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
(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 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.
1
| 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 |
9 | ||
| Item 3. | 23 | |||
| Item 4. | 23 | |||
| PART II. OTHER INFORMATION | ||||
| Item 1. | 23 | |||
| Item 6. | 24 | |||
| Signatures | 25 | |||
2
PART I. FINANCIAL INFORMATION
ITEM 1FINANCIAL STATEMENTS (Unaudited)
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.
3
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.
4
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.
5
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 Corporations 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.
6
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 | % | ||
7
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, |
||||||||
| 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: |