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United States Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-Q

[ x ]

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Period Ended June 30, 2000

      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

(760) 602-1400
(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 July 31, 2000 was 10,920,251.

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PART I. FINANCIAL INFORMATION

ITEM 1—FINANCIAL STATEMENTS (Unaudited)

DOCUMENT SCIENCES CORPORATION
CONSOLIDATED BALANCE SHEETS

	Note: The balance sheet at December 31, 1999 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.

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DOCUMENT SCIENCES CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

See notes to consolidated financial statements.

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DOCUMENT SCIENCES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

See notes to consolidated financial statements.

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DOCUMENT SCIENCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
June 30, 2000

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. Certain amounts for 1999 have been reclassified to conform with the 2000 presentation. The information included in this Form 10-Q 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, included in our 1999 Annual Report on Form 10-K. Operating results for the three and six-month periods ended June 30, 2000 are not necessarily indicative of the results that may be expected for the year ending December 31, 2000.

We recognize revenue in accordance with AICPA Statement of Position (SOP) 97-2, Software Revenue Recognition. Initial license fees are recognized when a contract exists, the fee is fixed or determinable, software delivery has occurred and collection of the receivable is deemed probable. Any portion of the initial license fee representing 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 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.

Note B—Transactions with Affiliates

Until September 30, 1999, we maintained a strategic marketing alliance with Xerox Corporation (Xerox) under which both parties agreed to pay each other commissions on referrals that lead to the successful sale or licensing of each other’s products. Included in services and other revenues in the accompanying consolidated statements of income are commissions earned from Xerox totaling $0 and $99,800 for the three months ended June 30, 2000 and 1999, respectively, and $0 and $196,700 for the six months ended June 30, 2000 and 1999, respectively. We paid no referral commissions to Xerox for the three and six months ended June 30, 2000 and 1999.

We have distribution agreements with affiliates providing the non-exclusive right to sub-license our software in Australia, New Zealand, Canada, Brazil, Argentina and Chile. The terms of these distributor agreements provide that the affiliates receive a discount from the list price of our licensed products and annual license fees. Revenues from the affiliates under these agreements, net of discounts, were $805,500 and $632,200 for the three months ended June 30, 2000 and 1999, respectively, and $1,370,400 and $960,300 for the six months ended June 30, 2000 and 1999, respectively. Included in accounts receivable are $640,600 and $820,700 from these revenues at June 30, 2000 and 1999, respectively.

We have distribution agreements with affiliates providing the non-exclusive right to sub-license our software in Europe. Revenues under these agreements totaled $770,700 and $400,800 for the three months ended June 30, 2000 and 1999, respectively, and $1.2 and $1.1 million for the six months ended

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June 30, 2000 and 1999. Related accounts receivable are $1.0 million and $793,700 at June 30, 2000 and 1999, respectively.

Note C—Net Income Per Share

We present our earnings per share information in accordance with FAS No. 128, “Earnings per Share”. Basic earnings per share excludes any dilutive effects of options, warrants and convertible securities. Diluted earnings per share includes the dilutive effects of options, warrants and convertible securities.

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

Note D—Sales Commitments

In 1999, we began licensing software for non-cancelable three-year terms. Where we provide extended payment terms to customers (allowing them to make payments on a quarterly or annual basis), we recognize license revenue when invoices come due, as SOP 97-2 precludes us from recognizing the portion of these licenses that is not currently due from the customer. Amounts not currently due from customers on these agreements are not reflected on our Balance Sheet and are identified below.

We also began signing customers to non-cancelable three-year maintenance agreements, which we recognize ratably over the service period. As we invoice these agreements, the amounts are recorded initially to Deferred Revenue. Amounts to be invoiced are not reflected on our Balance Sheet and are identified below.

The following table summarizes these multi-year license and maintenance agreement activities showing ending balances not reflected on our Balance Sheet at June 30, 2000:

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Revenue from the current unrecognized revenue backlog will be recognized by the end of the second quarter of 2003.

Note E—Recently Issued Accounting Pronouncements

In December 31, 1999, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin No. 101 (“SAB 101”), Revenue Recognition in Financial Statements. SAB 101 summarizes certain of the SEC’s views in applying generally accepted accounting principles to revenue recognition in financial statements. We do not expect the adoption of SAB 101 to have a material effect on our operations or financial position. We are required to adopt SAB 101 in the fourth quarter of 2000.

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

The following discussion may contain certain trend analysis and other forward-looking statements which involve risks and uncertainties. Our actual results could differ materially from those discussed herein, including those set forth in this discussion, under “Risk Factors” and other risks detailed from time to time in our SEC reports. In addition, the discussion of our results of operations should be read in conjunction with the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 1999 Annual Report on Form 10-K.

OVERVIEW

Document Sciences Corporation develops, markets and supports a family of document automation software products and services used in high volume electronic publishing applications. We were incorporated in Delaware in October 1991 as a wholly-owned subsidiary of Xerox, and following our initial public offering of stock in September 1996, Xerox’ ownership was reduced to approximately 62%.

RESULTS OF OPERATIONS

The following table sets forth the percentage of total revenues for certain items in our consolidated statements of operations for the periods indicated:

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Revenues

Total revenues decreased 13% to $5.2 million for the three months ended June 30, 2000 from $6.0 million for the three months ended June 30, 1999, and decreased 5% to $10.9 million for the six months ended June 30, 2000 from $11.5 million for the six months ended June 30, 1999. These decreases are due to lower revenue from consulting services.

Sales Channels. We sell our products principally through a direct sales force domestically, and internationally principally through distributors and value added resellers (“VARS”) and, to a lesser extent, through a direct sales force. Revenues from export sales and sales through our foreign subsidiary increased 36% to $1.9 million for the three months ended June 30, 2000 from $1.4 million for the three months ended June 30, 1999, and increased 21% to $3.4 million for the six months ended June 30, 2000 from $2.8 million for the six months ended June 30, 1999. These increases are primarily the result of increased revenues through our Xerox affiliates in Australia and Canada. Revenues from export sales were 37% and 24% of total revenues for the three months ended June 30, 2000 and 1999, respectively, and 31% and 25% of total revenues for the six months ended June 30, 2000 and 1999, respectively.

We maintain distributorship agreements with various Xerox foreign affiliates to remarket our products internationally. Our revenues from such distributorship agreements related to the licensing, maintenance and support of our products increased 60% to $1.6 million for the three months ended June 30, 2000 from $1.0 million for the three months ended June 30, 1999, and increased 30% to $2.6 million for the six months ended June 30, 2000 from $2.0 million for the six months ended June 30, 1999. These increases are due principally to increased revenues through our Xerox affiliates in Australia and Canada.

Initial license fees. Initial license fee revenues remained unchanged at $2.2 million for the three months ended June 30, 2000 and 1999, and increased 21% to $4.7 million for the six months ended June 30, 2000 from $3.9 million for the six months ended June 30, 1999. The increase in the six-month period is mainly due to increased sales activity in the United States and Australia.

Annual renewal license and support fees. Revenues from annual renewal license and support fees increased 11% to $2.1 million for the three months ended June 30, 2000 from $1.9 million for the three months ended June 30, 1999, and increased 16% to $4.3 million for the six months ended June 30, 2000 from $3.7 million for the six months ended June 30, 1999. These increases are due to the increasing installed base of customers.

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Services and other. Revenues from services and other decreased 51% to $925,600 for the three months ended June 30, 2000 from $1.9 million for the three months ended June 30, 1999, and decreased 51% to $1.9 million for the six months ended June 30, 2000 from $3.9 million for the six months ended June 30, 1999. These decreases are mainly attributable to the nature of this year’s software sales, which do not require as much consulting services as previous periods. Also, the three and six-month periods ending June 30, 1999, benefited from Xerox referral commissions of $99,800 and $196,700, respectively.

Cost of Revenues

Total cost of revenues was 23% and 28% of total revenues for the three months ended June 30, 2000 and 1999, respectively, and 23% and 26% of total revenues for the six months ended June 30, 2000 and 1999, respectively. The decrease in cost of revenues as a percentage of total revenues resulted primarily from our revenue mix, which was weighted more toward higher-margin initial license fees.

Operating Expenses

Research and development. Research and development expenses remained unchanged at $1.4 million for the three months ended June 30, 2000 and 1999, and decreased 11% to $2.5 million for the six months ended June 30, 2000 from $2.8 million for the six months ended June 30, 1999. These decreases are due primarily to decreased expenditures for outside consultants.

Selling and marketing. Selling and marketing expenses increased 24% to $2.1 million for the three months ended June 30, 2000 from $1.7 million for the three months ended June 30, 1999, and increased 14% to $4.0 million for the six months ended June 30, 2000 from $3.5 million for the six months ended June 30, 1999. These increases are due principally to increased marketing expenditures on advertising and promotion activities and trade shows.

General and administrative. General and administrative expenses increased 9% to $1.2 million for the three months ended June 30, 2000 from $1.1 million for the three months ended June 30, 1999, and increased 5% to $2.2 million for the six months ended June 30, 2000 from $2.1 for the six months ended June 30, 1999. These increases are due principally to higher professional fees.

Provision for income taxes. For the three and six months ended June 30, 2000, we have recognized no income tax expense as a result of the utilization of the net operating loss carryforward generated in 1998.

LIQUIDITY AND CAPITAL RESOURCES

Our cash and cash equivalents and short-term investments totaled $17.3 million at June 30, 2000, representing 61% of total assets. We intend to continue to invest in short-term, interest-bearing, investment grade securities.

We believe that our existing cash balances and anticipated cash flows from operations will be sufficient to meet our anticipated cash needs for working capital and capital expenditures for at least the next twelve months.

We have no capital spending or purchase commitments other than normal purchase commitments and commitments under facilities and capital leases.

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Risk Factors

The following is a discussion of certain factors which currently impact or may impact our business, operating results and/or financial condition. Anyone making an investment decision with respect to our common stock or other securities is cautioned to carefully consider these factors.

If any of the following risks actually occur, our business, results of future operations and financial condition could be materially adversely affected. In such case, the trading price of our common stock could decline and you may lose all or part of your investment.

Our Quarterly Results Fluctuate Significantly and we may not be able to Maintain our Existing Growth Rates.

Our total revenues and operating results can vary, sometimes substantially, from quarter to quarter and we expect them to vary significantly in the future. Our revenues and operating results are difficult to forecast; and our future results will depend upon many factors, including the following:

	•		the demand for our products;
	•		the level of product competition and price competition we face;
	•		the length of our sales cycle;
	•		the size and timing of individual license transactions;
	•		the delay or deferral of customer implementations;
	•		the budget cycles of our customers;
	•		our success in expanding our direct sales force and indirect distribution channels;
	•		the timing of our new product introductions and product enhancements, as well as those of our competitors;
	•		our mix of products and services;
	•		our level of international sales;
	•		the activities of and acquisitions by our competitors;
	•		our timing of new hires;
	•		changes in foreign currency exchange rates;
	•		our ability to develop and market new products and to control costs; and
	•		general domestic and international economic conditions.

Our initial license fee revenue mainly depends on when orders are received and shipped. However, because of our sales model, our customers’ implementation schedule and the complexity of the implementation process, revenue from some software shipments may not be recognized in the same quarter as the shipment occurs. Our operating expenses are primarily based on anticipated revenue levels. Since a high percentage of those expenses are relatively fixed, a delay in the recognition of revenue from license transactions could cause significant variations in operating results from quarter to quarter and we may sustain losses as a result. If such expenses precede increased revenues, our operating results would be materially adversely affected.

As a result of these factors, results from operations for any quarter are subject to significant variation, and we believe that period-to-period comparisons of our results of operations are not necessarily meaningful and you should not rely upon them as an indication of our future performance. Furthermore, our operating results in some future quarter may fall below the expectations of public market analysts and investors. If this occurs, the price of our common stock would likely be materially adversely affected.

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We are Substantially Controlled by Xerox.

Xerox owns approximately 62% of the outstanding shares of our common stock. Consequently, Xerox controls Document Sciences, is able to elect our entire board of directors and could have significant input into our operations. In addition, Xerox is able to determine the outcome of all corporate actions requiring stockholder approval, including potential mergers, acquisitions, consolidations and sales of all or substantially all of our assets. Xerox’s voting power could delay or prevent a change in control of Document Sciences and may prevent or discourage tender offers for our common stock at a premium price by another person or entity. Xerox affiliates currently hold two of the five seats on our board of directors.

Our Business is Dependent on Maintaining our Relationships with Xerox.

We currently have a variety of contractual and informal relationships with Xerox and affiliates of Xerox, including a Cooperative Marketing Agreement, a Transfer and License Agreement and various distribution agreements. We rely on these relationships and agreements for a significant portion of our total revenues.

	•		For the three months ended June 30, 2000, revenues derived from relationships with Xerox and affiliates of Xerox accounted for approximately $1.7 million, representing 33% of our total revenues;
	•		For the three months ended June 30, 1999, revenues derived from relationships with Xerox and affiliates of Xerox accounted for approximately $1.2 million, representing 20% of our total revenues;
	•		For the six months ended June 30, 2000, revenues derived from relationships with Xerox and affiliates of Xerox accounted for approximately $2.9 million, representing 26% of our total revenues;
	•		For the six months ended June 30, 1999, revenues derived from relationships with Xerox and affiliates of Xerox accounted for approximately $2.3 million, representing 20% of our total revenues.

Included above were commissions that we received from sales of Xerox printers under our strategic marketing alliance with Xerox. These commissions were for the six months ended June 30:

	•		2000: $0;
	•		1999: $196,700.

These commissions have little or no associated costs and have contributed a substantial portion of our income from operations for certain prior operating periods. This commission arrangement was terminated as of September 30, 1999.

Furthermore, there can be no assurance that existing and potential customers will continue to do business with us because of these relationships or our historical ties with Xerox and its affiliates. Though we intend to continue our existing relationships with Xerox, our strategy is to lessen our dependence on Xerox. However, there can be no assurance that we will be able to do so and, because of our current level of dependence on Xerox, there can be no assurance that our move to become more independent will not adversely affect our business, results of operations and financial condition. Our failure to maintain these

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relationships, particularly with Xerox and its affiliates, or to establish new relationships in the future, could have a material adverse effect on our business, operating results and financial condition.

Xerox has strategic alliances and other business relationships with other companies who supply software and services used in high volume electronic publishing applications and who now or in the future may be our competitors. There can be no assurance that Xerox or one of its affiliated companies will not engage in business that directly competes with us. In addition, Xerox has ongoing internal development activities that could in the future lead to products that compete with us. Xerox could in the future expand these relationships or enter into additional ones, and as a result our business could be materially adversely affected.

Our Growth is Dependent upon Successfully Focusing our Distribution Channels.

We intend to streamline our worldwide sales and distribution channels by focusing on key target industry market segments where our current and planned products enjoy a significant competitive advantage and a current, high market demand. We also plan on leveraging our existing relationships with Xerox Corporation, IBM Corporation and their channels and affiliates by launching targeted joint marketing and value added reseller programs and by introducing new product offerings that are optimized for selected target markets and marketing channels. In addition, we intend to form additional partnerships with system integrators and consultants in order to broaden our capacity to deliver complete document automation solutions that incorporate significant services content, while also maintaining our core domain expertise. We cannot assure you that we will be able to successfully streamline and focus our worldwide channels, leverage our existing relationships or form new alliances. If we fail to do so, it will have a material adverse effect on our business, operating results and financial condition.

Maintaining our Professional Services Workforce is Necessary for our Future Growth.

We rely on the consulting services component of our professional services to assist customers in the planning and implementation of enterprise-wide, mission-critical document automation applications. Our ability to provide this assistance is dependent on retaining and hiring professionals to perform these consulting services. Should we be unable to maintain the necessary services workforce, our business and financial condition could be materially adversely affected.

Our Growth Depends on Market Acceptance of our Existing Products and our Introduction of New Products and Enhancements to Existing Products.

Our future business, operating results and financial condition will depend upon market acceptance of our existing products, as well as our ability to develop new products that address the future needs of our target markets and to respond to emerging industry standards and practices. Our Document Sciences Autograph family of products has been applied mainly to document automation applications producing paper-based documents. We believe that our core technology can be extended to the Internet, intranets and commercial on-line services, and we have begun initial development activity in this area. We cannot assure you that we will be successful in developing, introducing and marketing new products or product enhancements, including new products or the extension of existing products for the Internet, intranets and commercial on-line services, on a timely and cost effective basis, if at all. In addition, we cannot assure you that our new products and product enhancements will adequately meet the requirements of the marketplace or achieve market acceptance. Delays in our commercial shipments of new products or enhancements may result in client dissatisfaction and a delay or loss of product revenues.

If we are unable, for technological or other reasons, to develop and introduce new products or enhancements of existing products in a timely manner in response to changing market conditions or client

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requirements, then our business, operating results and financial condition will be materially adversely affected. In addition, we cannot assure you that our existing products, new products or new versions of our existing products will achieve market acceptance. In order to provide our customers with integrated product solutions, our future success will also depend in part upon our ability to maintain and enhance relationships with our technology partners.

A Longer than Expected Sales Cycle may Affect our Revenues and Operating Results.

The licensing of our software products is often an enterprise-wide decision by prospective customers and generally involves a sales cycle of three to twelve months in order to educate our prospective customers regarding the use and benefits of our products. In addition, the implementation of our products by customers involves a significant commitment of their resources over an extended period of time, and is commonly associated with substantial customer business process reengineering efforts. For these and other reasons, our sales and customer implementation cycles are subject to a number of significant delays over which we have little or no control. Any delay in the sale or customer implementation of a limited number of license transactions could have a material adverse effect on our business and results of operations and cause our operating results to vary significantly from quarter to quarter.

Our Operating Results are Substantially Dependent on Sales of a Small Number of Products in Highly Concentrated Industries.

We derived 76% of our initial license revenues from licenses of CompuSet and related CompuSet option products for the six months ended June 30, 2000. Our DLS and DVS products comprised 18% and 6%, respectively, of total initial license fees for the six months ended June 30, 2000. As a result, factors that may adversely impact the pricing of or demand for CompuSet and related products, such as competition from other products, negative publicity or obsolescence of the hardware or software environments in which our products run, could have a material adverse effect on our business, operating results and financial condition. Our financial performance will continue to depend significantly on the successful development, introduction and customer acceptance of new and enhanced versions of our CompuSet software and related products.

Licenses to end users in the insurance industry accounted for 52% of domestic initial license revenues. Our future success will depend on our ability to continue to successfully market our products in this and other industries. We cannot assure you that we will continue to be successful in developing and marketing CompuSet products and related services. Our failure to do so would have a material adverse effect on our business, results of operations and financial condition.

We may be Exposed to Risks Associated with International Operations.

Our revenues from export sales, including sales through our foreign subsidiary, accounted for the following:

	•		37% and 31% of our total revenues for the three and six months ended June 30, 2000, respectively, and
	•		24% and 25% of our total revenues for the three and six months ended June 30, 1999, respectively.

Our wholly owned subsidiary, Document Sciences Europe, markets and supports our products in Europe. We license our products in Europe through value added resellers and to a lesser extent, direct sales. Our VARs are principally Xerox affiliates who re-market our products. Revenues generated by this subsidiary

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were $1.1 million and $800,800 for the three months ended June 30, 2000 and 1999, respectively, and $2.0 million and $1.9 million for the six months ended June 30, 2000 and 1999, respectively. Net income from this subsidiary was $870,400 and $323,300 for the three months ended June 30, 2000 and 1999, respectively, and $1.5 million and $949,700 for the six months ended June 30, 2000 and 1999, respectively. In Australia, Canada, Brazil, Argentina and Chile we distribute our products through Fuji Xerox Co., Ltd., Xerox Canada, Ltd.; Xerox Brazil, Ltd.; Xerox Argentina I.C.S.A. and Xerox de Chile S.A., respectively. Revenues generated by these Xerox affiliates were $805,500 and $632,200 for the three months ended June 30, 2000 and 1999, respectively, and $1.4 million and $960,300 for the six months ended June 30, 2000 and 1999, respectively. In order to successfully expand export sales, we must establish additional foreign operations, hire additional personnel and develop relationships with additional international resellers. If we are unable to do so in a timely manner, our growth in international export sales could be limited, and our business, operating results and financial condition could be materially adversely affected. In addition, we cannot assure you that we will be able to maintain or increase international market demand for our products.

Additional risks inherent in our international business activities include:

	•		currency fluctuations;
	•		unexpected changes in regulatory requirements;
	•		tariffs and other trade barriers;
	•		our limited experience in localizing products for foreign countries;
	•		lack of acceptance of our localized products in foreign countries;
	•		longer accounts receivable payment cycles;
	•		difficulties in managing our international operations;
	•		potentially adverse tax consequences including restrictions on the repatriation of earnings; and
	•		the burdens of complying with a wide variety of foreign laws.

A portion of our business is conducted in currencies other than the U.S. Dollar, primarily the French Franc. Although exchange rate fluctuations have not had a significant impact on us, fluctuations in the value of the currencies in which we conduct our business relative to the U.S. Dollar could cause currency transaction gains and losses in future periods. We do not currently engage in currency hedging transactions, and we cannot assure you that fluctuations in currency exchange rates in the future will not have a material adverse impact on our international revenues and our business, operating results and financial condition.

Our Business is Dependent on the Market for Document Automation Software.

The market for document automation software is intensely competitive, highly fragmented, underdeveloped and subject to rapid change. Marketing and sales techniques in the document automation software marketplace, as well as the bases for competition, are not well established. We cannot assure you that the market for document automation software will develop or that, if it does develop, organizations will adopt our products. We have spent, and intend to continue to spend, significant resources educating potential customers about the benefits of our products. However, we cannot assure you that such expenditures will enable our products to achieve further market acceptance, and if the document automation software market fails to develop or develops more slowly than we currently anticipate, our business, operating results and financial condition would be materially adversely affected.

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In addition, the commercial market for document automation of electronic documents designed for use with the Internet, intranets and commercial on-line services has only recently begun to develop, and the success of our products designed for this market will depend in part on their compatibility with such services. It is difficult to predict whether the Internet, intranets and commercial on-line services will be a viable commercial marketplace or whether the demand for related products and services will increase or decrease in the future. Since the increased commercial use of the Internet, intranets and commercial on-line services could require substantial modification and customization of certain of our products and services as well as the introduction of new products and services, we cannot assure you that we will be able to effectively or successfully compete in this emerging market.

Our Ability to Manage our Growth will Affect our Business.

We have recently experienced a period of growth in total revenues. Our ability to compete effectively and to manage future change will require us to continue to improve our financial and management controls, reporting systems and procedures on a timely basis and to expand, train and manage our work force. We cannot assure you that we will be able to do so successfully. Our failure to do so could have a material adverse effect on our business, operating results and financial condition.

Our Executive Officers and Certain Key Personnel are Critical to our Business, and These Officers and Key Personnel may not Remain with us in the Future.

Our future performance depends in significant part upon the continued service of our key technical, sales and senior management personnel. The loss of the services of one or more of our executive officers could have a material adverse effect on our business, operating results and financial condition. Our future success also depends on our continuing ability to attract and retain highly qualified product development, sales and management personnel. Competition for such personnel is intense, and there can be no assurance that we will be able to retain our key employees or that we will be able to attract, assimilate or retain other highly qualified product development, sales and managerial personnel in the future.

Our Failure to Adequately Limit our Exposure to Product Liability Claims may Adversely Affect Us.

Our license agreements with our customers typically contain provisions designed to limit our exposure to potential product liability claims. However, it is possible that the limitation of liability provisions contained in our license agreements may not be effective under the laws of certain jurisdictions. Although we have not experienced any product liability claims to date, sale and support of our products may entail the risk of such claims in the future. A successful product liability claim brought against us or a claim arising as a result of our professional services could have a material adverse effect upon our business, operating results and financial condition.

Our Products may Suffer from Defects or Errors.

Software products as complex as those we offer, particularly our new Visual CompuSet Professional Edition product, may contain undetected defects or errors when first introduced or as new versions are released. As a result, we could in the future lose or delay recognition of revenues as a result of software errors or defects. In addition, our products are typically intended for use in applications that may be critical to a customer’s business. As a result, we expect that our customers and potential customers have a greater sensitivity to product defects than the market for software products generally. Although our business has not been adversely affected by any such errors to date, we cannot assure you that, despite our testing and testing by current and potential customers, errors will not be found in our new products or

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releases. If these errors are discovered after the commencement of commercial shipments, it could result in any of the following:

	•		loss of revenue or delay in market acceptance;
	•		diversion of our development resources;
	•		damage to our reputation; or
	•		increased service and warranty costs.

If any of these factors occur, it would have a material adverse effect upon our business, operating results and financial condition.

We may Face Risks from the Euro

In January 1999, a new currency called the “Euro” was introduced in certain Economic and Monetary Union, or EMU, countries. During 2002, all EMU countries are expected to be operating with the Euro as their single currency. Uncertainty exists as to the effects the Euro will have on the marketplace. Additionally, all of the final rules and regulations have not yet been defined and finalized by the European Commission with regard to the Euro. We are still assessing the impact the EMU formation will have on our internal systems and the sale of our products. We expect to take appropriate actions based on the results of such assessment. We have not yet determined any potential costs.

PART II. OTHER INFORMATION

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the Annual Meeting of Stockholders held on June 7, 2000, the following individuals were elected to the Board of Directors:

The following proposals were voted on at our Annual Meeting:

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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.

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EXHIBIT INDEX

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