DOCUMENT SCIENCES CORP
10-Q/A, 1998-10-27
PREPACKAGED SOFTWARE
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<PAGE>   1
                                                                       CONFORMED

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A
                                (Amendment No. 1)

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the Period Ended March 31, 1998

    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

           Delaware                                             33-0485994
 (State or other jurisdiction of                              (I.R.S. Employer
incorporation or of organization)                            Identification No.)

6333 Greenwich Drive, Suite 200
San Diego, CA                                                      92122
      (Address of principal executive                             (Zip Code)
               offices)

                                 (619) 625-2000
              (Registrant's telephone number, including area code)

                                 Not applicable
              (Former name, former address and former fiscal year,
                          if changed since last report)

              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
    periods 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

The number of shares of the issuer's Common Stock outstanding as of April 30,
1998 was 10,818,087.



                                       
<PAGE>   2

                          DOCUMENT SCIENCES CORPORATION
                              List of Items Amended

<TABLE>
<CAPTION>
                                                                                                       PAGE
                                                                                                        NO.
                                                                                                       ----
                         PART I. FINANCIAL INFORMATION

<S>                                                                                                    <C>
Item 1. Financial Statements (Unaudited)

Consolidated balance sheets---March 31, 1998 and December 31, 1997 ...........................           3

Consolidated statements of income---three months ended March 31, 1998 and 1997 ...............           4


Consolidated statements of cash flows---three months ended March 31, 1998 and 1997 ...........           5

Notes to consolidated financial statements ...................................................           6

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations           7


Signature ....................................................................................          12
</TABLE>


                                TEXT OF AMENDMENT

EXPLANATORY NOTE:

Each of the above listed Items is hereby amended by deleting the Item in its
entirety and replacing it with the Items attached hereto and filed herewith.

The purpose of this amendment is to amend the Company's 10-Q for the period
ending March 31, 1998 (the "Original Filing") to reflect changes in connection
with a reevaluation of certain customer contracts and the related revenue
recognition in accordance with AICPA Statement of Position on Software Revenue
Recognition 97-2.



                                       
<PAGE>   3

PART I.  FINANCIAL INFORMATION

ITEM 1-FINANCIAL STATEMENTS (Unaudited)

                          DOCUMENT SCIENCES CORPORATION
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                         MARCH 31,            DECEMBER 31,
                                                                           1998                   1997
                                                                       ------------           ------------
                                                                        (UNAUDITED)              (NOTE)
<S>                                                                    <C>                    <C>         
ASSETS
Current assets:
    Cash and cash equivalents                                          $  2,357,324           $  3,526,301
    Short-term investments                                               16,895,235             18,228,527
    Accounts receivable, net                                              6,786,448              6,468,751
    Due from affiliates                                                     408,244                851,717
    Work in process on development contracts                                375,098                288,932
    Deferred income taxes                                                   326,500                326,500
    Other current assets                                                  1,020,838                279,888
                                                                       ------------           ------------
       Total current assets                                              28,169,687             29,970,616
Property and equipment, net                                               2,193,966
Goodwill, net                                                               987,580              2,135,930
                                                                                                 1,005,111
Capitalized computer software development costs, net                      1,369,090              1,117,319
                                                                       ------------           ------------
       Total assets                                                    $ 32,720,323           $ 34,228,976
                                                                       ============           ============

LIABILITIES
Current liabilities:
    Accounts payable                                                   $    937,927           $    673,657
    Accrued compensation                                                    626,827                787,511
    Other accrued liabilities                                               387,584                348,559
    Deferred revenues                                                     4,001,061              3,812,365
    Current income tax payable to affiliate                                      --                387,443
    Current portion of obligations under capital leases                      65,108                 65,108
                                                                       ------------           ------------
       Total current liabilities                                          6,018,507              6,074,643

Obligations under capital leases                                             36,626                 52,236
Deferred income taxes                                                       411,500                411,500

STOCKHOLDERS' EQUITY
    Common stock, $.001 par value;
      Authorized---30,000,000 shares
      Issued and outstanding shares --10,814,962 at March 31,
      1998 and 10,803,369 at December 31, 1997                               10,815                 10,803
    Deferred compensation                                                  (213,968)              (241,469)
    Treasury stock                                                         (240,515)              (240,515)
    Unrealized gains on short-term investments                               70,491                 69,506
    Additional paid-in-capital                                           25,401,736             25,398,897
    Retained earnings                                                     1,225,131              2,693,375
                                                                       ------------           ------------
       Total stockholders' equity                                        26,253,690             27,690,597
                                                                       ------------           ------------
       Total liabilities and stockholders' equity                      $ 32,720,323           $ 34,228,976
                                                                       ============           ============
</TABLE>

    Note: The balance sheet at December 31, 1997 has been derived from the
    audited financial statements at that date but does not include all of the
    information and footnotes required by generally accepted accounting
    principles for complete financial statements. See notes to consolidated
    financial statements.



                                       3
<PAGE>   4

                          DOCUMENT SCIENCES CORPORATION
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                     THREE MONTHS ENDED
                                                                         MARCH 31,
                                                             -----------------------------------
                                                                  1998                  1997
                                                             ------------           ------------
<S>                                                          <C>                    <C>         
Revenues :
   Initial license fees                                      $    973,762           $  1,783,079
   Annual renewal license and support fees                      1,471,069                799,941
   Services and other                                           1,681,016              1,398,915
                                                             ------------           ------------
      Total revenues                                            4,125,847              3,981,935
Cost of revenues:
   Initial license fees                                           207,738                195,939
   Annual renewal license and support fees                        184,696                110,364
   Services and other                                           1,002,226                511,263
                                                             ------------           ------------
      Total cost of revenues                                    1,394,660                817,566
                                                             ------------           ------------
Gross margin                                                    2,731,187              3,164,369
Operating expenses:
   Research and development                                       925,671                692,686
   Selling, marketing and customer support                      2,435,177              2,038,167
   General and administrative                                   1,520,532                648,776
                                                             ------------           ------------
      Total operating expenses                                  4,881,380              3,379,629
                                                             ------------           ------------
Loss from operations                                           (2,150,193)              (215,260)
   Interest income, net                                           246,949                286,876
                                                             ------------           ------------
Income (loss) before income taxes                              (1,903,244)                71,616
   Benefit from income taxes                                     (435,000)               (26,400)
                                                             ============           ============
Net income (loss)                                            $ (1,468,244)          $     98,016
                                                             ============           ============

Net income (loss)  per share--basic                          $      (0.14)          $       0.01
                                                             ============           ============
Weighted average shares used in basic calculation              10,753,840             10,731,393
                                                             ============           ============
Net income (loss) per share--diluted                         $      (0.14)          $       0.01
                                                             ============           ============
Weighted average shares used in diluted calculation            10,753,840             11,047,534
                                                             ============           ============
</TABLE>



See notes to consolidated financial statements.



                                       4
<PAGE>   5



                         DOCUMENT SCIENCES CORPORATION
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)



<TABLE>
<CAPTION>
                                                                        THREE MONTHS ENDED
                                                                             MARCH 31,
                                                                ---------------------------------
                                                                    1998                  1997
                                                                -----------           -----------

<S>                                                             <C>                   <C>        
Net income (loss)                                               $(1,468,244)          $    98,016
Adjustments to reconcile net income (loss) to net cash
 provided by operating activities:
    Depreciation and amortization                                   134,268                80,159
    Amortization of goodwill                                         17,531                    --
    Amortization of computer software costs                          37,923                25,264
    Amortization of deferred compensation                            27,501                27,501
    Current income tax paid to affiliate                           (387,443)                   --
    Provision for doubtful accounts                                  92,686              (108,816)
    Changes in operating assets and liabilities:
       Accounts receivable                                           33,090               475,810
       Work in process on development contracts                     (86,166)                   --
       Other current assets                                        (740,950)             (128,602)
       Accounts payable                                             264,270                60,484
       Accrued liabilities                                         (121,659)             (474,416)
       Deferred revenue                                             188,696              (184,691)
                                                                -----------           -----------
Net cash provided by (used in) operating activities              (2,008,497)             (129,291)
INVESTING ACTIVITIES
Purchases of short-term investments                              (6,663,311)           (1,355,766)
Sales of short-term investments                                   6,896,603                    --
Maturities of short-term investments                              1,100,000                    --
Purchases of property and equipment                                (192,304)             (337,779)
Unrealized gains on securities                                          985                    --
Additions to computer software development costs                   (289,694)                   --
                                                                -----------           -----------
Net cash provided by (used in) investing activities                 852,279            (1,693,545)
FINANCING ACTIVITIES
Principal payments under capital lease obligations                  (15,610)              (16,083)
Issuance of common stock                                              2,851                 2,893
                                                                -----------           -----------
Net cash used in financing activities                               (12,759)              (13,190)
                                                                -----------           -----------
Decrease in cash and cash equivalents                            (1,168,977)           (1,836,026)
Cash and cash equivalents at beginning of period                  3,526,301             2,465,694
                                                                -----------           -----------
Cash and cash equivalents at end of period                      $ 2,357,324           $   629,668
                                                                ===========           ===========
Supplemental disclosure of cash flow information:
Interest paid                                                   $     3,307           $     5,093
                                                                ===========           ===========
</TABLE>



See notes to consolidated financial statements.



                                       5
<PAGE>   6

                          DOCUMENT SCIENCES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                 March 31, 1998

Note A---Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring adjustments) considered necessary for a fair presentation
have been included. The condensed consolidated financial statements included in
this Form 10-Q/A should be read in conjunction with the consolidated financial
statements and notes thereto, together with management's discussion and analysis
of financial condition and results of operations, contained in the Annual Report
to Stockholders incorporated by reference in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1997. Operating results for the
three month period ended March 31, 1998 are not necessarily indicative of the
results that may be expected for the year ending December 31, 1998.

In June 1997, the Financial Accounting Standards Board issued SFAS No. 130,
Reporting Comprehensive Income, which establishes rules for reporting and
displaying comprehensive income. The adoption of SFAS No. 130 does not
materially impact the Company's results of operations, cash flows or financial
position.

The Company recognizes revenue in accordance with AICPA Statement of Position
(SOP) 97-2, Software Revenue Recognition. Initial license revenue is recognized
when a contract exists, the fee is fixed or determinable, software delivery has
occurred and collection of the receivable is deemed probable. The portion of the
initial license revenue which represents the software support for the first year
is deferred and recognized ratably over the contract period. Annual renewal
license and support fees are recognized ratably over the contract period.
Revenues from commissions paid by Xerox in connection with the sale of Xerox
printer products are recognized upon installation of the printer products.
Revenues generated from consulting services are recognized as the related
services are performed. 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 in accordance with SOP 81-1, Accounting for
Performance of Construction-Type and Certain Production-Type Contracts, and
Accounting Research Bulletin (ARB) No. 45, Long-Term Construction-Type
Contracts.

In October 1998, the Company restated its operating results for the three month
period ended March 31, 1998, to defer to subsequent quarters certain revenues
from contracts totaling $456,000 that had been previously recognized in the
three month period ended March 31, 1998. This had the effect of increasing net
loss by $328,000 and increasing net loss per share (basic and diluted) by $0.03
for the three month period ended March 31, 1998.

Note B---Transactions with Affiliates

The Company has a strategic marketing alliance with Xerox Corporation (Xerox)
under which the parties have agreed to pay each other fees on referrals that
lead to the successful sale or licensing of each other's products. Included in
services and other revenue in the accompanying condensed consolidated statements
of income are commissions earned from Xerox totaling $84,750 and $179,000 for
the three months ended March 31, 1998 and 1997, respectively. Commissions
related to referrals from Xerox are 



                                       6
<PAGE>   7

included in selling and marketing expense in the accompanying condensed
consolidated statements of income and totaled $0 and $39,500 for the three
months ended March 31, 1998 and 1997, respectively.

The Company has distribution agreements with certain affiliates which provide
the affiliates with the non-exclusive right to sub-license the Company's
software in Australia, New Zealand and Canada. The terms of the distributor
agreements provide that the affiliates receive a discount from the list price of
the Company's products licensed, including maintenance and support. Revenues
from the affiliates under these agreements, net of discounts, were $453,300 and
$232,900 for the three months ended March 31, 1998 and 1997, respectively.
Included in accounts receivable are $397,800 and $227,800 from these revenues at
March 31, 1998 and 1997, respectively.

The Company has distribution agreements with certain affiliates which provide
the affiliates the non-exclusive right to sub-license the Company's software in
Europe. Revenues under these agreements totaled $465,000 and $479,400 for the
three months ended March 31, 1998 and 1997, respectively. Related accounts
receivable are $1,367,500 and $413,900 at March 31, 1998 and 1997, respectively.

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

The following discussion contains certain trend analysis and other
forward-looking statements which involve risks and uncertainties. The Company's
actual results could differ materially from those anticipated in the
forward-looking statements as a result of factors, including those set forth in
this discussion under "Factors That May Affect Future Results" and other risks
detailed from time to time in the Company's SEC reports. In addition, the
discussion of the Company's results of operations should be read in conjunction
with the sections entitled "Certain Additional Business Risks" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
Company's Annual Report on Form 10-K for the year ended December 31, 1997.

OVERVIEW

Document Sciences Corporation (the "Company") develops, markets and supports a
family of document automation software products and services used in high volume
electronic publishing applications. The Company was incorporated in Delaware in
October 1991 as a wholly-owned subsidiary of Xerox Corporation ("Xerox"), and
Xerox currently owns approximately 62% of the Company's outstanding shares of
Common Stock.

On May 9, 1997, the Company purchased substantially all of the assets of Data
Retrieval Corporation of America from the West Group. Included in the purchase
were exclusive ownership of the TextComply, Text DBMS, TextGen, TextMigrate and
Textbook software products and the installed base of commercial accounts. The
Company retained employees responsible for the development, product support and
customer service of the software products. In addition, the Company has
continued to provide training and consulting support for existing and future
customers.

The Company is currently assessing the potential impact of year 2000 software
and operational compliance issues on its business and the related expenses of
remedying such impact. The Company is utilizing both internal and external
resources to identify, modify or reprogram, and perform extensive testing on its
systems, in connection with the 2000 issue. Management has not yet finalized its
assessment of the year 2000 compliance expenses and related potential effect on
the Company's earnings.



                                       7
<PAGE>   8

RESULTS OF OPERATIONS

The following table sets forth the percentage of total revenues for certain
items in the Company's consolidated statements of income for the periods
indicated:

<TABLE>
<CAPTION>
                                                      THREE MONTHS ENDED
                                                          MARCH 31,
                                                     1998          1997
                                                  --------       --------
<S>                                               <C>            <C>
Revenues:
  Initial license fees                                  23%            45%
  Annual renewal license and support fees               36             20
  Services and other                                    41             35
                                                  --------       --------
    Total revenues                                     100%           100%

Cost of revenues:
  Initial license fees                                   5%             5%
  Annual renewal license and support fees                5              3
  Services and other                                    24             12
                                                  --------       --------
    Total cost of revenues                              34%            20%
                                                  --------       --------
Gross profit                                            66%            80%

Operating expenses:
  Research and development                              22%            17%
  Selling, marketing and customer support               59             52
  General and administrative                            37             16
                                                  --------       --------
     Total operating expenses                          118%            85%
                                                  --------       --------
Loss from operations                                   (52)%           (5)%
  Interest income, net                                   6              7
                                                  --------       --------
Income (loss) before income taxes                      (46)%            2%
  Provision for (benefit from) income taxes            (10)            --
                                                  --------       --------
Net income (loss)                                      (36)%            2%
                                                  ========       ========
</TABLE>


REVENUES

Total revenues increased 3.6% to $4.1 million for the three months ended March
31, 1998 from $4.0 million for the three months ended March 31, 1997. This
growth was due primarily to the increases in revenues from increased consulting
services, which are included in services and other, and increases in annual
renewal and support fees, which have increased principally as a result of the
customer base acquired in the Data Retrieval transaction.

The Company sells its products principally through a direct sales force
domestically, and internationally principally through distributors and value
added resellers ("VARS") and, to a lesser extent, through its direct sales
force. Revenues from export sales and sales through the Company's foreign
subsidiary decreased 7.2% to $1.3 million for the three months ended March 31,
1998 from $1.4 million for the three months ended March 31, 1997. This decrease
is the result of fewer large transactions. Revenues from export sales were 28%
and 35% of total revenues for the three months ended March 31, 1998 and 1997,
respectively.

The Company and Xerox maintain a strategic marketing alliance agreement under
which the parties have agreed to pay each other fees on referrals that lead to
the successful licensing or sales of each other's products. The Company's
revenues from the strategic marketing alliance, principally commissions from



                                       8
<PAGE>   9

sales of Xerox printers, were $84,750 and $179,000 for the three months ended
March 31, 1998 and 1997, respectively. The fees received by the Company from
sales of Xerox printers under the strategic marketing alliance have little
associated costs, have had a high degree of inconsistency from quarter to
quarter and are difficult to project. Failure to continue to receive such fees
could have a material adverse effect on the Company's business, operating
results and financial condition.

The Company has entered into distributorship agreements with various Xerox
foreign affiliates to remarket the Company's products internationally. The
Company's revenues from such distributorship agreements related to the
licensing, maintenance and support of the Company's products increased 28.9% to
$918,300 for the three months ended March 31, 1998 from $712,300 for the three
months ended March 31, 1997. This increase is due principally to increased
revenues through Xerox Canada Ltd. and Fuji Xerox Australia.

Initial license fees. Initial license fee revenues decreased 45.4% to $1.0
million for the three months ended March 31, 1998 from $1.8 million for the
three months ended March 31, 1997. This decrease in initial license fees was due
to a reduction in the number of new customers and to $340,000 in sales
concessions to certain customers. Initial license fees have declined as a
percentage of total revenue due to customers increasing demand for consulting
services and a significant increase in annual license and support fees as a
result of the Data Retrieval acquisition.

Annual renewal license and support fees. Revenues from annual renewal license
and support fees increased 83.9% to $1.5 million for the three months ended
March 31, 1998 from $799,900 for the three months ended March 31, 1997. The
increase was principally due to the larger installed base of users of the
Company's software products and additional support fees acquired in the Data
Retrieval acquisition in May 1997. As a percentage of total revenues, annual
renewal license and support fees were 32.1% and 20.1% for the three months ended
March 31, 1998 and 1997, respectively.

Services and other. Revenues from services and other increased 20.2% to $1.7
million for the three months ended March 31, 1998 from $1.4 million for the
three months ended March 31, 1997. The growth in revenues from consulting
services, which is included in services and other, both in revenue dollars and
as a percentage of total revenues, was attributable to increasing demand for
consulting services which has become a larger component of new customer orders.

Cost of Revenues

Total cost of revenues was 33.8% and 20.5% of total revenues for the three
months ended March 31, 1998 and 1997, respectively. The increase in cost of
revenues as a percentage of total revenues resulted primarily from increased
personnel costs associated with providing additional consulting services to
customers.

Cost of initial license fees. Cost of initial licenses of software includes
documentation, reproduction costs, product packaging, packaging design, product
media, employment costs for training, installation and distribution personnel
and the cost of third party software. The cost of initial licenses increased
6.0% to $207,700 for the three months ended March 31, 1998 from $195,900 for the
three months ended March 31, 1997. This increase was primarily the result of
increased amortization of capitalized software development costs. As a percent
of initial license fee revenues, the cost of initial license fees was 21.3% and
11.0% for the three months ended March 31, 1998 and 1997, respectively. The cost
of initial license fees also included the amortization of capitalized software
development costs of $37,900 and $25,300 for the three months ended March 31,
1998 and 1997, respectively.



                                       9
<PAGE>   10

Cost of annual renewal license and support fees. Cost of annual renewal license
and support fees consists primarily of employment-related costs for the
Company's technical support staff, which performs technical software support
services. These costs increased 67.4% to $184,700 for the three months ended
March 31, 1998 from $110,400 for the three months ended March 31, 1997. As a
percentage of annual renewal license and support fee revenues, these costs were
12.6% and 13.8% for the three months ended March 31, 1998 and 1997,
respectively. This increase in absolute dollars is attributed to the additional
technical support personnel necessary to support the customer base acquired from
Data Retrieval as well as an increase in the installed base of users of the
Company's software products. The decrease in costs as a percentage of annual
renewal license and support fees revenue is a result of economies of scale
associated with a larger installed base of customers.

Cost of services and other. Cost of services and other consists principally of
the employment-related costs for the Company's staff of product consultants and
trainers. There are little or no costs related to commissions from the sale of
Xerox printers under the strategic marketing alliance. Cost of services and
other revenue increased 96.0% to $1.0 million for the three months ended March
31, 1998 from $511,300 for the three months ended March 31, 1997. The costs of
services and other represented 59.6% and 36.5% of the related revenues for the
three months ended March 31, 1998 and 1997, respectively. The increase in cost
of services and other revenues resulted principally from the additional
personnel costs related to the Company providing increased consulting services.

Research and development. Research and development expenses consist primarily of
the employment-related costs of personnel associated with developing new
products, enhancing existing products, testing software products and developing
product documentation. The Company expenses all costs for research and
development of new products until technological feasibility has been assured.
Thereafter, costs of production are capitalized until general release of the
product. The capitalized costs of software production are amortized using the
greater of the amount computed using the ratio of current product revenues to
estimated total product revenues or the straight-line method over the remaining
estimated economic lives of the products. The Company capitalized $289,700 of
software costs for the three months ended March 31, 1998. The Company did not
capitalize any software costs for the three months ended March 31, 1997.
Research and development expenses increased 33.6% to $925,700 for the three
months ended March 31, 1998 from $692,700 for the three months ended March 31,
1997. The increase in these expenses resulted principally from the expansion of
the engineering staff and related costs.

Selling, marketing and customer support. Selling, marketing and customer support
expenses consist primarily of salaries, commissions, marketing programs and
related costs for pre- and post sales activity. These expenses increased 19.5%
to $2.4 million for the three months ended March 31, 1998 from $2.0 million for
the three months ended March 31, 1997. The growth of these expenses was due
principally to increased sales, sales support and marketing personnel and the
related costs and commissions associated with increased revenues.

General and administrative. General and administrative expenses consist
primarily of employment-related costs for finance, administration and human
resources, and general corporate management and services. These expenses
increased 134.4% to $1.5 million for the three months ended March 31, 1998 from
$648,800 for the three months ended March 31, 1997. These expenses represented
36.9% and 16.3% of the total revenues for the three months ended March 31, 1998
and 1997, respectively. The increase in general and administrative expenses was
the result of growth in the finance and administrative operations of the Company
and of one-time charges of $459,000 for severance and recruiting costs.

Interest and other income (expense), net. Interest and other income is primarily
composed of interest income from cash and cash equivalents and short-term
investments offset by financing charges related to 



                                       10
<PAGE>   11

equipment leases and other debt. Interest and other income decreased to $247,000
for the three months ended March 31, 1998 from $286,900 for the three months
ended March 31, 1997. The decrease in dollar amount is due to a decrease in the
balance of short-term investments which are being used to fund the growth of the
Company.

Provision for (benefit from) income taxes. From its inception to September 20,
1996, the Company's taxes were included in the consolidated tax returns of Xerox
Corporation. Subsequent to the Company's initial public offering, the Company
was no longer included in the consolidated tax returns for Xerox Corporation.
For the three months ended March 31, 1998, the Company has recognized a tax
benefit as a result of the net operating loss and the non-taxable municipal bond
interest received during the period.

FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS

The Company's total revenues and operating results have varied, sometimes
substantially, from quarter to quarter and are expected to vary significantly in
the future. The Company's revenues and operating results are difficult to
forecast. Future results will depend upon many factors, including the demand for
the Company's products, the level of product and price competition, the length
of the Company's sales cycle, the size and timing of individual license
transactions, the delay or deferral of customer implementations, the budget
cycles of the Company's customers, the Company's success in expanding its direct
sales force and indirect distribution channels, the timing of new product
introductions and product enhancements by the Company and its competitors, the
mix of products and services sold, levels of international sales, activities of
and acquisitions by competitors, the timing of new hires, changes in foreign
currency exchange rates, the ability of the Company to develop and market new
products and control costs, and general domestic and international economic
conditions. In addition, the Company's sales generally reflect a relatively high
amount of revenues per order, and the loss or delay of individual orders,
therefore, could have a significant impact on revenues and quarterly operating
results of the Company. In addition, a significant amount of the Company's
revenues occur predominantly in the third month of each fiscal quarter and tend
to be concentrated in the latter half of that third month.

Initial license fee revenue is dependent on when orders are received and
shipped. However, because of the Company's sales model, the customer's
implementation schedule and the complexity of the implementation process,
revenue from some software shipments may not be realized in the same quarter as
the shipment occurs. The Company's operating expenses are primarily based on
anticipated revenue levels. Since a high percentage of those expenses are fixed,
a delay in the recognition of revenue from license transactions could cause
significant variations in operating results from quarter to quarter and may
result in losses. To the extent such expenses precede increased revenues, the
Company's operating results would be materially adversely affected.

Due to the foregoing factors, revenues and operating results for any quarter are
subject to significant variation, and the Company believes that period-to-period
comparisons of its results of operations are not necessarily meaningful and
should not be relied upon as indications of future performance.

LIQUIDITY AND CAPITAL RESOURCES

The Company's cash and cash equivalents and short-term investments totaled $19.3
million at March 31, 1998, representing 59% of total assets. Net cash used by
operating activities for the three months ended March 31, 1998 was $2.0 million
and was primarily the result of an increase in other assets, the payment of
income taxes to affiliate and the net loss from operations. The Company intends
to continue to invest in short-term, interest-bearing, investment grade
securities.



                                       11
<PAGE>   12

For the three months ended March 31, 1998, the Company's investing activities
provided cash of $852,300 primarily from sales and maturities of short-term
investments.

The Company has no significant capital spending or purchase commitments other
than normal purchase commitments and commitments under facilities and capital
leases.

The Company believes that its existing cash balances, anticipated cash flows
from operations and its bank line of credit will be sufficient to meet its
anticipated cash needs for working capital and capital expenditures for at least
the next twelve months.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                            Document Sciences Corporation
                                            (Registrant)

Date:  October 26, 1998                     /s/ John S. Wilson
- -----------------------                     ------------------------------------
                                            John S. Wilson
                                            Interim Chief Financial Officer
                                            (Duly Authorized and Principal 
                                            Financial Officer)



                                       12
<PAGE>   13

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
No.                                         Description
- ---                                         -----------
<S>                                         <C>
27                                          Financial Data Schedule
</TABLE>





                                       13

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               MAR-31-1998
<CASH>                                       2,357,324
<SECURITIES>                                16,895,235
<RECEIVABLES>                                7,505,656
<ALLOWANCES>                                   310,964
<INVENTORY>                                          0
<CURRENT-ASSETS>                            28,169,687
<PP&E>                                       3,288,186
<DEPRECIATION>                               1,094,220
<TOTAL-ASSETS>                              32,720,323
<CURRENT-LIABILITIES>                        6,018,507
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        10,815
<OTHER-SE>                                  26,242,875
<TOTAL-LIABILITY-AND-EQUITY>                32,720,323
<SALES>                                      2,444,831
<TOTAL-REVENUES>                             4,125,847
<CGS>                                          392,434
<TOTAL-COSTS>                                1,394,660
<OTHER-EXPENSES>                             4,881,380
<LOSS-PROVISION>                                92,686
<INTEREST-EXPENSE>                               3,307
<INCOME-PRETAX>                            (1,903,244)
<INCOME-TAX>                                 (435,000)
<INCOME-CONTINUING>                        (1,468,244)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (1,468,244)
<EPS-PRIMARY>                                    (.14)
<EPS-DILUTED>                                    (.14)
        

</TABLE>


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