,468       57,536  
    


 


Total assets

   $ 22,704,241     $ 23,512,889  
    


 


LIABILITIES AND STOCKHOLDERS’ EQUITY

                

Current liabilities:

                

Accounts payable

   $ 4,669     $ 137,886  

Accrued compensation

     1,321,847       1,456,261  

Other accrued liabilities

     499,838       649,525  

Deferred revenue

     11,521,909       12,092,782  
    


 


Total current liabilities

     13,348,263       14,336,454  

Obligations under capital leases

     43,137       48,342  

STOCKHOLDERS’ EQUITY

                

Common stock, $.001 par value

     4,234       4,205  

Treasury stock

     (440,930 )     (440,930 )

Additional paid-in capital

     13,013,183       12,943,243  

Accumulated comprehensive loss

     (68,479 )     (68,276 )

Retained deficit

     (3,195,167 )     (3,310,149 )
    


 


Total stockholders’ equity

     9,312,841       9,128,093  
    


 


Total liabilities and stockholders’ equity

   $ 22,704,241     $ 23,512,889  
    


 


 

Note: The balance sheet at December 31, 2004 has been derived from the audited consolidated financial statements at that date but does not include all of the information and disclosures required by U.S. generally accepted accounting principles for complete financial statements. See notes to unaudited consolidated financial statements.

 

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DOCUMENT SCIENCES CORPORATION

CONSOLIDATED INCOME STATEMENTS

 

    

Three Months Ended

March 31,


     2005

   2004

Revenues:

             

Initial license fees

   $ 1,699,429    $ 1,607,701

Annual renewal license and support fees

     3,104,420      2,808,848

Services and other

     2,125,338      843,869
    

  

Total revenues

     6,929,187      5,260,418

Cost of revenues:

             

Initial license fees

     584,773      261,894

Annual renewal license and support fees

     534,693      513,634

Services and other

     1,566,024      689,669
    

  

Total cost of revenues

     2,685,490      1,465,197
    

  

Gross margin

     4,243,697      3,795,221

Operating expenses:

             

Research and development

     1,359,866      928,001

Selling and marketing

     1,923,762      1,898,367

General and administrative

     861,221      867,079
    

  

Total operating expenses

     4,144,849      3,693,447
    

  

Income from operations

     98,848      101,774

Interest and other income, net

     29,299      22,579
    

  

Income before income taxes

     128,147      124,353

Provision for income taxes

     13,165      12,241
    

  

Net income

   $ 114,982    $ 112,112
    

  

Net income per share - basic

   $ 0.03    $ 0.03
    

  

Weighted average shares used in basic calculation

     4,107,029      3,222,290
    

  

Net income per share - diluted

   $ 0.02    $ 0.03
    

  

Weighted average shares used in diluted calculation

     5,136,575      4,401,047
    

  

 

See notes to unaudited consolidated financial statements.

 

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DOCUMENT SCIENCES CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

    

Three Months Ended

March 31,


 
     2005

    2004

 

Operating activities

                

Net income

   $ 114,982     $ 112,112  

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

                

Depreciation and amortization

     70,346       72,712  

Amortization of software development costs

     460,011       188,145  

Provision for doubtful accounts

     (31,842 )     (372,435 )

Changes in operating assets and liabilities:

                

Accounts receivable

     1,447,041       2,323,118  

Other assets

     (74,097 )     (201,523 )

Accounts payable

     (133,149 )     (91,524 )

Accrued compensation

     (134,414 )     (195,063 )

Other accrued liabilities

     (145,869 )     17,005  

Deferred revenue

     (570,659 )     (292,754 )
    


 


Net cash provided by operating activities

     1,002,350       1,559,793  

Investing activities

                

Purchases of short-term investments

     (607,939 )     (941,064 )

Maturities of short-term investments

     1,000,000       640,000  

Purchases of property and equipment, net

     (139,068 )     —    

Additions to software development costs

     —         (623,649 )
    


 


Net cash provided by (used in) investing activities

     252,993       (924,713 )

Financing activities

                

Principal payments under capital lease obligations

     (5,205 )     (5,205 )

Sale of treasury stock

     —         31,613  

Issuance of common stock

     69,969       113,818  
    


 


Net cash provided by financing activities

     64,764       140,226  
    


 


Increase in cash and cash equivalents

     1,320,107       775,306  

Effect of foreign currency on cash

     (33,202 )     (8,751 )

Cash and cash equivalents at beginning of period

     5,193,440       1,916,595  
    


 


Cash and cash equivalents at end of period

   $ 6,480,345     $ 2,683,150  
    


 


Supplemental disclosure of cash flow information:

                

Interest paid

   $ 724     $ 823  
    


 


Income taxes paid

   $ 13,165     $ 12,241  
    


 


 

See notes to unaudited consolidated financial statements.

 

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DOCUMENT SCIENCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

March 31, 2005

 

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, 2004, 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, 2005 are not necessarily indicative of the results that may be expected for any other interim period or for the year ending December 31, 2005. The consolidated balance sheet at December 31, 2004 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.

 

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. 104, Revenue Recognition. 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 or creditworthiness has otherwise been established. Amounts billed or payments received in advance of revenue recognition are recorded as deferred revenue.

 

Note C - Computation of Net Income Per Share

 

We present our earnings 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 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.

 

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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. Common stock options to purchase 150,354 and 42,043 shares were excluded from the calculation of weighted-average shares used in determining diluted EPS for the three months ended March 31, 2005 and 2004, respectively, as their effect would have been antidilutive.

 

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

 

     Three Months Ended

    

March 31,

2005


  

March 31,

2004


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

   4,107,029    3,222,290

Effect of dilutive stock options

   1,029,546    1,178,757
    
  

Shares used in diluted earnings per share

   5,136,575    4,401,047
    
  

 

Note D - 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 and net earnings per common share have been estimated at the date of grant using the Black-Scholes option pricing model based on a weighted-average expected life of the option of seven years and the following weighted average assumptions:

 

     Three Months ended
March 31,


 
     2005

    2004

 

Expected volatility

   70 %   69 %

Risk-free interest rates

   4 %   4 %

Dividend yields

   0 %   0 %

 

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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,

 
     2005

    2004

 

Net income as reported

   $ 114,982     $ 112,112  

Less stock-based compensation expense

     (279,909 )     (90,055 )
    


 


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

   $ (164,927 )   $ 22,057  
    


 


Adjusted pro forma basic net income (loss) per share

   $ (0.04 )   $ 0.01  

Adjusted pro forma diluted net income (loss) per share

   $ (0.04 )   $ 0.01  

 

Note E - Business Combination

 

On July 20, 2004, we completed the acquisition of the remaining 79% of the outstanding common stock of Objectiva Software Solutions, Inc. (Objectiva), which upon completion of the acquisition became our wholly-owned subsidiary. Objectiva is a services company specializing in enterprise software development, including rapid prototyping, product co-development, product migration, product porting and product reengineering. The acquisition was consummated pursuant to that certain Stock Purchase Agreement, dated as of June 27, 2004, by and among Document Sciences and the selling stockholders identified therein.

 

The results of operations of Objectiva have been included in the accompanying consolidated financial statements from the date of acquisition and were accounted using the purchase method of accounting. The total cost of the acquisition and the subsequent allocation was as follows:

 

Total acquisition costs:

        

Issuance of 629,793 shares of DSC common stock (a)

   $ 3,216,983  

Cash paid at acquisition to Objectiva shareholders

     392,844  

Acquisition related expenses

     299,662  

Existing investment

     150,000  
    


     $ 4,059,489  
    


Allocated to assets and liabilities as follows: