--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------
FORM 10-K/A
(AMENDMENT NO. 1)
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED MARCH 31, 2003
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 0-19817
STELLENT, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MINNESOTA 41-1652566
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
7777 GOLDEN TRIANGLE DRIVE
EDEN PRAIRIE, MINNESOTA 55344-3736
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(952) 903-2000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: PREFERRED SHARE
PURCHASE RIGHTS; COMMON STOCK, PAR VALUE $.01 PER SHARE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12 b-2) Yes [X] No [ ]
The aggregate market value of the registrant's common stock held by
non-affiliates of the registrant as of September 30, 2002, the last business day
of the registrant's most recently completed second fiscal quarter was
$75,156,299, based on the closing sale price for the registrant's common stock
on that date as reported by The Nasdaq Stock Market. For purposes of determining
such aggregate market value, all officers and directors of the registrant are
considered to be affiliates of the registrant, as well as shareholders holding
10% or more of the outstanding common stock as reflected on Schedules 13D or 13G
filed with the registrant. This number is provided only for the purpose of this
report on Form 10-K and does not represent an admission by either the registrant
or any such person as to the status of such person.
As of June 25, 2003, the registrant had 21,793,506 shares of common stock
issued and outstanding.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
STELLENT, INC.
FORM 10-K/A
FOR THE FISCAL YEAR ENDED MARCH 31, 2003
TABLE OF CONTENTS
DESCRIPTION PAGE
----------- ----
PART I
Item 1. Business.................................................... 1
Item 2. Properties.................................................. 7
Item 3. Legal Proceedings........................................... 7
Item 4. Submission of Matters to a Vote of Security Holders......... 7
Item 4a. Executive Officers of the Registrant........................ 8
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters....................................... 10
Item 6. Selected Financial Data..................................... 11
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 12
Item 7a. Quantitative and Qualitative Disclosures About Market
Risk...................................................... 36
Item 8. Financial Statements and Supplementary Data................. 36
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.................................. 36
PART III
Item 10. Directors and Executive Officers of the Registrant.......... 36
Item 11. Executive Compensation...................................... 36
Item 12. Security Ownership of Certain Beneficial Owners and
Management................................................ 37
Item 13. Certain Relationships and Related Transactions.............. 43
Item 14. Controls and Procedures..................................... 43
Item 15. Principal Accountant Fees and Services...................... 43
PART IV
Item 16. Exhibits, Financial Statement Schedules and Reports on Form
8K........................................................ 44
Signatures.............................................................. 49
This Amendment No. 1 on Form 10-K/A amends certain items of the Annual
Report on Form 10-K of Stellent, Inc. (the "Company") for the fiscal year ended
March 31, 2003, filed with the Securities and Exchange Commission on June 30,
2003. The amended items do not restate or revise the Company's Consolidated
Balance Sheets, Consolidated Statements of Operations, Consolidated Statements
of Shareholders' Equity or Consolidated Statement of Cash Flows for or as of any
period. This Form 10-K/A does not reflect events occurring after the filing of
the original Form 10-K or modify or update those disclosures affected by
subsequent events.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive Proxy Statement dated for the
annual meeting of Shareholders to be held on August 27, 2003 are incorporated by
reference in Part III of this Annual Report on Form 10-K. (The Compensation
Committee Report and the stock performance graph contained in the registrant's
Proxy Statement are expressly not incorporated by reference in this Annual
Report on Form 10-K). The Proxy Statement will be filed within 120 days after
the end of the fiscal year ended March 31, 2003.
PART I
ITEM 1. BUSINESS
FORWARD-LOOKING STATEMENTS
The information presented in this Annual Report on Form 10-K under the
headings "Item 1. Business" and "Item 2. Properties" contain forward-looking
statements within the meaning of the safe harbor provisions of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Such forward-looking statements are based on
the beliefs of our company's management as well as on assumptions made by, and
information currently available to, us at the time such statements were made.
When used in the Annual Report on Form 10-K, the words "anticipate," "believe,"
"estimate," "expect," "intend," and similar expressions, as they relate to us,
are intended to identify such forward-looking statements. Although we believe
these statements are reasonable, such statements are subject to risks and
uncertainties, including those discussed under "Risk Factors" in Item 7 of this
Annual Report on Form 10-K, that could cause actual results to differ materially
from those projected. Because actual results may differ, readers are cautioned
not to place undue reliance on these forward-looking statements.
OVERVIEW
In 1997, we launched one of the first software product suites on the market
that was fully developed and created expressly for Web-based content and
document management. At the time, content management -- today considered a
critical component of an organization's communication and information technology
(IT) infrastructure -- was an emerging technology used to help companies easily
and quickly share information with employees, partners, customers and prospects
using the World Wide Web.
Currently, our solutions -- which are comprised of Universal Content
Management software and Content Components software -- help customers worldwide
solve business problems related to efficiently creating, managing and sharing
critical information.
MARKETS AND CUSTOMERS
Approximately 1,100 customers for our Universal Content Management products
and approximately 400 customers for our Content Component software. No one
customer accounted for ten percent or more of our revenues in the fiscal year
ended March 31, 2003.
Customers use our products as follows:
- Universal Content Management: Organizations deploy the Universal Content
Management software to build enterprise-wide content management
deployments and line-of-business solutions, such as
1
public Web sites; intranets for internal-only company information; and
extranets, which are web sites available only to select audiences, such as
partners and customers.
- Content Components: Other technology companies embed this technology in
their own products to enable their users to view and convert business
information to formats viewable on handheld devices or in a Web browser.
These technologies are also integrated into Stellent's Universal Content
Management software.
PRODUCTS
Our product set is comprised of two main categories Universal Content
Management Software and Content Components Software.
UNIVERSAL CONTENT MANAGEMENT SOFTWARE
Universal Content Management is Stellent's primary software product,
consisting of one server that houses multiple applications. These applications
help organizations manage their business information -- such as records, legal
documents, Web content and graphics -- from the time it's created to the time
it's archived or disposed of, so that employees, customers, partners and
investors can more easily find, access and re-use that information. With
Stellent software, customers can increase employee productivity, reduce expenses
and improve company-wide collaboration and communication.
Our Universal Content Management software addresses the key elements of
content management -- web content management, document management,
collaboration, digital asset management, and records management -- from one
platform, enabling customers to fully utilize their content management
investment across the organization. We believe our tightly integrated products
allow companies to implement content management applications using fewer
products and consulting services than other content management offerings, which
can lead to a lower total cost of ownership. For example, while some content
management providers have acquired products and companies to fulfill the
functionality provided by Universal Content Management, integrating those
disparate systems is often difficult and requires customers to spend more time
and money on expensive consulting services to get the systems implemented.
The Stellent system is also easy to use. Users can submit, or contribute,
business content -- such as a word processing document, spreadsheet or CAD
file -- to the Stellent system, and Stellent automatically converts the file to
a format that can be viewed on a web site. This automatic conversion capability
enables even non-technical users to publish information easily to a site, such
as an employee portal or partner extranet, so that the information can be shared
with other users.
Our Universal Content Management software is comprised primarily of the
Stellent Content Server and five key application modules, described below.
The Stellent Content Server is a fully functional system providing
management with a secure, personalized delivery of business information. It
provides a set of services -- such as check-in/check-out, revision control and
subscription services -- that help ensure users can access only the most current
information. Content Server also provides security, workflow, searching,
archiving and distribution of information to multiple Content Servers.
On top of the Stellent Content Server, users can add the following five key
content management application modules:
- Web Content Manager: Enables organizations to create web content, and
manage and publish web sites.
- Document Manager: Provides web-based management, collaboration and
access to business documents created in common office software
applications.
- Collaboration Manager: Enables creation of a project or team space for
sharing documents, schedules and discussions among a team via the web.
2
- Records Manager: Provides a web-based method for managing business
records and creating rules regarding the disposition of that content,
such as expiration, archiving and deletion.
- Digital Asset Manager: Enables digital assets -- such as photos,
graphics, audio clips and video clips -- to be searched, accessed,
viewed, managed and distributed via the web.
CONTENT COMPONENTS SOFTWARE
Stellent's Content Components software makes information created in more
than 225 common office software applications more accessible to the business
users that need it. Other technology companies embed this technology in their
own products to enable their users to view and convert business information to
formats viewable on handheld devices or in a web browser. Such information is
often difficult to find and view without access to the software application that
created it; with Stellent's Content Components software, users can locate and
view this information, even if they don't have the software application that
created the file installed on their desktop or handheld device. These
technologies are also integrated into Stellent's Universal Content Management
software.
These technologies support multiple operating systems and international
environments, and enable access to documents in applications for diverse markets
such as content management, search and retrieval, security and policy
management, mobile and wireless, messaging, collaboration and publishing.
SUPPLIERS
We have no sole source or limited source suppliers that we depend upon
materially for our products described above.
CONTRACTS
The types of license contracts we enter into with our customers are
typically perpetual arrangements for our direct customers or are term-based
arrangements for our OEM customers. Virtually all of our customers initially
purchase maintenance contracts, which entitle them to unspecified upgrades and
product support. The primary reward or benefits to us of a perpetual licensing
arrangement is the annual renewal of maintenance. The primary benefit of a
term-based license is the ability to predict future license revenue streams from
that customer. The primary risk associated with the perpetual licensing
arrangement is the non-renewal of maintenance. The primary risk of a term-based
license arrangement is the potential non-renewal of that arrangement. Many of
our direct customers enter into services arrangements, which may include needs
assessment, software integration, security analysis, application development and
training. Application development generally is not critical to the functionality
of the delivered software.
CONSULTING SERVICES
Our consulting services group is focused on delivering value-based content
management solutions to our customers. Our consulting services professionals
employ a combination of business analysis, enterprise architecture, application
analysis, installation, configuration, development and integration skills with
experience-based project methodology and management knowledge to facilitate the
rollout of content management solutions at all levels of a customer's
organization. Available on a worldwide basis, we act as a business partner to
our customers by providing a broad spectrum of services including:
- Technical architecture analysis and needs assessment, e.g. software,
security and metadata analysis
- Solutions development and deployment strategies
- Software installation and configuration
- Custom application development
- Third party product integration
3
- Project management
- Knowledge transfer
These services can be offered in conjunction with our software products to
new customers, or on a stand alone basis to our existing customers to assist
them in driving additional content management solutions across their
enterprises. These services are sold in conjunction with our software products
and are offered for fees, the amount of which depends on the nature and scope of
the project.
PRODUCT SUPPORT
We offer several product support programs that allow customers to select
the offering(s) that best satisfies their maintenance and support requirements.
From the initial installation and configuration of Stellent to the point of
application deployment, our product support resources strive to provide
exceptional customer service through quick response time, effective
trouble-shooting and the delivery of complete and comprehensive technical
solutions. Customers may access product support resources on a worldwide basis
for assistance during the customer's normal business hours. Additional support
offerings are available which supplement the customer's product support
requirements.
Product support offerings are renewable on an annual basis and are
typically priced as a percentage of the product license fees.
PRODUCT TRAINING
We provide a full range of educational courses on our Universal Content
Management software. The comprehensive web-based modules and instructor-led
classes enable business end-users, administrators, site designers, and
developers to use Stellent tools more productively. Standard classes are
routinely scheduled at designated worldwide training facilities, and both
standard and customized classes are frequently taught at customer sites.
SALES AND MARKETING
We market and sell our products using a combination of direct and indirect
distribution channels primarily in North America and Europe. Our primary
distribution channel is our direct sales force, which targets mid- and
large-size organizations. Our sales approach is a solution selling sales model
which is a consultative approach to selling where sales personnel work in a
consultative manner with target accounts to uncover unsolved business needs
which can be remedied by the application of a business process solution built
around our Stellent Universal Content Management software. The solution
discovery process will typically include a business process and technical
systems evaluation performed by our pre-sales personnel, followed by
demonstrations of our products' capabilities and direct negotiations with our
sales staff. As part of our solution selling model, Stellent has chosen to focus
on specific vertical markets where we have developed subject matter expertise in
these markets to solve common business problems. Our initial vertical industries
of focus are manufacturing, insurance, commercial real estate and e-government.
We expect this to expand to other vertical industries in the future. In
addition, we have an internal telemarketing operation that is responsible for
customer prospecting, lead generation and follow-up. These activities identify
and develop leads for further sales efforts by our direct sales force. As of
March 31, 2003, we had a worldwide total of 113 direct and indirect sales and
sales support personnel and 24 marketing personnel, which includes business
development and alliances.
We also use indirect sales channels to increase the distribution and
visibility of our products through strategic alliances with resellers, OEMs, key
systems integrators and other channel partners in both domestic and
international markets.
We currently have operations or collaborations in Australia, France,
Germany, Japan, Korea, the Netherlands, the United Kingdom and the United
States. Our ability to achieve significant revenue growth in the future will
depend in large part on how successfully we recruit, train and retain sufficient
direct and
4
indirect sales and support personnel, and how well we continue to establish and
maintain relationships with our strategic partners' resellers, OEMs, key systems
integrators and other channel partners.
We use a variety of marketing programs to build market awareness of our
brand name and of our products, as well as to attract potential customers to our
products. A broad mix of programs is used to accomplish these goals, including
market research, product and strategy updates with industry analysts, public
relations activities, direct mail and relationship marketing programs, seminars,
trade shows, speaking engagements, Web site marketing and joint marketing
programs. Our marketing organization produces marketing materials in support of
sales to prospective customers that include brochures, data sheets, white
papers, presentations and demonstrations.
RESEARCH AND DEVELOPMENT
We have made substantial investments in research and development through
both internal development and technology acquisitions. Our research and
development expenditures for fiscal 2001, 2002 and 2003, were approximately $9.8
million, $17.6 million and $15.8 million, respectively. Research and development
expenses represented 15%, 20% and 24%, respectively, of total revenue in those
years. We expect that we will continue to commit significant resources to
research and development in the future. As of March 31, 2003, we had 86
employees engaged in research and development activities.
In order to continue to provide product leadership in the content
management and content components market, we intend to make major product
releases approximately once per year. The success of new introductions is
dependent on several factors, including timely completion and market
introduction, differentiation of new products and enhancements from those of our
competitors and market acceptance of new products and enhancements.
The market for our products is characterized by rapid technological change,
frequent new product introductions and enhancements, evolving industry standards
and rapidly changing customer requirements. The introduction of products
incorporating new technologies and the emergence of new industry standards could
render existing products obsolete and unmarketable. Our future success will
depend in part on our ability to anticipate changes, enhance our current
products, develop and introduce new products that keep pace with technological
advancements and address the increasingly sophisticated needs of our customers.
We may not be successful in developing and marketing new products and
enhancements that respond to competitive and technological developments and
changing customer needs.
ACQUISITIONS
In April 2002, we acquired certain assets and assumed certain liabilities
of Kinecta Corporation, a provider of software infrastructure for digital
networks, for approximately $2.6 million in cash. We acquired the Kinecta asset
primarily to obtain Kinecta's proprietary content distribution technology. We
have incorporated Kinecta's technology into our core content management product
line to maintain the competitive features of those products. For our fiscal year
ended March 31,2003, the acquisition of certain assets and the assumption of
certain liabilities of Kinecta resulted in revenues of approximately $0.6
million, cost of revenues of approximately $0.9 million, operating expenses of
$0.7 million and acquisition costs of approximately $0.2 million. A significant
portion of the operating expenses and all of the acquisition expenses are not
anticipated to be recurring.
In March 2003, we acquired certain assets of Active IQ Corporation, a
provider of hosted solutions for the commercial real estate industry, for
approximately $0.7 million in cash. We acquired the Active IQ assets to expand
the market for our content management software products by expanding our access
to a particular market segment; the real estate industry. For our fiscal year
ended March 31, 2003, the acquisition of certain assets of Active IQ resulted in
approximately $0.1 million in acquisition cost.
5
COMPETITION
The market for content management and content component software is
intensely competitive, subject to rapid technological change and significantly
affected by new product introductions and other market activities of industry
participants. We believe that our competitive advantages include superior
technology and lower overall cost of ownership than our competitors. However, we
expect competition to persist and intensify in the future. Our primary source of
competition, across the range of our product and service offerings, is from Web
content management or components products offered by companies such as
Documentum, Inc., FileNET Corporation, Interwoven, Inc., Microsoft Corporation,
Verity, Inc., and Vignette Corporation. We also compete with current or
potential customers who may develop solutions internally.
Many of our competitors have longer operating histories and significantly
greater financial, technical, marketing and other resources than we do and thus
may be able to respond more quickly to new or changing opportunities,
technologies and customer requirements. In particular, we believe that
Documentum, Inc., FileNet Corporation and Interwoven, Inc. all have larger
market positions than we do. Also, many current and potential competitors have
greater name recognition and access to larger customer bases than we have. Such
competitors may be able to undertake more extensive promotional activities and
offer more attractive terms to purchasers than we can. In addition, current and
potential competitors have established or may establish cooperative
relationships among themselves or with third parties to enhance their products.
Accordingly, it is possible that new competitors or alliances among competitors
may emerge and rapidly acquire significant market share.
Competition in our market could materially and adversely affect our ability
to obtain revenues from software license fees from new or existing customers on
terms favorable to us. Further, competitive pressures may require us to reduce
the price of our software. In either case, we cannot be sure that we will be
able to compete successfully with existing or new competitors or that
competition will not have a material adverse effect on our business, operating
results and financial condition.
PROPRIETARY RIGHTS AND LICENSING
We rely on a combination of copyright, trade secret, trademark,
confidentiality procedures and contractual provisions to protect our proprietary
rights. United States and international copyright laws provide limited
protections for our software, documentation and other written materials. We
license our products in object code format for limited use by customers. We
treat the source code for our products as a trade secret and we require all
employees and third-parties who need access to the source code to sign
non-disclosure agreements.
Despite our efforts to protect our proprietary rights, unauthorized parties
may attempt to copy aspects of our products or to obtain and use information
that we regard as proprietary. Policing unauthorized use of our products is
difficult, and while we are unable to determine the extent to which piracy of
our software exists, software piracy can be expected to be a persistent problem.
Litigation may be necessary in the future to enforce our intellectual property
rights, to protect our trade secrets, to determine the validity and scope of the
proprietary rights of others or to defend against claims of infringement or
invalidity. However, the laws of many countries do not protect our proprietary
rights to as great an extent as do the laws of the United States. Any litigation
could result in substantial costs and diversion of resources and could have a
material adverse effect on our business, operating results and financial
condition. Our efforts to protect our proprietary rights may not be adequate or
our competitors may independently develop similar technology. Our failure to
meaningfully protect our property could have a material adverse effect on our
business, operating results and financial condition.
We cannot be sure that third parties will not make claims of infringement
with respect to our current or future products. We expect that developers of
content management and content component products will increasingly be subject
to infringement claims as the number of products and competitors in our market
grows and as the functionality of products in different segments of the software
industry increasingly overlaps. Any claims, with or without merit, could be time
consuming to defend, result in costly litigation, divert management's attention
and resources, cause product shipment delays or require us to enter into royalty
or
6
licensing agreements. Royalty or licensing agreements, if required, may not be
available on terms acceptable to us or at all. A successful claim of product
infringement against us and our failure or inability to license the infringed
technology or develop or license technology with comparable functionality could
have a material adverse effect on our business, operating results and financial
condition.
EMPLOYEES
As of March 31, 2003, we had 340 employees. Our future success will depend
in part on our ability to attract, retain, integrate and motivate highly
qualified sales, technical and management personnel, for whom competition is
intense. From time to time we also employ independent contractors to support our
services, product development, sales and marketing departments. Our employees
are not represented by any collective bargaining unit, and we have never
experienced a work stoppage. We believe our relations with our employees are
good.
GEOGRAPHIC INFORMATION
Financial information about geographic areas is incorporated by reference
from footnote 10 to our Consolidated Financial Statements included elsewhere in
this Annual Report on Form 10-K.
AVAILABLE INFORMATION
Our Web site is: http://www.stellent.com. We make available, free of
charge, through our Web site, our annual reports on Form 10-K, quarterly reports
on Form 10-Q, current reports on Form 8-K, and amendments to those reports, as
soon as reasonably practicable after we electronically file such materials with,
or furnish them to, the Securities and Exchange Commission.
ITEM 2. PROPERTIES
In July 2000, we began a five-year lease of approximately 32,000 square
feet in Eden Prairie, Minnesota, which is our corporate headquarters facility.
We are currently sub-letting approximately 18,000 square feet of our former
headquarters pursuant to a lease expiring in July 2005, and approximately 6,000
square feet of office space in Scottsdale, Arizona pursuant to a lease expiring
in February 2004.
Additionally, we lease approximately 8,000 square feet of office space in
Boston, Massachusetts with lease terms expiring June 2004 and September 2006;
approximately 28,000 square feet of space in downtown Chicago, Illinois with a
lease term expiring September 2006; approximately 5,000 square feet of space in
New York, New York with a lease term expiring in January 2007; approximately
12,000 square feet in Redmond, Washington with a lease term expiring in December
2007; approximately 9,000 square feet in London, United Kingdom with a lease
term expiring in May 2016; and approximately 6,000 square feet in the
Netherlands with a lease term expiring in April 2006. Management believes that
our facilities are suitable and adequate for current office requirements.
ITEM 3. LEGAL PROCEEDINGS
In the normal course of business, we are subject to various claims and
litigation, including employment matters and intellectual property claims.
Management does not believe the outcome of any current legal matters will have a
material adverse effect on our consolidated financial position, results of
operations or cash flows.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of our security holders during the fourth
quarter of the fiscal year ended March 31, 2003.
7
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
(a) Executive Officers of the Registrant
The Executive Officers of our company are:
NAME AGE POSITION
---- --- --------
Robert F. Olson........................... 47 President and Chief Executive Officer and
Chairman of the Board
David S. Batt............................. 39 Executive Vice President of Global Field
Operations
Frank A. Radichel......................... 54 Executive Vice President of Research &
Development
Daniel P. Ryan............................ 44 Executive Vice President of
Marketing/Business Development
Gregg A. Waldon........................... 42 Executive Vice President, Chief Financial
Officer, Secretary, and Treasurer
Michael S. Rudy........................... 56 Vice President of Canada
Robert F. Olson founded our business and has served as Chairman of the
Board of Stellent, Inc. and our predecessor company since 1990. He also served
as our Chief Executive Officer and Chairman of the Board from October 2000 to
July 2001, and as our President, Chief Executive Officer and Chairman of the
Board from 1990 to October 2000 and from April 2003 to present. From 1987 to
1990, he served as the General Manager of the Greatway Communications Division
of Anderberg-Lund Printing Company, an electronic publishing sales and service
organization. Prior to that time, Mr. Olson held management and marketing
positions in several electronic publishing service organizations.
David S. Batt has served as our Executive Vice President, Global Field
Operations, since February 2003. From October 2001 to October 2002, he was
Executive Vice President of Marketing, Sales and Services for Selectica, Inc., a
leading provider of product configuration and pricing solutions. From July 1999
to September 2001, Mr. Batt served as Vice President of CRM Sales for Oracle
Corp., an enterprise software company, and from September 1998 to June 1999 as
Senior Vice President of Sales for Adaytum Software, Inc., an enterprise
business planning software company. From April 1998 to August 1998, he served as
Vice President of Middle Markets Sales for Siebel Systems, an eBusiness
application software company. Prior to that time, Mr. Batt was employed by Wall
Data, Inc.
Frank A. Radichel has served as our Executive Vice President of Research
and Development since April 2003 and our Vice President of Research and
Development from March 1995 through March 2003. Prior to that, Mr. Radichel
served as CALS Project Leader and Technical Architect for Alliant TechSystems,
Inc.
Daniel P. Ryan has served as our Executive Vice President of Marketing and
Business Development since April 2003 and as our Senior Vice President of
Marketing and Business Development from April 2002 through March 2003. He has
also served as our Senior Vice President of Corporate and Business Development
from November 2001 to April 2002. From April 1999 to November of 2001, he served
as Vice President of Marketing and Business Development. From September 1997 to
April 1999, he served as Vice President of Marketing for Foglight Software,
Inc., a developer of enterprise performance management solutions. Prior to that
time, Mr. Ryan served as Director of Marketing for Compact Devices, Inc.
Gregg A. Waldon has served as our Executive Vice President, Chief Financial
Officer, Secretary and Treasurer since April 2003 and Chief Financial Officer,
Secretary and Treasurer from April 1999 to March 2003. He has also served as a
director from April 1999 to August 2001. From 1992 to April 1999, he held
various financial management positions with GalaGen Inc., a publicly traded
biopharmaceutical and nutritional ingredients company, where he served as Chief
Financial Officer since November 1994. Prior to that time, Mr. Waldon was
employed by PricewaterhouseCoopers LLP.
Michael S. Rudy has served as our Vice President of Canada since April 2003
and was our Vice President of Alliances and Services from April 2002 through
March 2003. He has also served as our Vice President of
8
Technology Services from January 2001 to April 2002. From 1999 to 2000, Mr. Rudy
was President and CEO of Hypertree Corporation, a software startup providing Web
infrastructure for building corporate portals. Prior to that time, Mr. Rudy was
employed by Workgroup Technology, supplier of software for product data
management, from 1994-1999 in various sales and management positions, and by
ELDEC from 1983-1994 in various information services positions.
Officers of our company are chosen by and serve at the discretion of the
Board of Directors. There are no family relationships among any of the directors
or officers of our company.
9
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our common stock, par value $0.01 per share, is traded on the Nasdaq
National Market tier of The Nasdaq Stock Market under the symbol STEL. At June
25, 2003, our common stock was held by approximately 4,900 shareholders
consisting of 332 record holders and an estimated 4,600 shareholders whose stock
was held in the name of a bank, broker or other nominee. On June 25, 2003, the
closing sale price of a share of our common stock was $5.10.
The high and low sale prices per share of our common stock for the four
quarters during the fiscal years ended March 31, 2002 and 2003 were as follows:
HIGH LOW
------ ------
FISCAL YEAR ENDED MARCH 31, 2002:
First Quarter............................................... $42.90 $14.75
Second Quarter.............................................. 38.02 13.33
Third Quarter............................................... 31.65 13.24
Fourth Quarter.............................................. 34.72 9.51
FISCAL YEAR ENDED MARCH 31, 2003:
First Quarter............................................... $ 8.85 $ 3.94
Second Quarter.............................................. 5.50 3.32
Third Quarter............................................... 5.85 3.14
Fourth Quarter.............................................. 5.82 3.75
We have never paid cash dividends on the common stock. The Board of
Directors does not anticipate paying cash dividends in the foreseeable future.
EQUITY COMPENSATION PLAN INFORMATION
The information required by Item 201(d) of Regulation S-K is incorporated
by reference from Item 12 of this Annual Report on Form 10-K.
10
ITEM 6. SELECTED FINANCIAL DATA
The Selected Consolidated Financial Data (in thousands except per share
data) presented below as of and for each of the fiscal years in the five year
period ended March 31, 2003 have been derived from our Consolidated Financial
Statements. The Selected Consolidated Financial Data should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the Consolidated Financial Statements and the
related Notes.
YEAR ENDED MARCH 31,
---------------------------------------------------
1999 2000 2001 2002 2003
------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
CONSOLIDATED STATEMENT OF OPERATIONS
DATA:
Revenues:
Product licenses....................... $ 9,303 $ 17,480 $ 53,853 $ 66,908 $ 40,364
Services............................... 2,099 4,880 12,868 21,432 25,070
Hardware integration and support....... 5,629 -- -- -- --
------- -------- -------- -------- --------
Total revenues........................... 17,031 22,360 66,721 88,340 65,434
------- -------- -------- -------- --------
Cost of revenues:
Product licenses....................... 811 1,708 3,899 5,005 6,480
Amortization of capitalized software
from acquisitions................... -- -- 700 966 1,892
Services............................... 1,229 2,400 7,190 13,392 12,146
Hardware integration and support....... 4,601 -- -- -- --
------- -------- -------- -------- --------
Total cost of revenues................... 6,641 4,108 11,789 19,363 20,518
------- -------- -------- -------- --------
Gross profit............................. 10,390 18,252 54,932 68,977 44,916
------- -------- -------- -------- --------
Operating expenses:
Sales and marketing.................... 5,742 10,076 29,448 46,672 38,343
General and administrative............. 3,577 3,853 9,016 11,884 11,301
Research and development............... 2,214 2,878 9,756 17,601 15,766
Acquisition and related costs.......... -- 1,972 775 237 1,127
Amortization of acquired intangible
assets and other.................... -- 460 9,808 12,914 6,635
Restructuring charges.................... -- -- -- -- 4,368
Acquired in-process research and
development......................... -- -- 10,400 -- --
------- -------- -------- -------- --------
Total operating expenses................. 11,533 19,239 69,203 89,308 77,540
------- -------- -------- -------- --------
Loss from operations..................... (1,143) (987) (14,271) (20,331) (32,624)
11
YEAR ENDED MARCH 31,
---------------------------------------------------
1999 2000 2001 2002 2003
------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Other income (expense):
Gain on sale of hardware integration
unit................................ 517 -- -- -- --
Interest income (expense) net.......... (212) 1,466 7,000 3,755 1,957
Investment impairment.................... -- -- (400) (5,722) (1,733)
------- -------- -------- -------- --------
Income (loss) from continuing
operations............................. (838) 479 (7,671) (22,298) (32,400)
Loss on discontinued operations.......... (521) -- -- -- --
------- -------- -------- -------- --------
Net income (loss)........................ (1,359) 479 (7,671) (22,298) (32,400)
Preferred stock dividends and
accretion.............................. (718) -- -- -- --
------- -------- -------- -------- --------
Income (loss) attributable to common
shareholders........................... $(2,077) $ 479 $ (7,671) $(22,298) $(32,400)
======= ======== ======== ======== ========
Earnings (loss) per share -- basic and
diluted:
Income (loss) from continuing
operations.......................... $ (0.08) $ 0.03 $ (0.36) $ (1.00) $ (1.45)
======= ======== ======== ======== ========
Net income (loss)...................... $ (0.12) $ 0.03 $ (0.36) $ (1.00) $ (1.45)
======= ======== ======== ======== ========
Income (loss) attributable to common
shareholders........................ $ (0.19) $ 0.03 $ (0.36) $ (1.00) $ (1.45)
======= ======== ======== ======== ========
Weighted average common
shares -- basic..................... 11,151 16,462 21,472 22,286 22,345
Weighted average common
shares -- diluted................... 11,151 18,057 21,472 22,286 22,345
AS OF MARCH 31,
---------------------------------------------------
1999 2000 2001 2002 2003
------- -------- -------- -------- --------
CONSOLIDATED BALANCE SHEET DATA:
Cash and equivalents..................... $ 2,177 $ 8,859 $ 14,651 $ 26,656 $ 37,439
Marketable Securities.................... -- 124,883 91,859 69,502 43,730
Working capital.......................... 3,713 137,112 109,279 102,850 69,823
Total assets............................. 8,464 147,315 181,586 165,926 129,709
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
In 1997, we launched one of the first software product suites on the market
that was fully developed and created expressly for Web-based content and
document management. At the time, content management -- today considered a
critical component of an organization's communication and information technology
(IT) infrastructures -- was an emerging technology used to help companies easily
and quickly share information internally or externally using the Web.
Currently, our solutions -- which are comprised of universal content
management software, content components software and vertical
applications -- help customers worldwide solve real business problems related to
efficiently creating, managing and sharing critical information. Our company has
strategically grown to become one of the foremost content management software
vendors in the industry, having been ranked one of the top three content
management software providers by industry analyst firms Gartner Dataquest, Giga
Information Group and Aberdeen Group.
Our customers are primarily located throughout the United States and
Europe. We are responsible for developing our current business which was founded
in 1990. In July 1996, we merged with and into a publicly traded corporation,
which was organized under Minnesota law in November 1989. In July 2000, we
acquired the Information Exchange Division (currently our Content Components
Division or "CCD") of eBT
12
International, Inc. (formerly Inso Corporation) in a transaction accounted for
as a purchase. In July 2001, we acquired select assets of RESoft, a leading
provider of end-to-end content management solutions for the real estate and
legal industries. This acquisition has been accounted for under the purchase
method of accounting. In April 2002 and in March 2003, we acquired certain
assets of Kinecta Corporation and Active IQ Corporation, respectively. On August
29, 2001, we changed our name to Stellent, Inc. Our headquarters is located in
Eden Prairie, Minnesota and we have operations or collaborations in Australia,
France, Germany, Japan, Korea, the Netherlands, the United Kingdom and in other
cities in the United States.
Beginning in April 2002 and continuing through April 2003, we have
implemented several cost cutting measures, including a reduction in work force
of approximately 30% since our December 2001 quarter. These restructuring
measures were in response to the economic slowdown both in the United States and
internationally and were in all functional areas and geographies. However,
although we implemented the restructurings to reduce overall costs, we have
recently been investing in certain areas in order to expand our customer base
and grow our revenues. Because of this, we anticipate that the percentage of
expenses as compared to total revenues represented by sales and marketing
expenses, research and development expenses and general and administrative
expenses will fluctuate from period to period depending primarily on when we
hire new personnel, the timing of certain sales and marketing programs, the
research programs that we put in place and the potential expansion of
operations. In addition, our limited operating history makes it difficult for us
to predict future operating results. We cannot be certain that we will sustain
revenue growth. A table summarizing our restructuring plans is shown below:
RESTRUCTURING CHARGES
-----------------------------------------------------------------------------------------------
FIRST QUARTER '03 SECOND QUARTER '03 THIRD QUARTER '03 FOURTH QUARTER '03
------------------- ------------------- ------------------- -------------------
EMPLOYEE OTHER EMPLOYEE OTHER EMPLOYEE OTHER EMPLOYEE OTHER
TERMINATION EXIT TERMINATION EXIT TERMINATION EXIT TERMINATION EXIT
BENEFITS COSTS BENEFITS COSTS BENEFITS COSTS BENEFITS COSTS TOTAL
----------- ----- ----------- ----- ----------- ----- ----------- ----- -------
Balance at April 1,
2002............... $ -- $ -- $ -- $ -- $ -- $ -- $ -- $-- $ --
Expense.............. 2,100 404 -- -- -- -- -- -- 2,504
Payments............. (1,488) (316) -- -- -- -- -- -- (1,804)
------- ----- ----- ---- ----- ----- ---- --- -------
Balance at June 30,
2002............... 612 88 -- -- -- -- -- -- 700
Expense.............. -- -- 434 405 -- -- -- -- 839
Payments............. (612) (88) (230) (40) -- -- -- -- (970)
------- ----- ----- ---- ----- ----- ---- --- -------
Balance at September
30, 2002........... -- -- 204 365 -- -- -- -- 569
Expense.............. -- -- -- -- 382 292 -- -- 674
Payments............. -- -- (36) (24) (312) (256) -- -- (628)
------- ----- ----- ---- ----- ----- ---- --- -------
Balance at December
31, 2002........... -- -- 168 341 70 36 -- -- 615
Expense.............. -- -- -- -- -- -- 305 46 351
Payments............. -- -- (114) (37) (37) (36) (65) (3) (292)
------- ----- ----- ---- ----- ----- ---- --- -------
Balance at March 31,
2003............... $ -- $ -- $ 54 $304 $ 33 $ -- $240 $43 $ 674
======= ===== ===== ==== ===== ===== ==== === =======
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our significant accounting policies are more fully described in Note 1 to
our consolidated Financial Statements. The policies described below are
particularly important to understanding our financial position and results of
operations and may require management to make estimates or judgments that affect
the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
13
Revenue Recognition
We currently derive all of our revenues from licenses of software products
and related services. We recognize revenue in accordance with Statement of
Position (SOP) 97-2, Software Revenue Recognition, as amended by SOP 98-9,
Modification of SOP 97-2, Software Revenue Recognition with Respect to Certain
Transactions, and Securities and Exchange Commission Staff Accounting Bulletin
101, "Revenue Recognition in Financial Statements."
Product license revenue is recognized under SOP 97-2 when (i) persuasive
evidence of an arrangement exists, (ii) delivery has occurred, (iii) the fee is
fixed or determinable, and (iv) collectibility is probable and supported and the
arrangement does not require services that are essential to the functionality of
the software.
Persuasive Evidence of an Arrangement Exists -- We determine that
persuasive evidence of an arrangement exists with respect to a customer under,
i) a signature license agreement, which is signed by both the customer and us,
or, ii) a purchase order, quote or binding letter-of-intent received from and
signed by the customer, in which case the customer has either previously
executed a signature license agreement with us or will receive a shrink-wrap
license agreement with the software. We do not offer product return rights to
end users or resellers.
Delivery has Occurred -- Our software may be either physically or
electronically delivered to the customer. We determine that delivery has
occurred upon shipment of the software pursuant to the billing terms of the
arrangement or when the software is made available to the customer through
electronic delivery. Customer acceptance generally occurs at delivery.
The Fee is Fixed or Determinable -- If at the outset of the customer
arrangement, we determine that the arrangement fee is not fixed or determinable,
revenue is typically recognized when the arrangement fee becomes due and
payable. Fees due under an arrangement are generally deemed fixed and
determinable if they are payable within twelve months.
Collectibility is Probable and Supported -- We determine whether
collectibility is probable and supported on a case-by-case basis. We may
generate a high percentage of our license revenue from our current customer
base, for whom there is a history of successful collection. We assess the
probability of collection from new customers based upon the number of years the
customer has been in business and a credit review process, which evaluates the
customer's financial position and ultimately their ability to pay. If we are
unable to determine from the outset of an arrangement that collectibility is
probable based upon our review process, revenue is recognized as payments are
received.
With regard to software arrangements involving multiple elements, we
allocate revenue to each element based on the relative fair value of each
element. Our determination of fair value of each element in multiple-element
arrangements is based on vendor-specific objective evidence ("VSOE"). We limit
our assessment of VSOE for each element to the price charged when the same
element is sold separately. We have analyzed all of the elements included in our
multiple-element arrangements and have determined that we have sufficient VSOE
to allocate revenue to consulting services and post-contract customer support
("PCS") components of our license arrangements. We sell our consulting services
separately, and have established VSOE on this basis. VSOE for PCS is determined
based upon the customer's annual renewal rates for these elements. Accordingly,
assuming all other revenue recognition criteria are met, revenue from perpetual
licenses is recognized upon delivery using the residual method in accordance
with SOP 98-9, and revenue from PCS is recognized ratably over their respective
terms, typically one year.
Our direct customers typically enter into perpetual license arrangements.
Our Content Components Division generally enters into term-based license
arrangements with its customers, the term of which generally exceeds one year in
length. We recognize revenue from time-based licenses at the time the license
arrangement is signed, assuming all other revenue recognition criteria are met,
if the term of the time-based license arrangement is greater than twelve months.
If the term of the time-based license arrangement is twelve months or less, we
recognize revenue ratably over the term of the license arrangement.
14
Services revenue consists of fees from consulting services and PCS.
Consulting services include needs assessment, software integration, security
analysis, application development and training. We bill consulting services fees
either on a time and materials basis or on a fixed-price schedule. In general,
our consulting services are not essential to the functionality of the software.
Our software products are fully functional upon delivery and implementation and
generally do not require any significant modification or alteration for customer
use. Customers purchase our consulting services to facilitate the adoption of
our technology and may dedicate personnel to participate in the services being
performed, but they may also decide to use their own resources or appoint other
professional service organizations to provide these services. Software products
are billed separately from professional services. We recognize revenue from
consulting services as services are performed. Our customers typically purchase
PCS annually, and we price PCS based on a percentage of the product license fee.
Customers purchasing PCS receive product upgrades, Web-based technical support
and telephone hot-line support.
Customer advances and billed amounts due from customers in excess of
revenue recognized are recorded as deferred revenue.
Cost of Revenues
We expense all manufacturing, packaging and distribution costs associated
with product license revenue as cost of revenues. We expense all technical
support service costs associated with service revenue as cost of revenues. We
also expense amortization of capitalized software from acquisitions as cost of
revenues.
In January 2002, the FASB issued Emerging Issues Task Force (EITF) Issue
No. 01-14, Income Statement Characterization of Reimbursements Received for
Out-of-Pocket Expenses Incurred, which requires companies to report
reimbursements of "out-of-pocket" expenses as revenues and the corresponding
expenses incurred as costs of revenues within the income statement. We report
our out-of-pocket expenses reimbursed by customers as revenue and the
corresponding expenses incurred as costs of revenues within the statement of
operations. As a result, this EITF did not have a material effect on our
consolidated financial statements.
Investments in and Notes with Other Companies
Investments in other equity securities and related notes with other
companies in the software industry are classified as long-term as we anticipate
holding them for more than one year. We hold less than 20% interest in, and do
not directly or indirectly exert significant influence over, any of the
respective investees. A portion of these investments are publicly traded and are
deemed by management to be available for sale. We use the specific
identification method to determine cost and fair value for computing gains and
losses. Accordingly, these investments are reported at fair value with net
unrealized gains or losses reported within shareholders' equity as accumulated
other comprehensive income or loss. No sales of available for sale investments
have occurred through March 31, 2003. During fiscal 2001, 2002 and 2003, we
determined that permanent declines in the value of these publicly traded
investments had occurred. As a result, we recorded write-downs of $0.4 million,
$0.1 million, and $1.1 million during the years ended March 31, 2001, 2002 and
2003, respectively. Investments in other companies also include investments in
several non-public, start-up technology companies for which we use the cost
method of accounting. For the years ended March 31, 2002 and 2003, we determined
that a permanent decline in value of certain investments had occurred and
recorded a $5.6 million and $0.7 million write-down on the investments in and
advances to these entities. We determined the permanent declines in value of
these public and non-public companies using quarterly procedures such as
reviewing their operating results and financial position, discussions with
company management and review of the overall business climate.
Accounts Receivable
Our accounts receivable balances are due from companies across a broad
range of industries -- Government, Finance, Manufacturing, Consumer, Aerospace
and Transportation, Health Care/Insurance, and High Tech/Telecom. Credit is
extended based on evaluation of a customer's financial condition and, generally,
collateral is not required. Accounts receivable from sales of services are
typically due from
15
customers within 30 days and accounts receivable from sales of licenses are due
over terms ranging from 30 days to nine months. Accounts receivable balances are
stated at amounts due from customer net of an allowance for doubtful accounts.
Accounts outstanding longer than the contractual payments terms are considered
past due. We determined our allowance by considering a number of factors,
including the length of time trade receivables are past due, our previous loss
history, the customer's current ability to pay its obligation to us, and the
condition of the general economy and the industry as a whole. We write-off
accounts receivable when they become uncollectible, and payments subsequently
received on such receivables are credited to the allowance for doubtful
accounts.
No customer accounted for 10% or more of our revenues in the years ended
March 31, 2001, 2002, and 2003.
Goodwill and Other Acquired Intangible Assets
Goodwill represents the excess of the purchase price over the fair value of
net assets acquired. Prior to April 1, 2002, goodwill was amortized on a
straight-line basis over three years. Effective April 1, 2002, we adopted
Statement of Financial Accounting Standards (SFAS) 142, Goodwill and Other
Intangible Assets, which provides that goodwill, as well as identifiable
intangible assets with indefinite lives, should not be amortized but reviewed
for impairment annually. Accordingly, we ceased amortization of goodwill as of
April 1, 2002.
At March 31, 2002, other acquired intangible assets represented core
technology, customer base, workforce, capitalized software, trademarks, and
other intangible assets acquired through business acquisitions, and were
amortized on a straight-line basis over three to four years. Effective April 1,
2002, we adopted SFAS 141, Business Combinations, which requires that all
business combinations be accounted for utilizing the purchase method of
accounting and specifies the criteria to use in determining whether intangible
assets identified in purchase accounting must be recorded separately from
goodwill. We determined that our acquired workforce did not meet the
separability criteria of SFAS 141, and therefore the net unamortized balance at
March 31, 2002 was reclassified to goodwill effective April 1, 2002, and
amortization of the balance ceased. The remaining other acquired intangible
assets continue to be amortized on a straight-line basis over their remaining,
definite useful lives.
The carrying value of goodwill and other intangible assets is tested for
impairment on an annual basis or when factors indicating impairment are present.
We completed our transitional goodwill impairment test on April 1, 2002 and
determined that no impairment existed at that time. We have elected to complete
the annual impairment test of goodwill on January 1 of each year. We engaged an
independent outside professional services firm to assist us in our impairment
testing of goodwill. Based on this assistance, we completed our annual goodwill
impairment test on January 1, 2003 and determined that there was no impairment
of goodwill at that time. Additionally, no circumstances occurred during the
fourth quarter of the year ended March 31, 2003 which would have created an
impairment loss at March 31, 2003.
Impairment of Long-Lived Assets
We evaluate the recoverability of its long-lived assets in accordance with
SFAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets. SFAS
144 requires recognition of impairment of long-lived assets in the event that
events or circumstances indicate an impairment may have occurred and when the
net book value of such assets exceeds the future undiscounted cash flows
attributed to such assets. We assess the impairment of long-lived assets
whenever events or changes in circumstances indicate that the carrying value may
not be recoverable. No impairment of long-lived assets has occurred through the
year ended March 31, 2003.
New Accounting Pronouncements
In January 2003, the FASB issued FIN 46, Consolidation of Variable Interest
Entities, which requires the assets, liabilities and results of operations of
variable interest entities (VIE) be consolidated into the
16
financial statements of the company that has controlling financial interest. FIN
46 is not anticipated to have a material effect on our consolidated financial
statements.
Accounting for Income Taxes
Deferred tax liabilities and deferred tax assets reflect the net tax
effects of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for income tax
purposes. The valuation allowance has been established due to the uncertainty of
future taxable income, which is necessary to realize the benefits of the
deferred tax assets. The Company had net operating loss (NOL) carryforwards of
approximately $84,300 at March 31, 2003, which begin to expire in 2011. These
NOL's are subject to annual utilization limitations due to prior ownership
changes.
Realization of the NOL carryforwards and other deferred tax temporary
differences are contingent on future taxable earnings. The deferred tax asset
was reviewed for expected utilization using a "more likely than not" approach as
required by SFAS No. 109, Accounting for Income Taxes, by assessing the
available positive and negative evidence surrounding its recoverability.
Accordingly, in fiscal 2003 we increased the valuation allowance to fully offset
the deferred tax asset. The increase in the valuation allowance has been
recognized as a reduction in paid in capital to the extent that a tax benefit
from employee stock option exercises was previously recognized as additional
paid in capital.
We will continue to assess and evaluate strategies that will enable the
deferred tax asset, or portion there of, to be utilized, and will reduce the
valuation allowance appropriately at such time when it is determined that the
"more likely than not" approach is satisfied.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. In general, these estimates and
assumptions are based on historical experience of our management; but may
include consideration of industry trends or information from other outside
sources. Actual results could differ from those estimates.
RESULTS OF OPERATIONS -- THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THREE
MONTHS ENDED MARCH 31, 2002
REVENUES
Total revenues increased by $2.8 million, or 20%, to $16.8 million for the
three months ended March 31, 2003 from $14.0 million for the three months ended
March 31, 2002. The increase in total revenues was attributable to an increase
of approximately $3.2 million in Content Components revenues, an increase of
approximately $0.6 million in post-contract customer support due to a larger
installed base of products, offset by a decrease of approximately $1.0 million
in Universal Content Management revenues. As we license our products, whether
perpetual for our Universal Content Management software or term for our Content
Components software, our installed base of products increases. Since the rate of
annual renewal of post contract customer support services on our Universal
Content Management and Content Component software has remained high, our post
contract customer support revenues grow because we have a larger installed base
of products as our customer base grows. Also, Universal Content Management
revenues related to consulting services work can increase as a result of a
larger installed base of products since more of our customers continue to elect
to have our consulting services employees perform the work versus having the
customers' internal staff perform the work. We expect this trend to continue.
Product Licenses. Revenues for product licenses increased by $1.7 million,
or 20%, to $10.0 million for the three months ended March 31, 2003 from $8.3
million for the three months ended March 31, 2002. The increase in revenues was
attributable to an increase of approximately $3.5 million in Content Components
17
software revenues in the United States offset by a decrease of approximately
$1.8 million in Universal Content Management license revenues. The increase in
our Content Components software was due to the licensing of our technology to
one particular current customer for new applications. The decrease in our
Universal Content Management software licenses was due to less than expected
demand and longer than expected sales cycles for those products. Due to varying
revenue size of customer contracts and long lead times associated with many
contracts, our revenue results in total and from individual product groups can
vary between fiscal years or quarters. Licensing additional software to existing
customers enhances our revenue predictability, which helps us to better manage
our sales, marketing, and other operational functions.
Services. Revenues for services, consisting of consulting services,
training and post-contract customer support, increased by $1.1 million, or 20%,
to $6.8 million for the three months ended March 31, 2003 from $5.7 million for
the three months ended March 31, 2002, as follows (in thousands):
THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, 2003 MARCH 31, 2002
-------------- --------------
Consulting services and training........................ $2,590 38% $2,109 37%
Post-contract support................................... 4,227 62 3,592 63
------ --- ------ ---
Total services revenues................................. $6,817 100% $5,701 100%
====== === ====== ===
The increase in revenues for services was attributable to an increase of
approximately $0.6 in post-contract customer support due to a larger installed
base of products from both our Universal Content Management software and Content
Component software and an increase of approximately $0.5 million in consulting
services dues to increased utilization of personnel as a result of a larger
installed base of products. Our consulting services revenue is derived almost
exclusively from our Universal Content Management software, as our Content
Component software is licensed to other companies that embed our technology in
their products and require very limited or no consulting services work.
COST OF REVENUES AND GROSS PROFIT
Total cost of revenues increased by $0.1 million, or 1.5%, to $5.2 million
for the three months ended March 31, 2003 from $5.1 million for the three months
ended March 31, 2002. Total cost of revenues as a percentage of total revenues
was 31% for the three months ended March 31, 2003 compared to 37% for the three
months ended March 31, 2002. Gross profit increased by $2.7 million, or 31%, to
$11.6 million for the three months ended March 31, 2003 from $8.9 million for
the three months ended March 31, 2002. Total gross profit as a percentage of
total revenues was 69% for the three months ended March 31, 2003 compared to 63%
for the three months ended March 31, 2002. The increase in gross profit dollars
and percentage was primarily due to increased revenues from our Content
Component software product licenses and post-contract customer support from both
our Universal Content Management and Content Component software.
Product Licenses. Cost of revenues for product licenses decreased by $0.1
million, or 4%, to $1.4 million for the three months ended March 31, 2003 from
$1.5 million for the three months ended March 31, 2002. Gross profit as a
percentage of revenues for product licenses was 85% for the three months ended
March 31, 2003 compared to 82% for the three months ended March 31, 2002. The
increase in gross profit percentage was due to increased revenues of Content
Components software in the quarter ended March 31, 2003 versus the quarter ended
March 31, 2002. Our Content Components software typically has a lower cost of
revenues than our Universal Content Management software.
Amortization of capitalized software from acquisitions. Cost of revenues
related to amortization of capitalized software from acquisitions increased $0.2
million for the three months ended March 31, 2003 to $0.5 million from $0.3
million for the three months ended March 31, 2002. The increase in cost of
revenues for amortization of capitalized software from acquisitions was
attributable to the amortization of capitalized software obtained in the
acquisition of the assets of Kinecta Corporation in April 2002.
18
Services. Cost of revenues, consisting of personnel for consulting
services, training and post-contract customer support, decreased by $0.1
million, or 3%, to $3.3 million for the three months ended March 31, 2003 from
$3.4 million for the three months ended March 31, 2002, as follows (in
thousands).
THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, 2003 MARCH 31, 2002
-------------- --------------
Consulting services and training........................ $ 914 28% $ 940 28%
Post-contract support................................... 2,352 72 2,418 72
------ --- ------ ---
Total services cost of revenues......................... $3,266 100% $3,358 100%
====== === ====== ===
The increase in the gross profit dollars of approximately $1.2 million was
primarily due to the increase in revenues from post-contract customer support
from a larger installed base of Universal Content Management products, with
little additional support staff needed, and a higher installed base of Content
Component software, which requires very little support staff needed as support
is generally provided by the company that embeds our software. In general, we
have had a fairly consistent rate of annual post-contract support renewals in
both our Universal Content Management and Content Component software and better
utilization of consulting services personnel related to our Universal Content
Management software.
OPERATING EXPENSES
Sales and Marketing. Sales and marketing expenses decreased by $2.2
million, or 20%, to $8.8 million for the three months ended March 31, 2003 from
$11.0 million for the three months ended March 31, 2002. Sales and marketing
expenses as a percentage of total revenues were 52% for the three months ended
March 31, 2003 compared to 78% for the three months ended March 31, 2002. The
decrease in sales and marketing expense was due to decreased staffing and
related costs as a result of the restructurings undertaken during the year of
approximately $1.2 million and decreased marketing communication expenses for
name and brand awareness, advertising, trade shows and other costs of
approximately $1.0 million. We decreased our marketing communication expenses to
better align our operations with our revenue base.
General and Administrative. General and administrative expenses decreased
by $1.0 million, or 23% to $3.4 million for the three months ended March 31,
2003 from $4.4 million for the three months ended March 31, 2002. General and
administrative expenses as a percentage of total revenues were 20% for the three
months ended March 31, 2003 compared to 31% for the three months ended March 31,
2002. General and administrative expenses decreased due to decreased staffing
and related costs as a result of the restructurings undertaken during fiscal
year 2003 of approximately $0.8 million and a decrease of approximately $0.2
million in bad debt expense.
Research and Development. Research and development expenses decreased by
$1.4 million, or 31%, to $3.2 million for the three months ended March 31, 2003
from $4.6 million for the three months ended March 31, 2002. Research and
development expenses as a percentage of total revenues were 19% for the three
months ended March 31, 2003 compared to 33% for the three months ended March 31,
2002. The decrease in research and development expenses was due to decreased
staffing related to the restructurings undertaken by the company. The downsizing
is not anticipated to affect any of our new products currently in development or
new version releases of our current products, but may delay or prevent progress
on potential products not yet in development, particularly with our Content
Component products.
Acquisition and Related Costs. For the three months ended March 31, 2003,
acquisition and related costs represent charges associated with the payment of
employee costs which resulted from the acquisition of certain assets of Active
IQ Corporation in March 2003. For the three months ended March 31, 2002,
acquisition and related costs represent costs associated with developing the
Japanese market through a potential acquisition.
Amortization of Intangibles. Approximately $40.8 million of the $55.3
million purchase price of CCD was allocated to excess cost over fair value of
net assets acquired, core technology, customer base, trademarks
19
and other intangibles, and is being amortized over the assets' estimated useful
lives of three years. Approximately $5.1 million of the $5.6 million purchase
price of RESoft was allocated to certain intangible assets, such as trademarks,
and is also being amortized over their useful lives of three years. Intangible
amortization and other expense was $1.7 million for the three month period ended
March 31, 2003 and $3.4 million for the three months ended March 31, 2002. The
decrease in amortization expense was due to the adoption of SFAS 142 in April
2002, which ended amortization of goodwill.
Restructuring Charges. In the quarter ended March 31, 2003, in connection
with management's plan to reduce costs and improve operating efficiencies, we
recorded a restructuring charge of approximately $0.4 million, compared to no
restructuring charges in the quarter ended March 31, 2002. The restructuring
charge was comprised primarily of severance pay and benefits related to the
involuntary termination of several employees. The effect on expenses and cash
flows over the next several quarters associated with the termination of these
employees is expected to be a reduction of expenses and increase in cash flow of
approximately $0.1 million per quarter. These cost reduction measures were taken
to better align our business with our current revenue base and what we believe
will be continued slow spending by companies in the high tech sector over the
next year. However, we may be required to re-invest in certain areas to expand
our customer base, grow our revenues and invest in new product development,
which may eliminate or exceed these cost savings.
OTHER INCOME (EXPENSE)
Interest income. Interest income was $0.3 million for the three months
ended March 31, 2003 compared to $0.8 million for the three months ended March
31, 2002. Interest income is primarily related to marketable securities
purchased with the proceeds of our public stock offerings completed in June 1999
and March 2000. The decrease in net interest income was due to decreases in the
interest rates earned by invested funds, which have declined over 50%, and a 13%
reduction in the amount of invested funds due to use of cash in acquisitions and
in operations.
Investment impairment. During the three months ended March 31, 2003, after
purchasing certain assets of Active IQ and reviewing its public disclosure,
which stated it was selling the remaining operating assets of the company to
another party, we determined that a permanent decline in value had occurred and
recorded a write-down of approximately $1.1 million. During the three months
ended March 31, 2002, we determined that a permanent decline in the value of
certain of its investments in other companies, had occurred. We made this
determination after reviewing financial statements of these companies or
discussing their future business plans and prospects with their management. As a
result, we recorded a write-down on the investments in these companies of
approximately $3.5 million for the three months ended March 31, 2002.
RESULTS OF OPERATIONS -- FISCAL YEAR ENDED MARCH 31, 2003 COMPARED TO FISCAL
YEAR ENDED MARCH 31, 2002
REVENUES
Total revenues decreased by $22.9 million, or 26%, to $65.4 million for the
year ended March 31, 2003 from $88.3 million for the year ended March 31, 2002.
The decrease in revenues was due to a $26.5 million decrease in our product
license revenues as a result of the worldwide economic slowdown, which has
resulted in a reduction in overall customer spending in information technology
initiatives, partially offset by a $3.7 million increase in revenues for
services due to a larger base of installed products. As we license our products,
whether perpetual for our Universal Content Management software or term for our
Content Components software, our installed base of products increases. Since the
rate of annual renewal of post contract customer support services on our
Universal Content Management and Content Component software has remained high,
our post contract customer support revenues grow because we have a larger
installed base of products. Also, Universal Content Management revenues related
to consulting services work can increase as a result of a larger installed base
of products. We expect this trend to continue.
Product Licenses. Revenues for product licenses decreased by $26.5
million, or 40%, to $40.4 million for the year ended March 31, 2003 from $66.9
million for the year ended March 31, 2002. The decrease in
20
revenues was attributable to a decrease of approximately $20.5 million in
Universal Content Management and $6.5 million in Content Components software
revenues in the United States partially offset by a $0.5 million increase in
software revenues internationally.
Services. Revenues for services, consisting of consulting services,
training and post-contract customer support, increased by $3.7 million, or 17%,
to $25.1 million for the year ended March 31, 2003 from $21.4 million for the
year ended March 31, 2002, as follows (in thousands):
YEAR ENDED YEAR ENDED
MARCH 31, 2003 MARCH 31, 2002
--------------- ---------------
Consulting services and training...................... $ 7,772 31% $ 9,644 45%
Post-contract support................................. 17,298 69 11,788 55
------- --- ------- ---
Total services revenues............................... $25,070 100% $21,432 100%
======= === ======= ===
The increase in revenues for services was attributable to an increase in
post-contract customer support of approximately $5.5 million due to a larger
installed base of Universal Content Management and Content Component products
and partially offset by a decrease in Universal Content Management consulting
services of approximately $1.9 million due to a decrease in product license
revenue, which led to a decreased need for implementation services. Our
consulting services revenue is derived almost exclusively from our Universal
Content Management software, as our Content Component software is licensed to
other companies that embed our technology in their products and require very
limited to no consulting services work.
COST OF REVENUES AND GROSS PROFIT
Total cost of revenues increased by $1.1 million, or 6%, to $20.5 million
for the year ended March 31, 2003 from $19.4 million for the year ended March
31, 2002. Total cost of revenues as a percentage of total revenues was 31% for
the year ended March 31, 2003 compared to 22% for the year ended March 31, 2002.
Gross profit decreased by $24.1 million, or 35%, to $44.9 million for the year
ended March 31, 2003 from $69.0 million for the year ended March 31, 2002. Total
gross profit as a percentage of total revenues was 69% for the year ended March
31, 2003 compared to 78% for the year ended March 31, 2002. The decrease in
gross profit dollars and percentage was attributable to the decrease in product
license revenues described above. The increase in cost of revenues was due to
increased amortization of prepaid royalties and capitalized software.
Product Licenses. Cost of revenues for product licenses increased by $1.5
million or 29%, to $6.5 million for the year ended March 31, 2003 from $5.0
million for the year ended March 31, 2002. Gross profit as a percentage of
revenues for product licenses was 84% for the years ended March 31, 2003 and 93%
for the year ended March 31, 2002. The increase in cost of revenues was
attributable to the increased amortization of prepaid royalties of approximately
$1.1 million and the increased amortization of capitalized software developed
for us by a third party or purchased from a third party of approximately $0.4
million. As new versions of our Universal Content Management software continue
to be released, we have elected to license or purchase more third party software
to be included in our Universal Content Management products in order for us to
provide certain functionality we believe is necessary to be competitive. The
fixed costs associated with the amortization of these prepaid royalties and
capitalized software was approximately $3.1 million for the year ended March 31,
2003 versus approximately $2.0 million for the year ended March 31, 2002.
Amortization of Capitalized Software from Acquisitions. Cost of revenues
related to amortization of capitalized software from acquisitions increased $0.9
million for the year ended March 31, 2003 to $1.9 million from $1.0 million for
the year ended March 31, 2002. The increase in cost of revenues for amortization
of capitalized software from acquisitions was attributable to the amortization
over a three year period of $2.7 million of capitalized software obtained in the
acquisition of the assets of Kinecta Corporation in April 2002. We acquired
Kinecta for its proprietary content distribution technology and have
incorporated the technology into our Universal Content Management products in
order to maintain competitive functionality.
21
Services. Cost of revenues, consisting of primarily personnel for
consulting services, training and post-contract customer support, decreased by
$1.3 million, or 9%, to $12.1 million for the year ended March 31, 2003 from
$13.4 million for the year ended March 31, 2002, as follows (in thousands):
YEAR ENDED YEAR ENDED
MARCH 31, 2003 MARCH 31, 2002
--------------- ---------------
Consulting services and training...................... $ 8,381 69% $10,044 75%
Post-contract support................................. 3,765 31 3,348 25
------- --- ------- ---
Total services cost of revenues....................... $12,146 100% $13,392 100%
======= === ======= ===
The increase in the gross profit dollars of approximately $4.9 million was
primarily due to the increase in revenues from post-contract customer support
from a larger installed base of Universal Content Management products, with
little additional support staff needed, and a higher installed base of Content
Component software, which requires very little support staff needed as support
is generally provided by the company that embeds our software. In general, we
have had a fairly consistent rate of annual post-contract support renewals in
both our Universal Content Management and Content Component software and better
utilization of consulting services personnel related to our Universal Content
Management software.
OPERATING EXPENSES
Sales and Marketing. Sales and marketing expenses decreased by $8.4
million, or 18%, to $38.3 million for the year ended March 31, 2003 from $46.7
million for the year ended March 31, 2002. Sales and marketing expenses as a
percentage of total revenues were 59% for the year ended March 31, 2003 compared
to 53% for the year ended March 31, 2002. Approximately $6.4 million of the
decrease in sales and marketing expense was due to decreased staffing and
related costs attributable to the restructurings of our company during the year
ended March 31, 2003, reduced commission expense of approximately $1.5 million
as a result of decreased sales and decreased travel expense of approximately
$0.5 million. Sales and marketing expenses increased as a percentage of revenues
due primarily to the decrease in product license revenues as described above. We
reduced sales and marketing expenses in connection with management's plan to
reduce costs and improve operating efficiencies to better align our operations
with our revenue base.
General and Administrative. General and administrative expenses decreased
by $0.6 million, or 5%, to $11.3 million for the year ended March 31, 2003 from
$11.9 million for the year ended March 31, 2002. General and administrative
expenses as a percentage of total revenues were 17% for the year ended March 31,
2003 and 13% for the year ended March 31, 2002. General and administrative
expense dollars decreased due to decreased personnel expenses associated with
fewer personnel as a result of the restructurings of approximately $1.6 million,
partially offset by an increase in the bad debt expense of approximately $1.0
million. The increase in bad debt was caused by certain of our customers
becoming unable to pay their debts due to the downturn in their business, or
discontinuation of their business caused by the downturn in the economy and the
reduction in spending for high technology products.
Research and Development. Research and development expenses decreased by
$1.8 million, or 10%, to $15.8 million for the year ended March 31, 2003 from
$17.6 million for the year ended March 31, 2002. Research and development
expenses as a percentage of total revenues were 24% for the year ended March 31,
2003 and 20% for the year ended March 31, 2002. The decrease in research and
development expense dollars was due to decreased staffing and related costs as a
result of the restructurings. We reduced research and development expenses in
connection with management's plan to reduce costs and improve operating
efficiencies to better align our operations with our revenue base. The
downsizing is not anticipated to affect any of our new products currently in
development or new version releases of our current products, but may delay or
prevent progress on potential products not yet in development, particularly with
our Content Component products.
Acquisition and Related Costs. Acquisition and related costs were $1.1
million in the year ended March 31, 2003 and $0.2 million in the year ended
March 31, 2002. For the year ended March 31, 2003, these
22
costs were primarily related to a potential transaction with a Japanese company
that would have given us new wireless technologies and an avenue to generate
revenues for our Universal Content Management software. After proceeding with
the due-diligence, it was determined that the target company was not situated
well enough for us to accomplish previously established goals. Approximately
$0.7 million of expenses are associated with this project and represent funds
that we advanced to the company for a trade show, product integration testing,
test marketing costs of the products and other. The remaining $0.4 million of
acquisition costs represent final development milestone and bonus payments
related to the acquisition of Kinecta Corporation in April 2002 and the
acquisition of selected assets of Active IQ Corporation.
Amortization of Acquired Intangible Assets and Other. Amortization of
intangible assets acquired related to our acquisition of CCD in July 2000, our
acquisition of RESoft in July 2001, and our acquisition of Kinecta in April
2002. Amortization of goodwill and acquired workforce ceased as of April 1, 2002
in connection with the adoption of SFAS 142. As a result, amortization expense
decreased $6.3 million for the year ended March 31, 2003 as compared to fiscal
year 2002. We believe the technology that was acquired in these acquisitions is
necessary functionality to be competitive.
Restructuring Charges. For the fiscal year ended March 31, 2003, in
connection with management's plan to reduce costs and improve operating
efficiencies, we recorded restructuring charges of approximately $4.4 million,
compared to no restructuring charges in the fiscal year ended March 31, 2002.
These restructuring expenses were taken in the June 30, 2002 quarter of $2.5
million, the September 30, 2002 quarter of $0.8 million, the December 31, 2002
quarter of $0.7 million and the March 31, 2003 quarter of $0.4 million. We
assessed many factors in making our decisions on a quarterly basis, with a
significant issue being the continued sluggishness or decline in the market for
information technology in the United States and in Europe. These restructuring
charges were comprised primarily of severance pay and benefits related to the
involuntary termination of employees of approximately $3.2 million and the
closing of facilities and other exit costs of approximately $1.2 The effect on
expenses and cash flows over the next year associated with the termination of
these employees is expected to be a decrease in expenses and increase in cash
flow of approximately $13.4 million. The effect on expenses over the next year
associated with the closing of the facilities and other exit costs is expected
to be a decrease of approximately $0.2 million, but is expected to have an
immaterial effect on cash flows. The combined expense decrease of approximately
$13.6 million is anticipated to be in the areas of cost of revenues for services
of $1.6 million, selling and marketing of $5.0 million, research and development
of $4.1 million and general and administrative of $2.9 million. These cost
reduction measures were taken to better align our business with our current
revenue base and what we believe will be continued slow spending by companies in
the high tech sector over the next year. However, we may be required to
re-invest in certain areas to expand our customer base, grow our revenues and
invest in product development, which may eliminate or exceed these cost savings.
OTHER INCOME (EXPENSE)
Interest income. Interest income was $2.0 million for the year ended March
31, 2003 compared to $3.8 million for the year ended March 31, 2002. Interest
income for both years was primarily related to short-term investments purchased
with the proceeds of our public stock offerings completed in June 1999 and March
2000. The decrease in net interest income was primarily due to decreases in the
interest rates earned by invested funds resulting from decreases in market
interest rates, which have declined over 50%.
Investment impairment. During the year ended March 31, 2003, our
investment impairment was approximately $1.7 million. In the March 31, 2003
quarter, after purchasing certain assets of Active IQ and reviewing its public
disclosures, which stated it was selling the remaining operating assets of the
company to another party. We determined that a permanent decline in value had
occurred and recorded a write-down of approximately $1.1 million. During the
first nine months in the year ended March 31, 2003, we determined that a
permanent decline in the value of certain of its investments in other companies
had occurred. We made this determination after reviewing financial statements of
these companies or discussing their future business plans and prospects with
their management. As a result, we recorded a write-down on the investments in
these companies of approximately $0.6 million for the year ended March 31, 2003.
During the year ended March 31, 2002, we determined that a permanent decline in
the value of certain of its investments in other companies
23
had occurred. We made this determination after reviewing financial statements of
these companies or discussing their future business plans and prospects with
their management. As a result, we recorded a write-down on the investments in
these companies of approximately $5.7 million for the year ended March 31, 2002.
RESULTS OF OPERATIONS -- FISCAL YEAR ENDED MARCH 31, 2002 COMPARED TO FISCAL
YEAR ENDED MARCH 31, 2001
REVENUES
Total revenues increased by $21.6 million, or 32%, to $88.3 million for the
year ended March 31, 2002 from $66.7 million for the year ended March 31, 2001.
The increase in revenues was attributable to the growth in our Universal Content
Management customer base and increased sales to existing customers of
approximately $8.8 million, an increase of approximately $7.8 million in sales
of our products and services in Europe and an increase of approximately $5.0
million in sales of our Content Component products. As we license our products,
whether perpetual for our Universal Content Management software or term for our
Content Components software, our installed base of products increases. Since the
rate of annual renewal of post contract customer support services on our
Universal Content Management and Content Component software has remained high,
our post contract customer support revenues grow because we have a larger
installed base of products. Also, Universal Content Management revenues related
to consulting services work can increase as a result of a larger installed base
of products since more of our customers continue to elect to have our consulting
services employees perform the work versus having the customers' internal staff
perform the work. We expect this trend to continue.
Product Licenses. Revenues for product licenses increased by $13.0
million, or 24%, to $66.9 million for the year ended March 31, 2002 from $53.9
million for the year ended March 31, 2001. The increase in revenues was
attributable to an increase of approximately $6.1 million in sales of our
products and services in Europe, the growth in our Universal Content Management
customer base and increased sales to existing customers of approximately $4.2
million and an increase of approximately $2.7 million in sales of our Content
Component products.
Services. Revenues for services, consisting of consulting services,
training and post-contract customer support, increased by $8.6 million, or 67%,
to $21.4 million for the year ended March 31, 2002 from $12.9 million for the
year ended March 31, 2001, as follows (in thousands).
YEAR ENDED YEAR ENDED
MARCH 31, 2002 MARCH 31, 2001
--------------- ---------------
Consulting services and training...................... $ 9,644 45% $ 6,398 50%
Post-contract support................................. 11,788 55 6,470 50
------- --- ------- ---
Total services revenues............................... $21,432 100% $12,868 100%
======= === ======= ===
The increase in revenues for services was primarily attributable to an
increase in post-contract customer support of approximately $5.3 million due to
a larger installed base of products and an increase in consulting services of
approximately $3.4 million due to an increase in product license revenues, which
lead to an increased need for services. Our consulting services revenue is
derived almost exclusively from our Universal Content Management software, as
our Content Component software is licensed to other companies that embed our
technology in their products and require very limited or no consulting services
work.
COST OF REVENUES AND GROSS PROFIT
Total cost of revenues increased by $7.6 million, or 64%, to $19.4 million
for the year ended March 31, 2002 from $11.8 million for the year ended March
31, 2001. Total cost of revenues as a percentage of total revenues was 22% for
the year ended March 31, 2002 compared to 18% for the year ended March 31, 2001.
Gross profit increased by $14.1 million, or 26%, to $69.0 million for the year
ended March 31, 2002 from $54.9 million for the year ended March 31, 2001. Total
gross profit as a percentage of total revenues was 78% for the year ended March
31, 2002 compared to 82% for the year ended March 31, 2001. The increase in
gross
24
profit dollars was primarily attributable to the increase in product license
revenues while the decrease in gross profit percentage was primarily due to
lower gross profits on services.
Product Licenses. Cost of revenues for product licenses increased by $1.1
million or 28%, to $5.0 million for the year ended March 31, 2002 from $3.9
million for the year ended March 31, 2001. Gross profit as a percentage of
revenues for product licenses was 93% for the years ended March 31, 2002 and
2001.
Amortization of Capitalized Software from Acquisitions. Cost of revenues
related to amortization of capitalized software from acquisitions increased $0.3
million for the year ended March 31, 2002 to $1.0 million from $0.7 million for
the year ended March 31, 2001. The increase in cost of revenues for amortization
of capitalized software from acquisitions was attributable to the amortization
of capitalized software obtained in the acquisition of the assets of RESoft in
July 2001.
Services. Cost of revenues, consisting of personnel for consulting
services, training and post-contract customer support, increased by $6.2
million, or 86%, to $13.4 million for the year ended March 31, 2002 from $7.2
million for the year ended March 31, 2001, as follows (in thousands):
YEAR ENDED YEAR ENDED
MARCH 31, 2002 MARCH 31, 2001
--------------- --------------
Consulting services and training............................ $10,044 75% $5,249 73%
Post-contract support....................................... 3,348 25 1,941 27
------- --- ------ ---
Total services cost of revenues............................. $13,392 100% $7,190 100%
======= === ====== ===
The increase in the gross profit dollars of approximately $2.5 million was
due to the increase in gross profit dollars of approximately $3.9 million from
post-contract customer support offset by a decrease in gross profit dollars of
approximately $1.4 million from consulting services. The decrease in the gross
profit from consulting services was primarily due to increased employee
headcount and other staffing costs associated with increased training for our
partners for which we receive minimal revenue, and an increase in the amount of
services work performed by our partners, which typically would have been
performed by us and which led to under-utilization of certain of our employees
in the quarters ended September 30, 2001 and December 31, 2001.
OPERATING EXPENSES
Sales and Marketing. Sales and marketing expenses increased by $17.2
million, or 58%, to $46.7 million for the year ended March 31, 2002 from $29.5
million for the year ended March 31, 2001. Sales and marketing expenses as a
percentage of total revenues were 53% for the year ended March 31, 2002 compared
to 44% for the year ended March 31, 2001. Sales and marketing expenses increased
as a result of increased headcount and increased spending on marketing
communications and programs which management intended to better align business
operations with expected revenues. Sales and marketing expenses increased as a
percentage of total revenues due to the decrease in fourth quarter fiscal year
2002 revenues.
General and Administrative. General and administrative expenses increased
by $2.9 million, or 32%, to $11.9 million for the year ended March 31, 2002 from
$9.0 million for the year ended March 31, 2001. General and administrative
expenses as a percentage of total revenues were 13% for the years ended March
31, 2002 and 2001. General and administrative expense dollars increased due to
increased personnel expenses of approximately $2.4 million, increased
professional services of approximately $0.3 million and an increase of
approximately $0.2 million in the bad debt expense. We increased our general and
administrative expenses to better align our operations with our revenue base.
The increase in personnel costs was caused primarily by the addition of more
personnel from the acquisition of CCD in July 2000, expansion of European
operations and the addition of a president and chief operating officer and other
senior staff at our headquarters.
Research and Development. Research and development expenses increased by
$7.8 million, or 80% to $17.6 million for the year ended March 31, 2002 from
$9.8 million for the year ended March 31, 2001. Research and development
expenses as a percentage of total revenues were 20% for the year ended March 31,
25
2002 and 15% for the year ended March 31, 2001. The increase in research and
development expenses was due to increased staffing and related costs of $6.3
million and purchased services of $0.7 million. We increased our research and
development expenses to better align our operations with our revenue base. The
increase in personnel costs was caused primarily by the addition of more
personnel from the acquisition of CCD in July 2000. Most of the personnel
acquired in the acquisition of CCD were associated with research and
development. The services that were purchased were certain translation and
development services for our Universal Content Management software.
Acquisition and Related Costs. Acquisition costs of approximately $0.2
million in the year ended March 31, 2002 consisted of uncapitalized costs
related to our acquisition of RESoft in July 2001 and the costs associated with
developing the Japanese market through a potential acquisition. The acquisition
costs of approximately $0.8 million in the fiscal year ended March 31, 2001
consisted primarily of uncapitalized costs related to our acquisition of CCD in
July 2000, accounted for as a purchase.
Amortization of Acquired Intangible Assets and Other. Amortization of
intangible assets acquired related to our acquisition of CCD in July 2000, and
our acquisition of RESoft in July 2001, accounted for as purchases. Amortization
of goodwill and acquired workforce ceased as of April 1, 2002 in connection with
the adoption of SFAS 142.
OTHER INCOME (EXPENSE)
Interest income was $3.8 million for the year ended March 31, 2002 compared
to $7.0 million for the year ended March 31, 2001. Interest income for both
years was primarily related to short-term investments purchased with the
proceeds of our public stock offerings completed in June 1999 and March 2000.
The decrease in net interest income was primarily due to decreases in the
interest rates earned by invested funds resulting from decreases in market
interest rates, which have declined over 50%.
Investment impairment. During the year ended March 31, 2002, the Company
determined that a permanent decline in the value of certain of its investments
in other companies had occurred. The Company made this determination after
reviewing financial statements of these companies or discussing their future
business plans and prospects with their management. As a result, the Company
recorded a write-down on the investments in these companies of approximately
$5.7 million for the year ended March 31, 2002.
26
QUARTERLY RESULTS
The following tables present unaudited consolidated statements of
operations data both in absolute dollars and as a percentage of total revenues
for each of our last eight quarters. This data has been derived from unaudited
consolidated financial statements that have been prepared on the same basis as
the annual audited consolidated financial statements and, in our opinion,
include all normal recurring adjustments necessary for a fair presentation of
such information. These unaudited quarterly results should be read in
conjunction with the Consolidated Financial Statements and related Notes
appearing elsewhere in this Annual Report on Form 10-K. The consolidated results
of operations for any quarter are not necessarily indicative of the results for
any future period.
THREE MONTHS ENDED
---------------------------------------------------------------------------------------------
JUNE 30, SEPT. 30, DEC. 31, MAR. 31, JUNE 30, SEPT. 30, DEC. 31, MAR. 31,
2001 2001 2001 2002 2002 2002 2002 2003
-------- --------- -------- -------- -------- --------- -------- --------
(IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
CONSOLIDATED STATEMENT OF
OPERATIONS DATA:
Revenues:
Product licenses................ $19,072 $17,968 $21,563 $ 8,305 $ 11,118 $ 9,600 $ 9,650 $ 9,996
Services........................ 5,527 5,199 5,005 5,701 5,937 5,958 6,358 6,817
------- ------- ------- -------- -------- ------- ------- -------
Total revenues.................... 24,599 23,167 26,568 14,006 17,055 15,558 16,008 16,813
------- ------- ------- -------- -------- ------- ------- -------
Cost of revenues:
Product licenses................ 1,071 847 1,569 1,518 1,799 1,545 1,676 1,460
Amortization of capitalized
software from acquisitions.... 233 233 256 244 474 474 474 470
Services........................ 2,984 3,587 3,463 3,358 3,076 2,927 2,877 3,266
------- ------- ------- -------- -------- ------- ------- -------
Total cost of revenues............ 4,288 4,667 5,288 5,120 5,349 4,946 5,027 5,196
------- ------- ------- -------- -------- ------- ------- -------
Gross profit...................... 20,311 18,500 21,280 8,886 11,706 10,612 10,981 11,617
------- ------- ------- -------- -------- ------- ------- -------
Operating expenses:
Sales and marketing............. 11,277 11,578 12,827 10,990 10,307 9,663 9,606 8,767
General and administrative...... 2,432 2,475 2,603 4,374 2,722 2,360 2,836 3,383
Research and development........ 4,151 4,595 4,211 4,644 4,724 4,790 3,049 3,203
Acquisitions and related
costs......................... -- -- -- 237 -- 739 263 125
Amortization of acquired
intangible assets and other... 3,148 3,251 3,139 3,376 1,661 1,662 1,661 1,651
Restructuring charges........... -- -- -- -- 2,504 839 674 351
------- ------- ------- -------- -------- ------- ------- -------
Total operating expenses.......... 21,008 21,899 22,780 23,621 21,918 20,053 18,089 17,480
------- ------- ------- -------- -------- ------- ------- -------
Income (loss) from operations..... (697) (3,399) (1,500) (14,735) (10,212) (9,441) (7,108) (5,863)
Other income (expense):
Interest income net............. 1,258 981 699 817 601 567 453 336
Investment impairment........... -- (2,223) -- (3,499) -- -- (650) (1,083)
------- ------- ------- -------- -------- ------- ------- -------
Net income (loss)................. $ 561 $(4,641) $ (801) $(17,417) $ (9,611) $(8,874) $(7,305) $(6,610)
======= ======= ======= ======== ======== ======= ======= =======
Net income (loss) per common share
Basic........................... $ 0.03 $ (0.21) $ (0.04) $ (0.78) $ (0.43) $ (0.40) $ (0.33) $ (0.30)
Diluted......................... 0.02 (0.21) (0.04) (0.78) (0.43) (0.40) (0.33) (0.30)
27
THREE MONTHS ENDED
---------------------------------------------------------------------------------------------
JUNE 30, SEPT. 30, DEC. 31, MAR. 31, JUNE 30, SEPT. 30, DEC. 31, MAR. 31,
2001 2001 2001 2002 2002 2002 2002 2003
-------- --------- -------- -------- -------- --------- -------- --------
AS A PERCENTAGE OF TOTAL REVENUES:
Revenues:
Product licenses................ 77.5% 77.6% 81.2% 59.3% 65.2% 61.7% 60.3% 59.5%
Services........................ 22.5 22.4 18.8 40.7 34.8 38.3 39.7 40.5
------- ------- ------- -------- -------- ------- ------- -------
Total revenues.................... 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0
------- ------- ------- -------- -------- ------- ------- -------
Cost of revenues:
Product licenses................ 4.4 3.7 5.9 10.8 10.5 9.9 10.5 8.7
Amortization of capitalized
software from acquisitions.... 0.9 1.0 1.0 1.7 2.8 3.0 3.0 2.8
Services........................ 12.1 15.5 13.0 24.0 18.0 18.8 18.0 19.4
------- ------- ------- -------- -------- ------- ------- -------
Total cost of revenues............ 17.4 20.2 19.9 36.5 31.3 31.7 31.5 30.9
------- ------- ------- -------- -------- ------- ------- -------
Gross profit...................... 82.6 79.8 80.1 63.5 68.7 68.3 68.5 69.1
------- ------- ------- -------- -------- ------- ------- -------
Operating expenses:
Sales and marketing............. 45.8 50.0 48.3 78.5 60.4 62.1 60.0 52.1
General and administrative...... 9.9 10.7 9.8 31.2 16.0 15.2 17.7 20.1
Research and development........ 16.9 19.8 15.8 33.2 27.7 30.8 19.0 19.1
Acquisition and related costs... -- -- -- 1.7 -- 4.7 1.6 0.7
Amortization of acquired
intangible assets and other... 12.8 14.0 11.8 24.1 9.7 10.7 10.4 9.8
Restructuring charges........... -- -- -- -- 14.7 5.4 4.2 2.1
------- ------- ------- -------- -------- ------- ------- -------
Total operating expenses.......... 85.4 94.5 85.7 168.7 128.5 128.9 112.9 103.9
------- ------- ------- -------- -------- ------- ------- -------
Income (loss) from operations..... (2.8) (14.7) (5.6) (105.2) (59.8) (60.6) (44.4) (34.8)
Other income (expense):
Interest income, net............ 5.1 4.2 2.6 5.8 3.5 3.6 2.8 2.0
Investment impairment........... -- (9.6) -- (25.0) -- -- (4.1) (6.4)
------- ------- ------- -------- -------- ------- ------- -------
Net income (loss)................. 2.3% (20.1)% (3.0)% (124.4)% (56.3)% (57.0)% (45.7)% (39.2)%
======= ======= ======= ======== ======== ======= ======= =======
As a result of our limited operating history and the significant changes
that are occurring in the Web content management software sector in which we
compete, it is difficult for us to forecast our revenues or earnings accurately.
It is possible that in some future periods our results of operations may not
meet or exceed the expectations of current and future public market analysts and
investors. For instance, if revenues or earnings per share do not meet
projections, we expect our business, operating results and financial condition
to be materially adversely affected and the price of our common stock to
decline. We expect our revenues and operating results may vary significantly
from quarter to quarter. Factors that have caused our results to fluctuate in
the past, and will likely cause fluctuations in the future, include:
- demand for our products and services;
- the timing of new product introductions and sales of our products and
services;
- unexpected delays in introducing new products and services;
- increased expenses, whether related to sales and marketing, research and
development or administration;
- changes in the rapidly evolving market for Web content management
solutions;
- the mix of revenues from product licenses and services, as well as the
mix of products licensed;
- the mix of services provided and whether services are provided by our
staff or third-party contractors;
- the mix of domestic and international sales;
28
- costs related to possible acquisitions of technology or businesses;
- general economic conditions; and
- public announcements by our competitors.
In addition, our products are typically shipped when the orders are
received, so our license backlog at the beginning of any quarter in the past has
represented only a small portion of expected license revenues for that quarter.
Further, we recognize a substantial percentage of product license revenues in
the last month of the quarter, frequently in the last week or even the last days
of the quarter. As a result, our sales pipeline at the beginning of a quarter
may not give us reasonable assurance about the sales that will be closed in that
quarter, and the delay or cancellation of any large orders could result in a
significant shortfall from anticipated revenues. Since our expenses are
relatively fixed in the near term, any shortfall from anticipated revenues could
result in significant variations in operating results from quarter to quarter.
As a result of these and other factors, we believe that period-to-period
comparisons of our results of operations may not be meaningful and should not be
relied upon as indicators of our future performance.
NET OPERATING LOSS CARRYFORWARDS
As of March 31, 2003, we had net operating loss carryforwards of
approximately $84.3 million. The net operating loss carryforwards will expire at
various dates beginning in 2011, if not utilized. The Tax Reform Act of 1986
imposes substantial restrictions on the utilization of net operating losses and
tax credits in the event of an "ownership change" of a corporation. Our ability
to utilize net operating loss carryforwards on an annual basis will be limited
as a result of "ownership changes" in connection with the sale of equity
securities. We have provided a valuation allowance against the entire amount of
the deferred tax asset as of March 31, 2003 because of uncertainty regarding its
full realization. Our accounting for deferred taxes involves the evaluation of a
number of factors concerning the realizability of our deferred tax assets. In
concluding that a valuation allowance was required, management considered such
factors as our history of operating losses, potential future losses and the
nature of our deferred tax assets. See Note 7 to the Consolidated Financial
Statements included in Item 16 (a)1.
LIQUIDITY AND CAPITAL RESOURCES
We have funded our operations and satisfied our capital expenditure
requirements primarily through revolving working capital and term loans from
banking institutions, private placements and public offerings of securities and
proceeds from the sales of assets related to prior lines of business. Net cash
used in operating activities was $8.0 million for the year ended March 31, 2003,
compared to net cash used in operating activities of $2.9 million for the year
ended March 31, 2002. The increase in cash used in operations is due primarily
to the net loss generated by operations.
To date, we have invested our capital expenditures primarily in property
and equipment, consisting largely of computer hardware and software. Capital
expenditures for the year ended March 31, 2003 and 2002 were $1.0 and $3.4
million, respectively. We have also entered into capital and operating leases
for facilities and equipment. We expect that our capital expenditures will
increase as our employee base grows. At March 31, 2003, we did not have any
material commitments for capital expenditures.
As of March 31, 2003, we had $81.2 million in cash and marketable
securities and $69.8 million in working capital. Net cash used in financing
activities was $2.7 million for the year ended March 31, 2003 while net cash
provided by financing activities was $1.1 million for the year ended March 31,
2002. In March 2000, we completed a public offering of our common stock that
raised approximately $100.1 million in proceeds for us, net of underwriting
discounts and offering costs of approximately $5.7 million. In April 2000, the
underwriters exercised their over-allotment option, raising additional net
proceeds of approximately $22.7 million.
We currently believe that our cash and cash equivalents on hand will be
sufficient to meet our working capital requirements for the foreseeable future,
particularly through March 31, 2004. On a longer term basis,
29
we may require additional funds to support our working capital requirements or
for other purposes and may seek to raise such additional funds through public or
private equity financings or from other sources. We cannot be certain that
additional financing will be available on terms favorable to us, or on any
terms, or that any additional financing will not be dilutive.
We continue to evaluate potential strategic acquisitions that could utilize
equity and/or cash resources. Such opportunities could develop quickly due to
market and competitive factors.
We lease all of our facilities under operating leases that have various
expiration dates. Our contractual obligations as of March 31, 2003 consisted of
a total of $13.4 million, of which, $3.9 million is payable in the next year,
$2.7 million in one to two years, $2.0 million in three to four years, and $4.8
million after four years. The amounts reflected for operating leases represent
primarily noncancelable lease payments on our office facility locations.
RELATED PARTY TRANSACTIONS
In December 2001 we entered into a note receivable of $3.5 million with a
distributor. Through March 2002, the distributor had paid the minimum payments
required under the note receivable with its own cash, and at the end of March
2002, it paid off the remaining note receivable with short-term bridge
financing. The distributor completely repaid this short-term bridge financing in
April 2002 through a traditional banking relationship. The short-term bridge
financing was provided at normal market rates by Beartooth Capital, a venture
financing organization controlled and funded by Robert F. Olson, a shareholder
and our Chairman, President and Chief Executive Officer. There was no
relationship prior to the bridge financing, and there is no existing
relationship between Beartooth Capital and the distributor. Furthermore, we
provided no compensation or guarantees to Beartooth Capital or Robert F. Olson
for the short-term bridge financing, nor were we otherwise involved in this
transaction.
During the year ended March 31, 2002, we held investments in five
non-public companies in which we recognized license revenue of approximately
$2.0 million from companies in which we had an equity investment, including
approximately $1.4 million from Active IQ in December 2001. At March 31, 2003,
we had no accounts receivable balance associated from these transactions. No
license revenue was generated in our fiscal year ended March 31, 2003 from any
company in which we held an investment. License revenue recognized for the year
ended March 31, 2001 from companies in which we had an equity investment was
approximately $2,400. We also acquired intellectual property from Active IQ in
April 2001 for approximately $706, which was capitalized and is being amortized
over a three-year period.
At March 31, 2003 we held remaining investments in two non-public start-up
technology companies, owning approximately 8% and 11% of these companies, and in
a publicly traded technology company listed on Nasdaq, Active IQ, of which we
owned 5.3%, excluding warrants. The value of these investments at March 31, 2003
is approximately $1.1 million. We wrote down to zero our investment in Active IQ
during the March 2003 quarter. Certain officers and a director also held
investment interests in Active IQ through February 2002 approximating 2%,
excluding warrants, at which time those investments were sold.
In December 2001 and March 2003, we entered into software license
agreements with H.B. Fuller Company for approximately $0.3 million and $0.4
million, respectively. H.B. Fuller's Chief Financial Officer is a member of our
Board of Directors. The terms and conditions, including fees, with respect to
the H.B. Fuller transactions were substantially similar to those with
unaffiliated third parties negotiated at arms length.
RECENT ACCOUNTING PRONOUNCEMENTS
In November 2002, the FASB issued FASB Interpretation Number (FIN) 45,
Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others. FIN 45 addresses the disclosure
requirements of a guarantor in its interim and annual financial statements about
its obligations under certain guarantees that it has issued. FIN 45 also
requires a guarantor to recognize, at the inception of guarantee, a liability
for the fair value of the obligation undertaken in issuing the guarantee. The
disclosure requirements of FIN 45 were effective for our quarter ended December
31, 2002. The liability
30
recognition requirements are applicable to all guarantees issued or modified
after December 31, 2002. Other than the additional disclosure requirements
related to warranties and our indemnification obligations, this pronouncement is
not anticipated to have a material effect on our consolidated financial position
or results of operations.
In December 2002, the FASB issued SFAS 148, Accounting for Stock-Based
Compensation -- Transition and Disclosure: an amendment of FASB Statement 123
(SFAS 123). This statement provides alternative methods of transition for a
voluntary change to the fair value based method of accounting for stock-based
employee compensation. Additionally, the statement amends the disclosure
requirements of SFAS 123, Accounting for Stock-Based Compensation, to require
prominent disclosure in both annual and interim financial statements about the
method of accounting for stock based employee compensation and the effect of the
method used on reported results. We utilize the intrinsic value method for
stock-based employee compensation, and they elected not to adopt the
transitional provision to the fair value method under SFAS 148; however, we did
adopt the expanded annual disclosure provisions of SFAS 148 effective March 31,
2003. We will adopt the interim disclosure provisions of SFAS 148 during the
first quarter of fiscal year 2004.
In November 2002, the FASB reached a consensus on EITF Issue No. 00-21,
Accounting for Revenue Arrangements with Multiple Deliverables. This EITF sets
out criteria for whether revenue can be recognized separately from other
deliverables in a multiple deliverable arrangement. The criteria considers
whether the delivered item has stand-alone value to the customer, whether the
fair value of the delivered item can be reliably determined and the rights of
returns for the delivered item. We are required to adopt this EITF beginning
April 1, 2004. The adoption of this EITF is not anticipated to have a material
effect on our consolidated financial statements.
In January 2003, the FASB issued FIN 46, Consolidation of Variable Interest
Entities, which requires the assets, liabilities and results of operations of
variable interest entities (VIE) be consolidated into the financial statements
of the company that has controlling financial interest. FIN 46 is not
anticipated to have a material effect on our consolidated financial statements.
RISK FACTORS
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This Form 10-K for the fiscal year ended March 31, 2003 contains certain
forward-looking statements within the meaning of the safe harbor provisions of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Such forward-looking statements are
based on the beliefs of our management as well as on assumptions made by, and
information currently available to, us at the time such statements were made.
When used in this Form 10-K, the words "anticipate", "believe", "estimate",
"expect", "intend" and similar expressions, as they relate us, are intended to
identify such forward-looking statements. Although we believe these statements
are reasonable, readers of this Form 10-K should be aware that actual results
could differ materially from those projected by such forward-looking statements
as a result of the risk factors listed below. Readers of this Form 10-K should
consider carefully the factors listed below, as well as the other information
and data contained in this Form 10-K. We caution the reader, however, that such
list of factors under the caption "Risk Factors" in our Form 10-K may not be
exhaustive and that those or other factors, many of which are outside of our
control, could have a material adverse effect on us and our results of
operations. All forward-looking statements attributable to us or persons acting
on our behalf are expressly qualified in their entirety by the cautionary
statements set forth hereunder. We undertake no obligation to update publicly
any forward-looking statements for any reason, even if new information becomes
available or other events occur in the future.
FLUCTUATIONS IN OUR OPERATING RESULTS MAY MAKE IT DIFFICULT TO PREDICT OUR
FUTURE PERFORMANCE.
While our products and services are not seasonal, our revenues and
operating results are difficult to predict and may fluctuate significantly from
quarter to quarter. If our quarterly revenues or operating results fall below
the expectations of investors or securities analysts, the price of our common
stock could fall
31
substantially. A large part of our sales typically occurs in the last month of a
quarter, frequently in the last week or even the last days of the quarter. If
these sales were delayed from one quarter to the next for any reason, our
operating results could fluctuate dramatically. In addition, our sales cycles
may vary, making the timing of sales difficult to predict. Furthermore, our
infrastructure costs are generally fixed. As a result, modest fluctuations in
revenues between quarters may cause large fluctuations in operating results.
These factors all tend to make the timing of revenues unpredictable and may lead
to high period-to-period fluctuations in operating results.
Our quarterly revenues and operating results may fluctuate for several
additional reasons, many of which are outside of our control, including the
following:
- demand for our products and services;
- the timing of new product introductions and sales of our products and
services;
- unexpected delays in introducing new products and services;
- increased expenses, whether related to sales and marketing, research and
development or administration;
- changes in the rapidly evolving market for Web content management
solutions;
- the mix of revenues from product licenses and services, as well as the
mix of products licensed;
- the mix of services provided and whether services are provided by our
staff or third-party contractors;
- the mix of domestic and international sales;
- costs related to possible acquisitions of technology or businesses;
- general economic conditions; and
- public announcements by our competitors.
POTENTIAL ACQUISITIONS MAY BE DIFFICULT TO COMPLETE OR TO INTEGRATE AND MAY
DIVERT MANAGEMENT'S ATTENTION.
We may seek to acquire or invest in businesses, products or technologies
that are complementary to our business. If we identify an appropriate
acquisition opportunity, we may be unable to negotiate favorable terms for that
acquisition, successfully finance the acquisition or integrate the new business
or products into our existing business and operations. In addition, the
negotiation of potential acquisitions and the integration of acquired businesses
or products may divert management time and resources from our existing business
and operations. To finance acquisitions, we may use a substantial portion of our
available cash or we may issue additional securities, which would cause dilution
to our shareholders.
WE MAY NOT BE PROFITABLE IN THE FUTURE.
Our revenues may not grow in future periods and we may not achieve
quarterly pro forma profitability. If we do not regain our pro forma
profitability, the market price of our stock may fall. Our ability to regain our
pro forma profitable operations depends upon many factors beyond our direct
control. These factors include, but are not limited to:
- the demand for our products;
- our ability to quickly introduce new products;
- the level of product and price competition;
- our ability to control costs; and
- general economic conditions.
32
THE INTENSE COMPETITION IN OUR INDUSTRY MAY REDUCE OUR FUTURE SALES AND PROFITS.
The market for our products is highly competitive and is likely to become
more competitive. We may not be able to compete successfully in our chosen
marketplace, which may have a material adverse effect on our business, operating
results and financial condition. Additional competition may cause pricing
pressure, reduced sales and margins, or prevent our products from gaining and
sustaining market acceptance. Many of our current and potential competitors have
greater name recognition, access to larger customer bases, and substantially
more resources than we have. Competitors with greater resources than ours may be
able to respond more quickly than we can to new opportunities, changing
technology, product standards or customer requirements.
WE DEPEND ON THE CONTINUED SERVICE OF OUR KEY PERSONNEL.
We are a small company and depend greatly on the knowledge and experience
of our senior management team and other key personnel. If we lose any of these
key personnel, our business, operating results and financial condition could be
materially adversely affected. Our success will depend in part on our ability to
attract and retain additional personnel with the highly specialized expertise
necessary to generate revenue, engineer, design and support our products and
services. Like other software companies, we face intense competition for
qualified personnel. We may not be able to attract or retain such personnel.
WE HAVE RELIED AND EXPECT TO CONTINUE TO RELY ON SALES OF OUR UNIVERSAL CONTENT
MANAGEMENT SOFTWARE AND CONTENT COMPONENT SOFTWARE PRODUCTS FOR OUR REVENUES.
We currently derive all of our revenues from product licenses and services
associated with our system of content management and viewing software products.
The market for content management and viewing software products is new and
rapidly evolving. We cannot be certain that a viable market for our products
will continue or that it will be sustainable. If we do not increase employee
productivity and revenues related to our existing products or generate revenues
from new products and services, our business, operating results and financial
condition may be materially adversely affected. We will continue to depend on
revenues related to new and enhanced versions of our software products for the
foreseeable future. Our success will largely depend on our ability to increase
sales from existing products and generate sales from product enhancements and
new products. We cannot be certain that we will be successful in upgrading and
marketing our existing products or that we will be successful in developing and
marketing new products and services. The market for our products is highly
competitive and subject to rapid technological change. Technological advances
could make our products less attractive to customers and adversely affect our
business. In addition, complex software product development involves certain
inherent risks, including risks that errors may be found in a product
enhancement or new product after its release, even after extensive testing, and
the risk that discovered errors may not be corrected in a timely manner.
OUR SUCCESS DEPENDS ON OUR ABILITY TO PROTECT OUR PROPRIETARY TECHNOLOGY.
If we are unable to protect our intellectual property, or incur significant
expense in doing so, our business, operating results and financial condition may
be materially adversely affected. Any steps we take to protect our intellectual
property may be inadequate, time consuming and expensive. We currently have no
patents and one pending patent application. Without significant patent or
copyright protection, we may be vulnerable to competitors who develop
functionally equivalent products. We may also be subject to claims that our
current products infringe on the intellectual property rights of others. Any
such claim may have a material adverse effect on our business, operating results
and financial condition.
We anticipate that software product developers will be increasingly subject
to infringement claims due to growth in the number of products and competitors
in our industry, and the overlap in functionality of products in different
industries. Any infringement claim, regardless of its merit, could be
time-consuming, expensive to
33
defend, or require us to enter into royalty or licensing agreements. Such
royalty or licensing agreements may not be available on commercially favorable
terms, or at all. We are not currently involved in any intellectual property
litigation.
We rely on trade secret protection, confidentiality procedures and
contractual provisions to protect our proprietary information. Despite our
attempts to protect our confidential and proprietary information, others may
gain access to this information. Alternatively, other companies may
independently develop substantially equivalent information.
OUR PRODUCTS MAY NOT BE COMPATIBLE WITH COMMERCIAL WEB BROWSERS AND OPERATING
SYSTEMS.
Our products utilize interfaces that are compatible with commercial Web
browsers. In addition, our Stellent Content Management System is a server-based
system written in Java that functions in both Windows NT and UNIX environments.
We must continually modify our products to conform to commercial Web browsers
and operating systems. If our products were to become incompatible with
commercial Web browsers and operating systems, our business would be harmed. In
addition, uncertainty related to the timing and nature of product introductions
or modifications by vendors of Web browsers and operating systems may have a
material adverse effect on our business, operating results and financial
condition.
WE COULD BE SUBJECT TO PRODUCT LIABILITY CLAIMS IF OUR PRODUCTS FAIL TO PERFORM
TO SPECIFICATIONS.
If software errors or design defects in our products cause damage to
customers' data and our agreements do not protect us from related product
liability claims, our business, operating results and financial condition may be
materially adversely affected. In addition, we could be subject to product
liability claims if our security features fail to prevent unauthorized third
parties from entering our customers' intranet, extranet or Internet Web sites.
Our software products are complex and sophisticated and may contain design
defects or software errors that are difficult to detect and correct. Errors,
bugs or viruses spread by third parties may result in the loss of market
acceptance or the loss of customer data. Our agreements with customers that
attempt to limit our exposure to product liability claims may not be enforceable
in certain jurisdictions where we operate.
FUTURE REGULATIONS COULD BE ADOPTED THAT RESTRICT OUR BUSINESS.
Federal, state or foreign agencies may adopt new legislation or regulations
governing the use and quality of Web content. We cannot predict if or how any
future laws or regulations would impact our business and operations. Even though
these laws and regulations may not apply to our business directly, they could
indirectly harm us to the extent that they impact our customers and potential
customers.
SIGNIFICANT FLUCTUATION IN THE MARKET PRICE OF OUR COMMON STOCK COULD RESULT IN
SECURITIES LITIGATION AGAINST US.
In the past, securities class action litigation has been brought against
publicly held companies following periods of volatility in the price of their
securities. If the we were subject to such litigation due to volatility in our
stock price, we may incur substantial costs. Such litigation could divert the
attention of our senior management away from our business, which could have a
material adverse effect on our business, operating results and financial
condition. The market price of our common stock has fluctuated significantly in
the past and may do so in the future. The market price of our common stock may
be affected by each of the following factors, many of which are outside of our
control:
- variations in quarterly operating results;
- changes in estimates by securities analysts;
- changes in market valuations of companies in our industry;
- announcements of significant events, such as major sales;
34
- acquisitions of businesses or losses of major customers;
- additions or departures of key personnel; and
- sales of our equity securities.
OUR PERFORMANCE WILL DEPEND ON THE CONTINUING GROWTH AND ACCEPTANCE OF THE WEB.
Our products are designed to be used with intranets, extranets and the
Internet. If the use of these methods of electronic communication does not grow,
our business, operating results and financial condition may be materially
adversely affected. Continued growth in the use of the Web will require ongoing
and widespread interest in its capabilities for communication and commerce. Its
growth will also require maintenance and expansion of the infrastructure
supporting its use and the development of performance improvements, such as high
speed modems. The Web infrastructure may not be able to support the demands
placed on it by continued growth. The ongoing development of corporate intranets
depends on continuation of the trend toward network-based computing and on the
willingness of businesses to reengineer the processes used to create, store,
manage and distribute their data. All of these factors are outside of our
control.
OUR EXISTING SHAREHOLDERS HAVE SIGNIFICANT INFLUENCE OVER US.
As of March 31, 2003, Robert F. Olson, our President, Chief Executive
Officer and the Chairman, of our Board of Directors holds approximately 10.0% of
our outstanding common stock. Accordingly, Mr. Olson is able to exercise
significant control over our affairs. As a group, our directors and executive
officers beneficially own approximately 14.9% of our common stock. These persons
have significant influence over our affairs, including approval of the
acquisition or disposition of assets, future issuances of common stock or other
securities and the authorization of dividends on our common stock. Our directors
and executive officers could use their stock ownership to delay, defer or
prevent a change in control of our company, depriving shareholders of the
opportunity to sell their stock at a price in excess of the prevailing market
price.
WE CAN ISSUE SHARES OF PREFERRED STOCK WITHOUT SHAREHOLDER APPROVAL, WHICH COULD
ADVERSELY AFFECT THE RIGHTS OF COMMON SHAREHOLDERS.
Our Articles of Incorporation permit us to establish the rights,
privileges, preferences and restrictions, including voting rights, of unissued
shares of our capital stock and to issue such shares without approval from our
shareholders. The rights of holders of our common stock may suffer as a result
of the rights granted to holders of preferred stock that may be issued in the
future. In addition, we could issue preferred stock to prevent a change in
control of our company, depriving shareholders of an opportunity to sell their
stock at a price in excess of the prevailing market price.
OUR SHAREHOLDER RIGHTS PLAN AND CERTAIN PROVISIONS OF MINNESOTA LAW MAY MAKE A
TAKEOVER OF STELLENT DIFFICULT, DEPRIVING SHAREHOLDERS OF OPPORTUNITIES TO SELL
SHARES AT ABOVE-MARKET PRICES.
Our shareholder rights plan and certain provisions of Minnesota law may
have the effect of discouraging attempts to acquire Stellent without the
approval of our Board of Directors. Consequently, our shareholders may lose
opportunities to sell their stock for a price in excess of the prevailing market
price.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our interest income on cash and marketable securities is affected by
changes in interest rates in the United States. Through March 31, 2003, changes
in these rates have had a significant effect on our company. Interest rates
earned on invested funds have fallen by over 50% since December 2000. We believe
that there may be future exposure to interest rate market risk.
35
Our investments are primarily held in commercial paper which are affected
by equity price market risk and other factors. We do not anticipate that
exposure to these risks will have a material impact on us, due to the nature of
our investments.
We have no history of, and do not anticipate in the future, investing in
derivative financial instruments. Most transactions with international customers
for our Universal Content Management software, particularly Europe, are entered
into in foreign currencies whereas most transactions entered into for our
Content Management software are entered into in U.S. dollars. Transactions that
are currently entered into in foreign currency are not anticipated to have
significant exchange gains or losses. Thus, the exposure to market risk is not
material.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Financial Statements and notes thereto incorporated by reference from
page F-1 of this Annual Report on Form 10-K, and quarterly results incorporated
by reference from Item 7 of this Annual Report on Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) Directors of the Registrant
Incorporated herein by reference is the information appearing under the
headings "Election of Directors" and "Section 16(a) Beneficial Ownership
Reporting Compliance" in our definitive Proxy Statement for the annual meeting
of Shareholders to be held on August 27, 2003 (the "Proxy Statement").
(b) Executive Officers of the Registrant
Incorporated herein by reference is the information appearing herein under
Item 4a.
(c) Compliance with Section 16(a) of the Exchange Act
Incorporated by reference is the information appearing under the heading
"Section 16(a) Beneficial Ownership Reporting Compliance" in our definitive
Proxy Statement.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated herein by reference is the information appearing under the
headings "Executive Compensation" in our Proxy Statement.
36
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
EQUITY COMPENSATION PLAN INFORMATION
The following table provides information as of March 31, 2003 for
compensation plans under which equity securities may be issued.
(A) (B) (C)
-------------------- -------------------- ---------------------
NUMBER OF SECURITIES
REMAINING AVAILABLE
FOR FUTURE ISSUANCE
NUMBER OF SECURITIES UNDER EQUITY
TO BE ISSUED UPON WEIGHTED-AVERAGE COMPENSATION PLANS
EXERCISE OF EXERCISE PRICE OF (EXCLUDING SECURITIES
OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, REFLECTED IN COLUMN
PLAN CATEGORY WARRANTS AND RIGHTS WARRANTS AND RIGHTS (A))
------------- -------------------- -------------------- ---------------------
Equity Compensation Plans Approved by
Security Holders...................... 3,382,631 $11.57 1,323,018(1)
Equity Compensation Plans Not Approved
by Security Holders................... 1,527,035 $17.20 1,879,705(2)
---------- ------ ----------
Total............................ 4,909,666 $13.32 3,202,723
---------- ------ ----------
-------------------------
(1) Includes securities available for future issuance under shareholder approved
compensation plans other than upon the exercise of an outstanding option,
warrant or right, as follows: 256,115 shares under the 1994-1997 Stock
Option Plan, 110,000 shares under the 1997 Director Stock Option Plan, and
956,903 under the 2000 Stock Incentive Plan.
(2) Includes securities available for future issuance under non-shareholder
approved compensation plans other than upon the exercise of an outstanding
option, warrant or right, as follows: 794,200 shares under the 1999 Stock
Option Plan, 0 shares under the InfoAcess, Inc. 1995 Stock Option Plan, and
1,085,505 under the 2000 Employee Stock Incentive Plan.
EQUITY COMPENSATION PLANS NOT APPROVED BY SECURITY HOLDERS
STELLENT, INC. 1999 EMPLOYEE STOCK OPTION AND COMPENSATION PLAN
In November 1999, the Board adopted the 1999 Employee Stock Option and
Compensation Plan (the "1999 Plan"). The 1999 Plan has not been approved by the
shareholders of the Company.
Shares Subject to the 1999 Plan. As of March 31, 2003, 160,450 shares of
the Company's common stock were subject to outstanding awards granted and
794,200 shares remained available for future award grants under the 1999 Plan.
If any award granted pursuant to the 1999 Plan expires or terminates without
being exercised in full, the unexercised shares released from such award will
again become available for issuance under the 1999 Plan. The number of shares
available for future grant and previously granted but unexercised awards are
subject to adjustment for any future stock dividends, splits, combinations, or
other changes in capitalization as described in the 1999 Plan.
Plan Administration. The 1999 Plan is administered by a committee of two or
more members of the Board or if the Board has not designated a committee, the
Board will constitute the committee and administer the 1999 Plan.
Eligibility. All employees of the Company and its subsidiaries who are not
also officers or directors of the Company, and consultants to the Company or its
subsidiaries, are eligible to receive awards under the 1999 Plan.
Incentive and Non-Statutory Stock Options. Both incentive stock options and
non-statutory stock options may be granted under the terms of the 1999 Plan.
However, since the 1999 Plan has not been approved by the Company's
shareholders, under the Internal Revenue Code of 1986, as amended, incentive
stock options may
37
not be granted under the 1999 Plan. The exercise price of an option is
determined by the committee. The exercise price may not be less than 100% of the
fair market value, as defined in the 1999 Plan, of the Company's common stock on
the date the option is granted. Stock options may be granted and exercised at
such times as the committee may determine, provided that the term shall not
exceed ten years and one day from the date of grant. The purchase price for
common stock purchased upon the exercise of stock options may be payable in
cash, uncertified or certified check, bank draft, by delivery of shares of
Company common stock having a fair market value on the date the option is
exercised equal to all or any part of the option price of the stock being
purchased, by instructing the Company to withhold from the shares of common
stock issuable upon exercise of the stock option shares having fair market value
on the date the option is exercised equal to all or any part of the option price
of the stock being purchased or any other manner authorized by the committee.
Stock Appreciation Rights. A stock appreciation right may be granted under
the 1999 Plan with or without reference to any related stock option. The
recipient of a stock appreciation right receives, without payment to the
Company, a number of shares of common stock, cash or any combination thereof,
the amount of which is determined by dividing: (x) the number of shares of
common stock as to which the stock appreciation right is exercised multiplied by
the amount by which the fair market value of the shares on the exercise date
exceeds the purchase price of shares of common stock under the related stock
option or, if there is no related stock option, an amount determined by the
committee at the time of grant, by (y) the fair market value of a share of
common stock on the exercise date.
Performance Shares. A performance share consists of an award that is paid
in shares of common stock. Performance shares entitle the recipient to payment
in amounts determined by the committee based upon the achievement of specified
performance targets during a specified term. Performance shares may be subject
to additional terms and conditions as determined by the committee.
Restricted Stock and Other Stock-Based Awards. The committee may grant,
either alone or in combination with other types of awards, restricted stock and
other stock-based awards. Restricted stock may contain such restrictions,
including provisions requiring forfeiture and imposing restrictions on stock
transfer, as the committee may determine. To enforce the restrictions imposed by
the committee, a recipient must enter into an agreement with the Company setting
forth the conditions of the grant.
Acceleration of Awards, Lapse of Restrictions, Forfeiture. The committee
may provide in a recipient's agreement for the lapse or waiver of restrictions
or conditions on restricted stock or other awards, or acceleration of the
vesting of stock options, stock appreciation rights and other awards, or
acceleration of the term with respect to which the achievement of performance
targets for performance shares is determined in the event of a fundamental
change in the corporate structure of the Company, or the replacement of the
majority of the Board members within a period of less than two years by
directors not nominated and approved by the Board, or, upon a change of control
of the Company or a recipient's death, disability or retirement. Options and
stock appreciation rights automatically vest upon death or disability, unless
otherwise provided in a recipient's agreement, or upon the occurrence of a
change in control of the Company. If a recipient's employment or other
relationship with the Company or its affiliates is terminated for any reason
other than death or disability, then any unexercised portion of such recipient's
award will generally be forfeited, except as provided in the 1999 Plan or such
recipient's agreement or by the committee.
Adjustments, Modifications, Termination. The 1999 Plan gives the committee
discretion to adjust the kind and number of shares available for awards or
subject to outstanding awards, the limitations on the number and type of
securities that may be issued to an individual recipient, the exercise price of
outstanding stock options, and performance targets for, and payments under,
outstanding awards of performance shares upon mergers, recapitalizations, stock
dividends, stock splits or similar changes affecting the Company. Adjustments in
performance targets and payments on performance shares are also permitted upon
the occurrence of such other events as may be specified by the committee. The
1999 Plan also gives the Board the right to terminate, suspend or modify the
1999 Plan. Amendments to the 1999 Plan are subject to shareholder approval,
however, if needed to comply with applicable laws or regulations. The committee
may generally also alter or amend any agreement covering an award granted under
the 1999 Plan to the extent permitted by law.
38
Under the 1999 Plan, the committee generally may cancel outstanding stock
options and stock appreciation rights in exchange for the payment of cash or
other consideration to the recipients upon dissolutions, liquidations, mergers,
statutory share exchanges or similar events involving the Company.
STELLENT, INC. 2000 EMPLOYEE STOCK INCENTIVE PLAN
In May 2000, the Board adopted the 2000 Employee Stock Incentive Plan (the
"2000 Employee Plan"). The Plan was amended in October 2001. The 2000 Employee
Plan has not been approved by the shareholders of the Company.
Shares Subject to the 2000 Employee Plan. As of March 31, 2003, 1,105,466
shares of the Company's common stock were subject to outstanding awards granted
and 1,085,505 shares remained available for future award grants under the 2000
Employee Plan. If any award granted pursuant to the 2000 Employee Plan expires
or terminates without being exercised in full, the unexercised shares released
from such award will again become available for issuance under the 2000 Employee
Plan. The number of shares available for future grant and previously granted but
unexercised awards are subject to adjustment for any future stock dividends,
splits, combinations, or other changes in capitalization as described in the
2000 Employee Plan.
Plan Administration. The 2000 Employee Plan is administered by a committee
of three or more members of the Board or if the Board has not designated a
committee, the Board will constitute the committee and administer the 2000
Employee Plan. The committee may delegate all or any part of its
responsibilities under the 2000 Employee Plan to officers or other persons for
purposes of determining and administering awards.
Eligibility. All employees of the Company and its affiliates are eligible
to receive awards under the 2000 Employee Plan. Awards may be granted by the
committee to any individuals or entities who are not employees of the Company,
but who provide services to the Company or its affiliates as a consultant or
adviser.
Non-Qualified Stock Options. Non-qualified stock options may be granted
under the 2000 Employee Plan. The exercise price of an option is determined by
the committee. The exercise price for stock options may not be less than 100% of
the fair market value of the Company's common stock on the date the option is
granted. Stock options may be granted and exercised at such times as the
committee may determine. No more than 500,000 shares of common stock underlying
stock options and stock appreciation rights may be granted to any one person in
any year. The purchase price for common stock purchased upon the exercise of
stock options may be payable in cash, in the Company's common stock having a
fair market value on the date the option is exercised equal to the option price
of the stock being purchased, or a combination of cash and stock, as provided in
each stock option agreement. In addition, the committee may permit recipients of
stock options to simultaneously exercise options and sell the common stock
purchased upon exercise and to use the sale proceeds to pay the purchase price.
Stock Appreciation Rights and Performance Shares. The recipient of a stock
appreciation right receives all or a portion of the amount by which the fair
market value of a specified number of shares, as of the date the right is
exercised, exceeds a price specified by the committee at the time the right is
granted. The price specified by the committee must be at least 100% of the fair
market value of the Company's common stock on the date the right is granted. No
more than 500,000 shares of stock underlying stock appreciation rights and stock
options may be awarded to any one person in any year. Performance shares entitle
the recipient to payments in amounts determined by the committee based upon the
achievement of specified performance targets during a specified term. No person
may receive performance shares relating to more than 500,000 shares of the
Company's common stock in any year. Payments with respect to stock appreciation
rights and performance shares may be paid in cash, shares of the Company's
common stock, or a combination of cash and shares, as determined by the
committee.
Restricted Stock and Other Stock-Based Awards. The committee may grant,
either alone or in combination with other types of awards, restricted stock and
other stock-based awards. Restricted stock may contain such restrictions,
including provisions requiring forfeiture and imposing restrictions on stock
transfer, as the committee may determine and set forth in each restricted stock
agreement. No award of restricted stock
39
may vest earlier than one year from the date of grant, except as provided in
each restricted stock agreement. No more than 400,000 of the shares of common
stock subject to the 2000 Employee Plan may be granted as restricted stock
subject to performance conditions or subject to other stock-based awards.
Acceleration of Awards, Lapse of Restrictions, Forfeiture. The committee
may provide in an award agreement for the lapse or waiver of restrictions or
conditions on restricted stock or other awards, or acceleration of the vesting
of stock options, stock appreciation rights and other awards, or acceleration of
the term with respect to which the achievement of performance targets for
performance shares is determined in the event of a fundamental change in the
corporate structure of the Company, upon a change of control of the Company or
upon a recipient's death, disability or retirement. If a recipient's employment
or other relationship with the Company or its affiliates is terminated for any
reason, then any unexercised portion of such employee's award will generally be
forfeited, except as provided in that employee's award agreement or by the
committee.
Adjustments, Modifications, Termination. The 2000 Employee Plan gives the
committee discretion to adjust the kind and number of shares available for
awards or subject to outstanding awards, the limitations on the number and type
of securities that may be issued to an individual participant, the exercise
price of outstanding stock options, and performance targets for, and payments
under, outstanding awards of performance shares upon a merger, recapitalization,
stock dividend, stock split or similar change affecting the Company. Adjustments
in performance targets and payments on performance shares are also permitted
upon the occurrence of such other events as may be specified by the committee.
The 2000 Employee Plan also gives the Board the right to terminate, suspend or
modify the 2000 Employee Plan. Amendments to the 2000 Employee Plan are subject
to shareholder approval, however, only if needed to comply with any applicable
law or regulation. Termination, suspension or modification of the 2000 Employee
Plan generally may not materially and adversely affect any right an individual
participant may have acquired before the termination, suspension or
modification, unless otherwise provided in that individual's award agreement, or
otherwise, or required by law. The Company (with the approval of the committee)
may amend any agreement covering an award granted under the 2000 Employee Plan
unless the committee determines that the amendment would be materially adverse
to the recipient and is not required by law. Under the 2000 Employee Plan, the
committee generally may cancel outstanding stock options and stock appreciation
rights in exchange for the payment of cash or other consideration to the
recipients upon dissolutions, liquidations, mergers, statutory share exchanges
or similar events involving the Company.
INFOACCESS PLANS
In connection with the acquisition of InfoAccess, Inc. by the Company on
September 29, 1999, the Company assumed the (1) InfoAccess, Inc. 1990 Stock
Option Plan (the "InfoAccess 1990 Plan") and (2) InfoAccess, Inc. 1995 Stock
Option Plan (the "InfoAccess 1995 Plan" and together with the InfoAccess 1990
Plan, the "InfoAccess Plans"). The InfoAccess 1990 Plan was approved by the
InfoAccess, Inc. shareholders on July 26, 1991 and the InfoAccess 1995 Plan was
approved by the InfoAccess, Inc. shareholders on May 10, 1995, but the
InfoAccess Plans have not been approved by the shareholders of the Company.
Shares Subject to the InfoAccess Plans. As of March 31, 2003, (a) no shares
of the Company's common stock were subject to outstanding awards granted under
the InfoAccess 1990 Plan and no shares remained available for future award
grants under the InfoAccess 1990 Plan and (b) 36,119 shares of the Company's
common stock were subject to outstanding awards granted under the InfoAccess
1995 Plan and no shares remained available for future award grants under the
InfoAccess 1995 Plan. No additional stock options may be granted under either of
the InfoAccess Plans.
Plan Administration. The InfoAccess 1990 Plan is administered by the
compensation committee of the Board, unless the compensation committee is not
duly constituted at which time the Board may administer the InfoAccess 1990
Plan. The InfoAccess 1995 Plan is administered by the Board or a committee
appointed by the Board. The Board or committee has the authority, subject to the
terms of the specific InfoAccess Plan, to
40
interpret provisions of that InfoAccess Plan and the options granted under them
and to adopt rules and regulations for administering that InfoAccess Plan.
Eligibility. All employees of InfoAccess were eligible to receive option
grants under the InfoAccess Plans prior to their adoption by the Company.
Non-statutory stock options could also be granted under the InfoAccess 1995 Plan
prior to its adoption by the Company to individuals or entities that were not
employees of InfoAccess, Inc., but that provided services to InfoAccess, Inc. or
its affiliates as consultants or independent contractors.
Types of Awards under the InfoAccess Plans. Both incentive stock options
and non-statutory stock options could be granted under both of the InfoAccess
Plans. The exercise price of an option was determined by the committee of the
board of directors of InfoAccess, Inc. administering the InfoAccess Plans at the
time of the grant. The exercise price for incentive stock options under the
InfoAccess 1990 Plan and all options under the InfoAccess 1995 Plan could not be
less than 100% of the fair market value of the shares on the date of the grant.
The exercise price for incentive stock options granted to persons who
beneficially owned 10% or more of the outstanding stock of InfoAccess, Inc. at
the time of the grant could not be less than 110% of the fair market value of
the shares on the date of grant. The exercise price for non-qualified stock
options under the InfoAccess 1990 Plan may be less than, equal to or greater
than the fair market value of the common stock of InfoAccess, Inc. on the date
the option was granted. The number of shares and purchase price of each
recipient's option grant has been adjusted to reflect the exchange ratio of
InfoAccess, Inc. shares for the Company's shares in the merger of the companies.
Stock options were granted and may be exercised at such times as the committee
of the board of directors of InfoAccess, Inc. administering the InfoAccess Plans
at the time of the grant determined; however, under the InfoAccess 1995 Plan, if
no exercise schedule is set forth in a recipient's agreement, 25% of the shares
subject to the option shall vest two years following the start of the
recipient's continuous relationship with the Company, and an additional 25% of
the shares subject to the option shall vest following each additional year of
the recipient's continuous relationship with the Company. The purchase price for
common stock purchased upon the exercise of stock options may be payable in cash
or the committee may, subject to approval by the Board, permit recipients of
stock options to deliver a promissory note as full or partial payment for the
exercise of a stock option. In addition, under the InfoAccess 1995 Plan, shares
may be purchased in the Company's common stock, that a recipient has held at
least six months, having a fair market value on the date the option is exercised
equal to the option price of the stock being purchased.
Termination of Employment or Relationship.
InfoAccess 1990 Plan. If a recipient's employment with the Company or its
affiliates is terminated, then any unexercised portion of such recipient's
option grants will be forfeited, except as provided in the InfoAccess 1990 Plan
or such recipient's option agreement; provided that: (a) if a recipient's
employment with the Company or its affiliates is terminated by such recipient's
death while such recipient is an employee of the Company or its affiliates, or
during the period in which options granted under the InfoAccess 1990 Plan may be
exercised due to the termination of such recipient's employment based on such
recipient's dismissal other than for cause, disability or qualified retirement,
such recipient's legal representative may exercise vested but unexercised
options granted to that recipient under the InfoAccess 1990 Plan for a period of
one year after that recipient's death, subject to the expiration of the option
under the terms of such recipient's option agreement; (b) if a recipient's
employment with the Company or its affiliates is terminated by such recipient's
dismissal (other than for cause, as defined in the InfoAccess 1990 Plan) or
qualified retirement, such recipient may exercise vested but unexercised options
granted under the InfoAccess 1990 Plan for a period of three months after such
recipient's termination date, subject to the expiration of the option under the
terms of such recipient's agreement; and (c) if a recipient's employment with
the Company or its affiliates is terminated by such recipient's disability, as
defined in the InfoAccess 1990 Plan, such recipient may exercise vested but
unexercised options granted under the InfoAccess 1990 Plan for a period of one
year after such recipient's termination date, subject to the expiration of the
option under the terms of such recipient's agreement.
InfoAccess 1995 Plan. If a recipient's relationship with the Company or its
affiliates is terminated for any reason other than for cause (as defined in the
InfoAccess 1995 Plan), death or total disability, then any
41
portion of the recipient's option grant that is vested but unexercised may be
exercised for a period of thirty days following the termination of employment,
unless the option by its terms expires earlier, and except as otherwise provided
in the InfoAccess 1995 Plan or such recipient's agreement. If a recipient's
relationship with the Company or its affiliates is terminated for cause, as
defined in the InfoAccess 1995 Plan, such recipient's options granted under the
InfoAccess 1995 Plan will automatically terminate as of the first discovery by
the Company of any reason for that recipient's termination for cause. If a
recipient's employment with the Company or its affiliates is terminated by such
recipient's total disability, as defined in the InfoAccess 1995 Plan, such
recipient may exercise vested but unexercised options granted under the
InfoAccess 1995 Plan for a period of three months after such recipient's
termination date, subject to the expiration of the option under the terms of
such recipient's agreement. If a recipient's employment with the Company or its
affiliates is terminated by such recipient's death while an employee of the
Company or its affiliates, or during the period in which options granted under
the InfoAccess 1995 Plan may be exercised due to the termination of such
recipient's employment with the Company or its affiliates other than for cause
(as defined in the InfoAccess 1995 Plan) or such recipient's total disability,
such recipient's legal representative may exercise vested but unexercised
options granted to that recipient under the InfoAccess 1995 Plan for a period of
one year after that recipient's death, subject to the expiration of the option
under the terms of such recipient's option agreement.
Adjustments and Modifications. The InfoAccess 1995 Plan provides that each
option will be proportionately adjusted for any increase or decrease in the
number of issued shares of common stock of the Company resulting from a split-up
or consolidation of shares or any like capital adjustment, or the payment of any
stock dividend. The InfoAccess 1990 Plan gives the committee discretion to
adjust the kind and number of shares subject to outstanding grants, and the
exercise price of outstanding stock options upon mergers, consolidations,
reorganizations, recapitalizations, stock dividends, stock splits, combinations
of shares, exchanges of shares, or similar changes affecting the Company. The
InfoAccess Plans each give the Board the right to terminate, suspend, or modify
the corresponding InfoAccess Plan as long as the rights and obligation related
to outstanding option grants are not adversely affected.
MERRILL LYNCH WARRANTS
In February 2000, the Company issued Merrill, Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch") a warrant with a five-year term in exchange for
various product related marketing services. The warrant entitles Merrill Lynch
to purchase up to 150,000 shares of the Company's common stock at an exercise
price of $35.89 per share. As of March 31, 2003, all of the shares have vested.
The purchase price for common stock purchased upon the exercise of the warrant
may be payable by certified bank check or by canceling a portion of the common
stock to be purchased by Merrill Lynch under the warrant and using the proceeds
from difference between the fair market value of the cancelled shares and the
exercise price of such cancelled shares to pay for the remaining shares. Merrill
Lynch may transfer the warrant provided that a registration statement under the
Securities Act covering the warrant or its underlying shares remains effective
or Merrill Lynch delivers an opinion of counsel that a transfer of the warrant
or the underlying shares is exempt from registration under the Securities Act
and applicable state securities laws. The number of shares is subject to
adjustment for any future stock dividends, splits, combinations, or other
changes in capitalization as described in the warrant.
In June 2000 and September 2000, the Company issued Merrill Lynch
additional warrants with a five-year term in exchange for various product
related marketing services. These warrants entitle Merrill Lynch to purchase up
to an aggregate of 50,000 shares of the Company's common stock at an exercise
price of $41.2125 per share and up to an aggregate of 25,000 shares of the
Company's common stock at an exercise price of $45.925 per share. As of March
31, 2003, all shares have vested. The purchase price for common stock purchased
upon the exercise of the warrants may be payable by certified bank check or by
canceling a portion of the common stock to be purchased by Merrill Lynch under
the warrant and using the proceeds from difference between the fair market value
of the cancelled shares and the exercise price of such cancelled shares to pay
for the remaining shares. Merrill Lynch may transfer the warrants provided that
a registration statement under the Securities Act covering the warrants or their
underlying shares remains effective or
42
Merrill Lynch delivers an opinion of counsel that a transfer of the warrants or
the underlying shares are exempt from registration under the Securities Act and
applicable state securities laws. The number of shares is subject to adjustment
for any future stock dividends, splits, combinations, or other changes in
capitalization as described in the warrants.
Incorporated herein by reference is the information appearing under the
heading "Security Ownership of Principal Shareholders" in our Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated herein by reference is the information appearing under the
heading "Certain Relationships and Related Transactions" in our Proxy Statement.
ITEM 14. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
Our President and Chief Executive Officer and Chief Financial Officer
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-14(c) and 15d-14(c)
under the Securities Exchange Act of 1934, within 90 days of the filing date of
this report (the "Evaluation Date"). Based on this evaluation, our President and
Chief Executive Officer and Chief Financial Officer concluded as of the
Evaluation Date that our disclosure controls and procedures were effective such
that the material information required to be included in our SEC reports is
recorded, processed, summarized and reported within the time periods specified
in SEC rules and forms relating to us, including our consolidated subsidiaries
and was made known to them by others within those entities, particularly during
the period when this report was being prepared.
(b) Changes in Internal Controls
There were no significant changes in our internal controls or in other
factors that could significantly affect these controls subsequent to the
Evaluation Date. We have not identified any significant deficiencies or material
weaknesses in our internal controls, and therefore there were no corrective
actions taken.
ITEM 15. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The disclosure for this item is not yet required.
43
PART IV
ITEM 16. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Documents filed as part of this report:
1. Financial Statements:
PAGE NUMBER IN THIS
DESCRIPTION ANNUAL REPORT
----------- -------------------
Audited Financial Statements:
Report of Independent Auditors....................... F-2
Consolidated Balance Sheets.......................... F-3
Consolidated Statements of Operations................ F-4
Consolidated Statements of Shareholders' Equity...... F-5
Consolidated Statements of Cash Flows................ F-6
Notes to Financial Statements........................ F-7
2. The following consolidated financial statement schedules of our
company are included in Item 16(d):
Schedule II Valuation and Qualifying Accounts
3. See Item 16(c) below for a listing of exhibits filed as part of
this Annual Report on Form 10K.
(b) Reports on Form 8-K
No reports on Form 8-K were filed for the quarter ended March 31, 2003.
(c) Exhibits:
The following exhibits are filed as part of this Annual Report on Form 10-K
for the year ended March 31, 2003.
EXHIBITS
FILE DESCRIPTION REFERENCE
---- ----------- ---------
3.1 Amended and Restated Articles of Incorporated by reference to Exhibit 3.1
Incorporation of the Registrant's Form 8-K dated August
29, 2001.
3.2 Bylaws Incorporated by reference to Exhibit 4.2
of the Registrant's Registration
Statement on Form S-8, File No.
333-75828.
4.1 Share Rights Agreement between the Incorporated by reference to Exhibit 99.1
Registrant and Wells Fargo Bank of the Registrant's Registration
Minnesota, N.A., as Rights Agent, dated Statement on Form 8-A12G, File No.
as of May 29, 2002 000-19817, filed June 3, 2002.
4.7 Warrant to purchase 225,000 shares of Incorporated by reference to Exhibit 4.7
common stock to Merrill, Lynch, Pierce, of the Registrant's form 10-K for the
Fenner & Smith dated February 22, 2000 fiscal year ended March 31, 2001.
10.1 Stellent, Inc. 1994-1997 Stock Option and Incorporated by reference to Exhibit A of
Compensation Plan* the Registrant's Definitive Proxy
Statement Schedule 14A, filed with the
Securities and Exchange Commission July
28, 1998
44
FILE DESCRIPTION REFERENCE
---- ----------- ---------
10.2 InfoAccess, Inc. 1990 Stock Option Plan Incorporated by reference to Exhibit 99.1
as amended September 29, 1999 of the Registrant's Registration
Statement on Form S-8, File No. 333-90843
10.3 InfoAccess, Inc. 1995 Stock Option Plan Incorporated by reference to Exhibit 99.2
as amended September 29, 1999 of the Registrant's Registration
Statement on Form S-8, File No. 333-90843
10.5 Stellent, Inc. 1999 Employee Stock Option Incorporated by reference to Exhibit
and Compensation Plan 10.31 of the Registrant's Form 10-Q for
the three months ended September 30, 1999
10.6 Stellent, Inc. 2000 Stock Incentive Plan* Incorporated by reference to Exhibit B to
the Registrant's Definitive Proxy
statement on Schedule 14A, filed with the
Securities and Exchange Commission on
July 25, 2000
10.7 Stellent, Inc. amended and restated 2000 Incorporated by reference to Exhibit
Employee Stock Incentive Plan* 10.34 of the Registrant's Form 10-Q for
the three months ended September 30, 2001
10.8 Stellent, Inc. Amended and Restated 1997 Incorporated by reference to Exhibit B of
Directors Stock Option Plan* the Registrant's Definitive Proxy
Statement Schedule 14A, filed with the
Securities and Exchange Commission July
26, 2002
10.9 Stellent, Inc. Employee Stock Purchase Incorporated by reference to Exhibit A of
Plan the Registrant's Definitive Proxy
Statement filed with the Securities and
Exchange Commission July 29, 1999
10.37 Employment Agreement Dated April 1, 2001, Incorporated by reference to Exhibit
by and between the Registrant and Gregg 10.37 of the Registrant's Form 10-Q for
A. Waldon* the quarter ended June 30, 2001.
10.38 Employment Agreement Dated October 1, Incorporated by reference to Exhibit
2001, by and between the Registrant and 10.38 of the Registrant's Form 10-Q for
Vernon J. Hanzlik* the quarter ended September 30, 2001.
10.41 Employment Agreement Dated April 1, 2001 Incorporated by reference to Exhibit
by and between the Registrant and Daniel 10.41 of the Registrant's Form 10-Q for
Ryan * the quarter ended September 30, 2001.
10.42 Employment Agreement Dated March 9, 2001 Incorporated by reference to Exhibit
by and between the Registrant and Mitch 10.42 of the Registrant's Form 10-Q for
Berg* the quarter ended September 30, 2001.
10.43 Addendum to Employment Agreement dated Incorporated by reference to Exhibit
March 27, 2002 by and between the 10.43 of the Registrant's Form 10-K for
Registrant and Gregg Waldon* the fiscal year ended March 31, 2002.
10.44 Addendum to Employment Agreement dated Incorporated by reference to Exhibit
March 27, 2002 by and between the 10.44 of the Registrant's Form 10-K for
Registrant and Dan Ryan* the fiscal year ended March 31, 2002.
10.45 Addendum to Employment Agreement dated Incorporated by reference to Exhibit
March 27, 2002 by and between the 10.45 of the Registrant's Form 10-K for
Registrant and Mitch Berg* the fiscal year ended March 31, 2002.
10.46 French Annex to the Stellent, Inc. 2000 Incorporated by reference to Exhibit
Stock Incentive Plan 10.46 of the Registrant's Form 10-K for
the fiscal year ended March 31, 2002.
45
FILE DESCRIPTION REFERENCE
---- ----------- ---------
10.47 Transition Agreement Dated March 31, 2003 Previously Filed
by and between the Registrant and Vernon
J. Hanzlik*
10.48 Employment Agreement Dated April 1, 2003 Previously Filed
by and between the Registrant and Vernon
J. Hanzlik*
21 Subsidiaries of Registrant Previously Filed
23 Consent of Grant Thornton LLP Electronic transmission
24 Power of Attorney Previously Filed
31.1 Certification by Robert F. Olson, Electronic transmission
Chairman of the Board, President and
Chief Executive Officer, pursuant to
Section 302 of the Sarbanes-Oxley Act of
2002.
31.2 Certification by Gregg A. Waldon, Electronic transmission
Executive Vice President, Chief Financial
Officer, Secretary and Treasurer,
pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32.1 Certification by Robert F. Olson, Electronic transmission
Chairman of the Board, President and
Chief Executive Officer, pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002.
32.2 Certification by Gregg A. Waldon, Electronic transmission
Executive Vice President, Chief Financial
Officer, Secretary and Treasurer,
pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
---------------
* Management contract, compensation plan or arrangement.
46
(d) Schedule Stellent, Inc and Subsidiaries
SCHEDULE II VALUATION OF QUALIFYING ACCOUNTS
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- ---------- --------- ---------- ----------
BALANCE AT BALANCE AT
BEGINNING END OF
DESCRIPTION OF PERIOD ADDITIONS DEDUCTIONS PERIOD
----------- ---------- --------- ---------- ----------
(IN THOUSANDS)
Deducted From Assets:
Allowance for doubtful accounts:
Year ended March 31, 2001........................ $ 530 $3,273* $1,660 $2,143
====== ====== ====== ======
Year ended March 31, 2002........................ $2,143 $2,105 $2,911 $1,337
====== ====== ====== ======
Year ended March 31, 2003........................ $1,337 $3,679 $3,616 $1,400
====== ====== ====== ======
---------------
* Includes $1,389 of additions resulting from the acquisition of CCD in July
2000, not recognized as expense, and a valuation allowance related to foreign
currency transactions.
47
REPORT OF INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS ON SCHEDULE
To the Board of Directors and Shareholders
Stellent, Inc.
In connection with our audits of the consolidated financial statements of
Stellent, Inc. and subsidiaries referred to in our report dated April 28, 2003,
which is included in the Annual Report to Shareholders and incorporated by
reference in Part II of this form, we have also audited Schedule II for each of
the three years in the period ended March 31, 2003. In our opinion, this
schedule, when considered in relation to the basic financial statements taken as
a whole, presents fairly, in all material respects, the information required to
be set forth therein.
/s/ GRANT THORNTON LLP
Minneapolis, Minnesota
April 28, 2003
48
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to be
signed on its behalf by the undersigned thereunto duly authorized, on April 21,
2004.
STELLENT, INC.
By: /s/ ROBERT F. OLSON
------------------------------------
Robert F. Olson , Chief Executive
Officer and President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amendment No. 1 has been signed by the following persons on behalf of the
registrant and in the capacities indicated on April 21, 2004.
/s/ ROBERT F. OLSON
--------------------------------------
Robert F. Olson,
Chairman of the Board,
Chief Executive Officer and President
(Principal Executive Officer)
/s/ GREGG A. WALDON
--------------------------------------
Gregg A. Waldon,
Chief Financial Officer,
Secretary, Treasurer
(Principal Financial Officer
and Principal Accounting Officer)
*
--------------------------------------
Kenneth H. Holec, Director
*
--------------------------------------
Philip E. Soran, Director
*
--------------------------------------
Raymond A. Tucker, Director
*
--------------------------------------
Steven C. Waldron, Director
---------------
* Gregg A. Waldon, by signing his name hereto, does hereby sign this document on
behalf of each of the above-named officers and directors of the registrant
pursuant to powers of attorney duly executed by such persons.
By /s/ GREGG A. WALDON
------------------------------
Gregg A. Waldon
Attorney-in-Fact
49
STELLENT, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE
----
Report of Independent Certified Public Accountants.......... F-2
Consolidated Balance Sheets as of March 31, 2002 and 2003... F-3
Consolidated Statements of Operations for the years ended
March 31, 2001, 2002 and 2003............................. F-4
Consolidated Statements of Shareholders' Equity for the
years ended March 31, 2001, 2002 and 2003................. F-5
Consolidated Statements of Cash Flows for the years ended
March 31, 2001, 2002 and 2003............................. F-6
Notes to Consolidated Financial Statements.................. F-7
F-1
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors and Shareholders
Stellent, Inc.
We have audited the accompanying consolidated balance sheets of Stellent,
Inc. and subsidiaries as of March 31, 2002 and 2003, and the related
consolidated statements of operations, shareholders' equity, and cash flows for
each of the three years in the period ended March 31, 2003. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Stellent, Inc. and subsidiaries as of March 31, 2002 and 2003 and the
consolidated results of their operations and their consolidated cash flows for
each of the three years in the period ended March 31, 2003 in conformity with
accounting principles generally accepted in the United States of America.
As discussed in Note 1 to the consolidated financial statements, the
Company adopted Statement of Financial Accounting Standards No. 142, Goodwill
and Other Intangible Assets on April 1, 2002.
/s/ GRANT THORNTON LLP
Minneapolis, Minnesota
April 28, 2003
F-2
STELLENT, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
MARCH 31,
--------------------
2002 2003
-------- --------
ASSETS
Current assets
Cash and equivalents...................................... $ 26,656 $ 37,439
Short-term marketable securities.......................... 61,822 28,497
Trade accounts receivable, net............................ 18,576 15,602
Prepaid royalties, current portion........................ 3,383 2,335
Prepaid expenses and other current assets................. 6,229 3,423
-------- --------
Total current assets.............................. 116,666 87,296
Long-term marketable securities............................. 7,680 15,233
Property and equipment, net................................. 6,054 4,830
Prepaid royalties, net of current portion................... 3,011 1,934
Goodwill, net............................................... 11,453 12,703
Other acquired intangible assets, net....................... 11,235 4,837
Deferred income taxes....................................... 4,894 --
Investments in and notes with other companies............... 3,122 1,136
Other....................................................... 1,811 1,740
-------- --------
$165,926 $129,709
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable.......................................... $ 2,264 $ 2,287
Deferred revenues, current portion........................ 6,556 9,187
Commissions payable....................................... 1,000 1,353
Accrued expenses and other................................ 3,996 4,646
-------- --------
Total current liabilities......................... 13,816 17,473
Deferred revenue, net of current portion.................... 123 --
-------- --------
Total liabilities................................. 13,939 17,473
Commitments and contingencies............................... -- --
Shareholders' equity
Capital stock, $0.01 par value, 100,000 shares authorized
Preferred stock, 10,000 shares authorized, no shares
issued and outstanding at March 31, 2002 and 2003..... -- --
Common stock, 90,000 shares authorized, 22,660 and
22,874 shares issued and 22,399 and 21,856 shares
outstanding at March 31, 2002 and 2003................ 224 219
Additional paid-in capital................................ 194,197 186,604
Accumulated deficit....................................... (42,502) (74,902)
Accumulated other comprehensive income.................... 68 315
-------- --------
Total shareholders' equity........................ 151,987 112,236
-------- --------
Total liabilities and shareholders' equity........ $165,926 $129,709
======== ========
The accompanying notes are an integral part of the consolidated financial
statements.
F-3
STELLENT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
YEAR ENDED MARCH 31,
--------------------------------
2001 2002 2003
-------- -------- --------
Revenues
Product licenses......................................... $ 53,853 $ 66,908 $ 40,364
Services................................................. 12,868 21,432 25,070
-------- -------- --------
Total revenues........................................ 66,721 88,340 65,434
Cost of revenues
Product licenses......................................... 3,899 5,005 6,480
Amortization of capitalized software from acquisitions... 700 966 1,892
Services................................................. 7,190 13,392 12,146
-------- -------- --------
Total cost of revenues................................ 11,789 19,363 20,518
-------- -------- --------
Gross profit.......................................... 54,932 68,977 44,916
Operating expenses
Sales and marketing...................................... 29,448 46,672 38,343
General and administrative............................... 9,016 11,884 11,301
Research and development................................. 9,756 17,601 15,766
Acquisition and related costs............................ 775 237 1,127
Amortization of acquired intangible assets and other..... 9,808 12,914 6,635
Acquired in-process research and development............. 10,400 -- --
Restructuring charges.................................... -- -- 4,368
-------- -------- --------
Total operating expenses.............................. 69,203 89,308 77,540
-------- -------- --------
Loss from operations....................................... (14,271) (20,331) (32,624)
Other income (expense)
Interest income, net..................................... 7,000 3,755 1,957
Investment impairment.................................... (400) (5,722) (1,733)
-------- -------- --------
Net loss.............................................. $ (7,671) $(22,298) $(32,400)
======== ======== ========
Net loss per common share -- basic and diluted............. $ (0.36) $ (1.00) $ (1.45)
======== ======== ========
Weighted average shares outstanding
Basic and diluted........................................ 21,472 22,286 22,345
======== ======== ========
The accompanying notes are an integral part of the consolidated financial
statements.
F-4
STELLENT, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(IN THOUSANDS)
ACCUMULATED
COMMON STOCK ADDITIONAL OTHER
--------------- PAID-IN ACCUMULATED UNEARNED COMPREHENSIVE
SHARES AMOUNT CAPITAL DEFICIT COMPENSATION INCOME (LOSS)
------ ------ ---------- ----------- ------------ -------------
Balance at April 1, 2000................... 20,665 $207 $153,485 $(12,533) $ (8) $(181)
Exercise of stock options and warrants..... 778 8 5,608 -- -- --
Issuance of common stock, net of costs of
$1,279................................... 520 5 22,641 -- -- --
Issuance of common stock in employee stock
purchase plan............................ 21 -- 557 -- -- --
Tax benefit from employee stock option
exercises................................ -- -- 4,894 -- -- --
Other...................................... -- -- 327 -- 8 97
Net loss................................... -- -- -- (7,671) -- --
------ ---- -------- -------- ----- -----
Balance at March 31, 2001.................. 21,984 220 187,512 (20,204) -- (84)
Exercise of stock options and warrants..... 430 4 3,763 -- -- --
Issuance of common stock in acquisition.... 200 2 5,494 -- -- --
Issuance of common stock in employee stock
purchase plan............................ 46 1 1,017 -- -- --
Repurchase of common stock................. (261) (3) (3,589) -- -- --
Foreign currency translation adjustment
loss..................................... -- -- -- -- -- (59)
Net unrealized gain on investments......... -- -- -- -- -- 211
Net loss................................... -- -- -- (22,298) -- --
------ ---- -------- -------- ----- -----
Balance at March 31, 2002.................. 22,399 224 194,197 (42,502) -- 68
Exercise of stock options and warrants..... 27 1 101 -- -- --
Issuance of common stock in employee stock
purchase plan............................ 187 2 657 -- -- --
Repurchase of common stock................. (757) (8) (3,457) -- -- --
Reduction of tax benefit from employee
stock option exercises................... -- -- (4,894) -- -- --
Foreign currency translation adjustment
gain..................................... -- -- -- -- -- 374
Net unrealized loss on investments......... -- -- -- -- -- (127)
Net loss................................... -- -- -- (32,400) -- --
------ ---- -------- -------- ----- -----
Balance at March 31, 2003.................. 21,856 $219 $186,604 $(74,902) $ -- $ 315
====== ==== ======== ======== ===== =====
TOTAL
SHAREHOLDERS' COMPREHENSIVE
EQUITY INCOME (LOSS)
------------- -------------
Balance at April 1, 2000................... $140,970
Exercise of stock options and warrants..... 5,616
Issuance of common stock, net of costs of
$1,279................................... 22,646
Issuance of common stock in employee stock
purchase plan............................ 557
Tax benefit from employee stock option
exercises................................ 4,894
Other...................................... 432 $ 97
Net loss................................... (7,671) (7,671)
-------- --------
Balance at March 31, 2001.................. 167,444 $ (7,574)
========
Exercise of stock options and warrants..... 3,767
Issuance of common stock in acquisition.... 5,496
Issuance of common stock in employee stock
purchase plan............................ 1,018
Repurchase of common stock................. (3,592)
Foreign currency translation adjustment
loss..................................... (59) $ (59)
Net unrealized gain on investments......... 211 211
Net loss................................... (22,298) (22,298)
-------- --------
Balance at March 31, 2002.................. 151,987 $(22,146)
========
Exercise of stock options and warrants..... 102
Issuance of common stock in employee stock
purchase plan............................ 659
Repurchase of common stock................. (3,465)
Reduction of tax benefit from employee
stock option exercises................... (4,894)
Foreign currency translation adjustment
gain..................................... 374 $ 374
Net unrealized loss on investments......... (127) (127)
Net loss................................... (32,400) (32,400)
-------- --------
Balance at March 31, 2003.................. $112,236 $(32,153)
======== ========
The accompanying notes are an integral part of the consolidated financial
statements.
F-5
STELLENT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
YEAR ENDED MARCH 31,
--------------------------------
2001 2002 2003
-------- -------- --------
Operating activities:
Net loss.................................................. $ (7,671) $(22,298) $(32,400)
Adjustments to reconcile net loss to cash flows provided
by (used in) operating activities:
Depreciation and amortization........................... 1,253 2,309 3,179
Acquired in-process research and development............ 10,400 -- --
Amortization of acquired intangible assets and other.... 10,508 13,880 8,527
Tax benefit (benefit reduction) from employee stock option
exercises............................................... 4,894 -- (4,894)
Changes in operating assets and liabilities, net of
amounts acquired........................................ (13,523) (2,903) 15,626
Investment impairment..................................... 400 5,722 1,733
Other..................................................... (2,597) 400 209
-------- -------- --------
Net cash flows provided by (used in) operating
activities......................................... 3,664 (2,890) (8,020)
Investing activities:
Maturities (purchases) of marketable securities, net...... 33,024 22,357 25,772
Business acquisitions, net of cash acquired............... (54,521) -- (3,486)
Purchases of property and equipment....................... (2,494) (3,408) (1,002)
Purchase of intangibles................................... (189) (1,633) (201)
Investments in and advances on notes with other
companies............................................... (2,386) (3,084) --
Issuance of other note receivable......................... -- (3,500) --
Payments received on other note receivable................ -- 3,250 50
Other..................................................... -- (99) --
-------- -------- --------
Net cash flows provided by (used in) investing
activities......................................... (26,566) 13,883 21,133
Financing activities:
Payments on long-term obligations......................... (148) (122) --
Repurchase of common stock................................ -- (3,592) (3,465)
Issuance of common stock.................................. 23,203 1,018 659
Proceeds from stock options and warrants.................. 5,616 3,767 102
Other..................................................... 23 -- --
-------- -------- --------
Net cash flows provided by (used in) financing
activities......................................... 28,694 1,071 (2,704)
Effect of exchange rate changes on cash and equivalents..... -- (59) 374
-------- -------- --------
Net increase in cash.................................. 5,792 12,005 10,783
Cash and equivalents at beginning of year................... 8,859 14,651 26,656
-------- -------- --------
Cash and equivalents at end of year......................... $ 14,651 $ 26,656 $ 37,439
======== ======== ========
Supplemental disclosure of cash flows information:
Cash paid for interest.................................... $ 13 $ 10 $ --
Non-cash investing activities:
Common stock issued in business acquisition............... $ -- $ 5,496 $ --
Exchange of prepaid royalty for purchase of software
technology.............................................. -- 252 --
Detail of changes in operating assets and liabilities, net
of amounts acquired:
Accounts receivable....................................... $ (7,991) $ 2,769 $ 2,974
Prepaid expenses and other current assets................. (1,460) (5,591) 4,408
Accounts payable.......................................... (2,498) 884 23
Accrued expenses and other liabilities.................... (1,574) (965) 8,221
-------- -------- --------
Net changes in operating assets and liabilities....... $(13,523) $ (2,903) $ 15,626
======== ======== ========
The accompanying notes are an integral part of the consolidated financial
statements.
F-6
STELLENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
In 1997, Stellent (the "Company") launched one of the first software
product suites on the market that was fully developed and created expressly for
Web-based content and document management. At the time, content management,
which currently is considered a critical component of an organization's
communication and information technology (IT) infrastructures, was an emerging
technology used to help companies easily and quickly share information
internally or externally using the Web. Currently, the Company's solutions,
which are comprised of content components, universal content management and
vertical applications, help customers worldwide solve real business problems
related to efficiently creating, managing and sharing critical information. The
Company's customers are primarily located throughout the United States and
Europe. Its headquarters are located in Eden Prairie, Minnesota and the company
has operations or collaborations in Australia, France, Germany, Japan, Korea,
the Netherlands, the United Kingdom and in other cities in the United States.
Principles of Consolidation: The consolidated financial statements include
the accounts of the Company and its wholly owned subsidiaries. All significant
intercompany transactions and balances have been eliminated.
Revenue Recognition: The Company currently derives all of its revenues
from licenses of software products and related services. The Company recognizes
revenue in accordance with Statement of Position (SOP) 97-2, Software Revenue
Recognition, as amended by SOP 98-9, Modification of SOP 97-2, Software Revenue
Recognition with Respect to Certain Transactions, and Securities and Exchange
Commission Staff Accounting Bulletin 101, "Revenue Recognition in Financial
Statements."
Product license revenue is recognized under SOP 97-2 when (i) persuasive
evidence of an arrangement exists, (ii) delivery has occurred, (iii) the fee is
fixed or determinable, and (iv) collectibility is probable and supported and the
arrangement does not require additional services or modifications that are
essential to the functionality of the software.
Persuasive Evidence of an Arrangement Exists -- The Company determines that
persuasive evidence of an arrangement exists with respect to a customer
under i) a signature license agreement, which is signed by both the
customer and the Company, or ii) a purchase order, quote or binding
letter-of-intent received from and signed by the customer, in which case
the customer has either previously executed a signature license agreement
with the Company or will receive a shrink-wrap license agreement with the
software. The Company does not offer product return rights to end users or
resellers.
Delivery has Occurred -- The Company's software may be either physically or
electronically delivered to the customer. The Company determines that
delivery has occurred upon shipment of the software pursuant to the billing
terms of the arrangement or when the software is made available to the
customer through electronic delivery. Customer acceptance generally occurs
at delivery.
The Fee is Fixed or Determinable -- If at the outset of the customer
arrangement, the Company determines that the arrangement fee is not fixed
or determinable, revenue is typically recognized when the arrangement fee
becomes due and payable. Fees due under an arrangement are generally deemed
fixed and determinable if they are payable within twelve months.
Collectibility is Probable and Supported -- The Company determines whether
collectibility is probable and supported on a case-by-case basis. The
Company may generate a high percentage of its license revenue from its
current customer base, for whom there is a history of successful
collection. The Company assesses the probability of collection from new
customers based upon the number of years the customer has been in business
and a credit review process, which evaluates the customer's financial
position and ultimately their ability to pay. If the Company is unable to
determine from the outset of an
F-7
STELLENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
arrangement that collectibility is probable based upon its review process,
revenue is recognized as payments are received.
With regard to software arrangements involving multiple elements, the
Company allocates revenue to each element based on the relative fair value of
each element. The Company's determination of fair value of each element in
multiple-element arrangements is based on vendor-specific objective evidence
("VSOE"). The Company limits its assessment of VSOE for each element to the
price charged when the same element is sold separately. The Company has analyzed
all of the elements included in its multiple-element arrangements and has
determined that it has sufficient VSOE to allocate revenue to consulting
services and post-contract customer support ("PCS") components of its license
arrangements. The Company sells its consulting services separately, and has
established VSOE on this basis. VSOE for PCS is determined based upon the
customer's annual renewal rates for these elements. Accordingly, assuming all
other revenue recognition criteria are met, revenue from perpetual licenses is
recognized upon delivery using the residual method in accordance with SOP 98-9,
and revenue from PCS is recognized ratably over their respective terms,
typically one year.
The Company's direct customers typically enter into perpetual license
arrangements. The Company's Content Components Division generally enters into
term-based license arrangements with its customers, the term of which generally
exceeds one year in length. The Company recognizes revenue from time-based
licenses at the time the license arrangement is signed, assuming all other
revenue recognition criteria are met, if the term of the time-based license
arrangement is greater than twelve months. If the term of the time-based license
arrangement is twelve months or less, the Company recognizes revenue ratably
over the term of the license arrangement.
Services revenue consists of fees from consulting services and PCS.
Consulting services include needs assessment, software integration, security
analysis, application development and training. The Company bills consulting
services fees either on a time and materials basis or on a fixed-price schedule.
In general, the Company's consulting services are not essential to the
functionality of the software. The Company's software products are fully
functional upon delivery and implementation and generally do not require any
significant modification or alteration for customer use. Customers purchase the
Company's consulting services to facilitate the adoption of the Company's
technology and may dedicate personnel to participate in the services being
performed, but they may also decide to use their own resources or appoint other
professional service organizations to provide these services. Software products
are billed separately from professional services. The Company recognizes revenue
from consulting services as services are performed. The Company's customers
typically purchase PCS annually, and the Company prices PCS based on a
percentage of the product license fee. Customers purchasing PCS receive product
upgrades, Web-based technical support and telephone hot-line support.
Customer advances and billed amounts due from customers in excess of
revenue recognized are recorded as deferred revenue.
Cost of Revenues: The Company expenses all manufacturing, packaging and
distribution costs associated with product license revenue as cost of revenues.
The Company expenses all technical support service costs associated with service
revenue as cost of revenues. The Company also expenses amortization of
capitalized software from acquisitions as cost of revenues.
In January 2002, the FASB issued Emerging Issues Task Force (EITF) Issue
No. 01-14, Income Statement Characterization of Reimbursements Received for
Out-of-Pocket Expenses Incurred, which requires companies to report
reimbursements of "out-of-pocket" expenses as revenues and the corresponding
expenses incurred as costs of revenues within the income statement. The Company
reports its out-of-pocket expenses reimbursed by customers as revenue and the
corresponding expenses incurred as costs of revenues within the
F-8
STELLENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
statement of operations. As a result, this EITF did not have a material effect
on the Company's consolidated financial statements.
Cash and Equivalents: The Company considers all short-term, highly liquid
investments that are readily convertible into known amounts of cash and have
original maturities of three months or less to be cash equivalents. At March 31,
2002 and 2003, $1,871 and $2,965, respectively, was held at various financial
institutions located in Europe and other foreign countries.
Marketable Securities: Investments in debt securities with a remaining
maturity of one year or less at the date of purchase are classified as
short-term marketable securities. Investments are held in debt securities of the
United States government and with corporations that have the highest possible
credit rating. Investments in debt securities with a remaining maturity of
greater than one year are classified as long-term marketable securities. All
investments are classified as held to maturity and recorded at amortized cost as
the Company has the ability and positive intent to hold to maturity. At March
31, 2002 and 2003, cost approximated market value of these investments.
Purchases of investments were $1,015,661 and $255,089 for the years ended March
31, 2002 and 2003. Maturities of investments were $1,038,018 and $280,861 for
the years ended March 31, 2002 and 2003, respectively.
The contractual maturities of the marketable securities held at March 31,
2003 are $28,497 in fiscal 2004 and $15,233 in fiscal 2005. At March 31, 2003,
short and long-term marketable securities consisted of the following (in
thousands):
Short-term:
U.S. Government debt securities........................... $ 5,402
Corporate debt securities................................. 23,095
-------
$28,497
=======
Long-term:
U.S. Government debt securities........................... $13,232
Corporate debt securities................................. 2,001
-------
$15,233
=======
Investments in and Notes with Other Companies: Investments in other equity
securities and related notes with other companies in the software industry are
classified as long-term as the Company anticipates holding them for more than
one year. The Company holds less than 20% interest in, and does not directly or
indirectly exert significant influence over any of the respective investees.
A portion of these investments are publicly traded and are deemed by
management to be available for sale. The Company uses the specific
identification method to determine cost and fair value for computing gains and
losses. Accordingly, these investments are reported at fair value with net
unrealized gains or losses reported within shareholders' equity as accumulated
other comprehensive income or loss. No sales of available for sale investments
have occurred through March 31, 2003. During fiscal 2001, 2002 and 2003, the
Company determined that permanent declines in the value of these publicly traded
investments had occurred. As a result, the Company recorded write-downs of $400,
$96, and $1,083 during the years ended March 31, 2001, 2002 and 2003,
respectively.
Investments in other companies also include investments in several start-up
technology companies for which the Company uses the cost method of accounting.
During fiscal 2002 and 2003, the Company determined, based on its review of the
financial statements of such other companies, discussions of business plans and
forecasts with other companies' executives and judgments and assumptions about
the respective
F-9
STELLENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
other companies' industry, as well as the U.S. and world economies in general,
that a permanent decline in value of certain investments had occurred and
recorded a $5,626 and $650 write-down on the investments in and advances to
these entities.
Accounts Receivable: Accounts receivable are presented net of allowances
of $1,337 and $1,400 as of March 31, 2002 and 2003, respectively. The Company's
accounts receivable balances are due from companies across a broad range of
industries -- Government, Finance, Manufacturing, Consumer, Aerospace and
Transportation, Health Care/Insurance, and High Tech/Telecom. Credit is extended
based on evaluation of a customer's financial condition and, generally,
collateral is not required. Accounts receivable from sales of services are
typically due from customers within 30 days and accounts receivable from sales
of licenses are due over terms ranging from 30 days to nine months. Accounts
receivable balances are stated at amounts due from customer net of an allowance
for doubtful accounts. Accounts outstanding longer than the contractual payment
terms are considered past due. The Company determined its allowance by
considering a number of factors, including the length of time trade receivables
are past due, the Company's previous loss history, the customer's current
ability to pay its obligation to the Company, and the condition of the general
economy and the industry as a whole. The Company writes-off accounts receivable
when they become uncollectible, and payments subsequently received on such
receivables are credited to the allowance for doubtful accounts.
No customer accounted for 10% or more of the Company's revenues in the
years ended March 31, 2001, 2002, and 2003.
Property and Equipment: Property and equipment, including leasehold
improvements, are recorded at cost. Depreciation is provided using the
straight-line method over the estimated useful lives of the assets, ranging from
two to eight years, or the life of the lease for leasehold improvements,
whichever is shorter. Maintenance, repairs and minor renewals are expensed when
incurred.
Goodwill and Other Acquired Intangible Assets: Goodwill represents the
excess of the purchase price over the fair value of net assets acquired. Prior
to April 1, 2002, goodwill was amortized on a straight-line basis over three
years. Effective April 1, 2002, the Company adopted Statement of Financial
Accounting Standards (SFAS) 142, Goodwill and Other Intangible Assets, which
provides that goodwill, as well as identifiable intangible assets with
indefinite lives, should not be amortized but reviewed for impairment annually.
Accordingly, the Company ceased amortization of goodwill as of April 1, 2002.
At March 31, 2002, other acquired intangible assets represented core
technology, customer base, workforce, capitalized software, trademarks, and
other intangible assets acquired through business acquisitions, and were
amortized on a straight-line basis over three to four years. Effective April 1,
2002, the Company adopted SFAS 141, Business Combinations, which requires that
all business combinations be accounted for utilizing the purchase method of
accounting and specifies the criteria to use in determining whether intangible
assets identified in purchase accounting must be recorded separately from
goodwill. The Company determined that its acquired workforce did not meet the
separability criteria of SFAS 141, and therefore the net unamortized balance at
March 31, 2002 was reclassified to goodwill effective April 1, 2002, and
amortization of the balance ceased. The remaining other acquired intangible
assets continue to be amortized on a straight-line basis over their remaining,
definite useful lives.
F-10
STELLENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Goodwill and intangible assets consist of the following at:
MARCH 31,
-----------------
2002 2003
------- -------
Goodwill, gross............................................. $20,676 $20,676
Re-characterization of acquired workforce, from goodwill.... -- 3,000
------- -------
Adjusted goodwill........................................... 20,676 23,676
Accumulated amortization, including re-characterization of
acquired workforce........................................ (9,223) (10,973)
------- -------
Goodwill, net............................................... $11,453 $12,703
======= =======
MARCH 31,
-------------------
2002 2003
-------- --------
Other acquired intangible assets, gross..................... $ 26,085 $ 29,465
Re-characterization of acquired workforce, to goodwill...... -- (3,000)
-------- --------
Adjusted other acquired intangible assets................... 26,085 26,465
Accumulated amortization, including re-characterization of
acquired workforce........................................ (14,850) (21,628)
-------- --------
Other acquired intangible assets, net....................... $ 11,235 $ 4,837
======== ========
Other acquired intangible assets by major intangible asset class at March
31, 2003 were as follows (in thousands):
AMORTIZATION
ACQUIRED PERIOD
VALUE (YEARS)
-------- ------------
Core technology............................ $13,200 3
Customer base.............................. 3,840 3
Capitalized software....................... 6,310 3
Trademarks................................. 1,715 3
Other intangible assets.................... 1,400 4
------- ----
$26,465 3.05 Weighted average years
=======
The acquired other intangibles have no significant residual values. There
are no other intangible assets, which are not subject to amortization.
F-11
STELLENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Gross carrying amounts and accumulated amortization of the acquired other
intangibles were as follows for each major intangible asset class (in
thousands):
AS OF MARCH 31, 2003
-----------------------------
GROSS CARRYING ACCUMULATED
AMOUNT AMORTIZATION
-------------- ------------
Core technology............................................ $13,200 $12,100
Customer base.............................................. 3,840 3,406
Capitalized software....................................... 6,310 3,590
Trademarks................................................. 1,715 1,568
Other intangible assets.................................... 1,400 964
------- -------
$26,465 $21,628
======= =======
AS OF MARCH 31, 2002
-----------------------------
GROSS CARRYING ACCUMULATED
AMOUNT AMORTIZATION
-------------- ------------
Core technology............................................ $13,200 $ 7,700
Customer base.............................................. 3,840 2,126
Capitalized software....................................... 2,930 1,665
Trademarks................................................. 1,715 996
Acquired workforce......................................... 3,000 1,750
Other intangible assets.................................... 1,400 613
------- -------
$26,085 $14,850
Amortization expense for the years ended March 31, 2001, 2002, and 2003
related to the acquired other intangibles assets was $5,877, $7,538, and $8,527,
respectively.
Estimated amortization expense for other acquired intangible assets is as
follows for the years ended March 31:
2004........................................................ $3,405
2005........................................................ 1,225
2006........................................................ 207
------
$4,837
======
The carrying value of goodwill and other intangible assets is tested for
impairment on an annual basis or when factors indicating impairment are present.
The Company completed its transitional goodwill impairment test on April 1, 2002
and determined that no impairment existed at that time. The Company has elected
to complete the annual impairment test of goodwill on January 1 of each year.
The Company completed its annual goodwill impairment test on January 1, 2003 and
determined that there was no impairment of goodwill at that time. Additionally,
no circumstances occurred during the fourth quarter of the year ended March 31,
2003 which the Company believes would have created an impairment loss at March
31, 2003.
F-12
STELLENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
The following is a summary of what reported net loss would have been in all
periods presented, exclusive of the amortization expense recognized in those
periods related to goodwill and intangible assets no longer being amortized:
MARCH 31,
-----------------------------
2001 2002 2003
------- -------- --------
Net loss, as reported................................. $(7,671) $(22,298) $(32,400)
Adjustments:
Amortization of goodwill............................ 3,881 5,342 --
Amortization of acquired workforce.................. 750 1,000 --
------- -------- --------
Net loss, as adjusted............................ $(3,040) $(15,956) $(32,400)
======= ======== ========
Basic and diluted net loss per share, as reported..... $ (0.36) $ (1.00) $ (1.45)
Adjustments:
Amortization of goodwill............................ 0.18 0.24 --
Amortization of acquired workforce.................. 0.03 0.04 --
------- -------- --------
Basic and diluted net loss per share, as
adjusted....................................... $ (0.15) $ (0.72) $ (1.45)
======= ======== ========
Impairment of Long-Lived Assets: The Company evaluates the recoverability
of its long-lived assets in accordance with SFAS 144, Accounting for the
Impairment or Disposal of Long-Lived Assets. SFAS 144 requires recognition of
impairment of long-lived assets in the event that events or circumstances
indicate an impairment may have occurred and when the net book value of such
assets exceeds the future undiscounted cash flows attributed to such assets. The
Company assesses the impairment of long-lived assets whenever events or changes
in circumstances indicate that the carrying value may not be recoverable. No
impairment of long-lived assets has occurred through the year ended March 31,
2003.
Restructuring Charges: In June 2002, the Financial Accounting Standards
Board (FASB) issued SFAS 146, Accounting for Costs Associated with Exit or
Disposal Activities. SFAS 146 addresses accounting and reporting costs
associated with exit or disposal activities and requires the recognition of a
liability for a cost associated with an exit or disposal activity when the
liability is incurred versus the date a company commits to an exit plan. SFAS
146 is effective for exit or disposal activities that are initiated after
December 31, 2002. The Company adopted SFAS 146 effective January 1, 2003 and
has accounted for the restructuring charge initiated during the fourth quarter
of the year ended March 31, 2003 under SFAS 146.
Software Development Costs: Software development costs may be capitalized
once the technological feasibility of the project is established. The amount of
software development costs that may be capitalized is subject to limitations
based on the net realizable value of the potential product. Typically the period
between achieving technological feasibility of the Company's products and the
general availability of the products has been short. Consequently, prior to
fiscal 2002, software development costs qualifying for capitalization were
immaterial and were generally expensed to research and development costs.
During fiscal 2002 and 2003, the Company capitalized $2,000 and $354 in
software development costs. Prior to fiscal 2002, software development costs
have been immaterial. Developed capitalized software amortization is determined
annually as the greater of the amount computed using the ratio of current gross
revenues for the products to their total of current and anticipated future gross
revenues or the straight-line method over the estimated economic life of the
products. Accumulated amortization was $328 and $1,088 at March 31, 2002 and
2003. Amortization expense of developed capitalized software is included in Cost
of Revenues -- Product Licenses. The capitalized software primarily relates to
software purchased from a third
F-13
STELLENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
party or developed for the Company by a third party. The gross amount and the
description of the capitalized software is broken down into four main projects,
as follows:
- Content Categorizer is a module sold by the Company for use in
contributing large amounts of text-based content. This software was
purchased in the June 30, 2001 quarter from Active IQ for $706;
- ExtraSite Server is a server sold by the Company and built on J2EE
architecture for high-end Web site consumption. The Company contracted
with an outside independent entity to build this for the Company for
$947. The product was generally released in the June 30, 2002 quarter;
- Localization of certain of the Universal Content Management software into
French and German was done by an outside entity for approximately $448.
These products were generally released in the September 30, 2001 quarter;
and
- Contents Components Division purchased third party software to enhance
the Company's development of multiple viewing and conversion products for
approximately $253.
In addition to the capitalized software developed for the Company described
above, the fair value of certain software that has been capitalized relating to
acquisitions have been recorded (see note 2).
Warranties: In November 2002, the FASB issued FASB Interpretation Number
(FIN) 45, Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others. FIN 45 addresses the
disclosure requirements of a guarantor in its interim and annual financial
statements about its obligations under certain guarantees that it has issued.
FIN 45 also requires a guarantor to recognize, at the inception of guarantee, a
liability for the fair value of the obligation undertaken in issuing the
guarantee. The disclosure requirements of FIN 45 were effective for the Company
for its quarter ended December 31, 2002. The liability recognition requirements
are applicable to all guarantees issued or modified after December 31, 2002.
Other than the additional disclosure requirements related to warranties and the
Company's indemnification obligations, this pronouncement is not anticipated to
have a material effect on the Company's consolidated financial position or
results of operations.
The Company generally warrants its software products for a period of 30 to
90 days from the date of delivery and estimates probable product warranty costs
at the time revenue is recognized. The Company exercises judgment in determining
its accrued warranty liability. Factors that may affect the warranty liability
include historical and anticipated rates of warranty claims, material usage, and
service delivery costs. Warranty costs incurred have not been material.
Indemnification Obligations: The Company generally provides to its
customers intellectual property indemnification in its arrangements for the
Company's software products or services. Typically these arrangements provide
that the Company will indemnify, defend and hold the customers harmless against
claims by third parties that the Company's software products or services
infringe upon the copyrights, trademarks, patents or trade secret rights of such
third parties.
Translation of Foreign Currencies: Foreign currency assets and liabilities
of the Company's international subsidiaries are translated using the exchange
rates in effect at the balance sheet date. Results of operations are translated
using the average exchange rates prevailing throughout the year. The effects of
exchange rate fluctuations on translating foreign currency assets and
liabilities into U.S. dollars are accumulated as part of the foreign currency
translation adjustment in shareholders' equity.
Comprehensive Income (Loss): Comprehensive income (loss) includes foreign
currency translation adjustments and unrealized gains or losses on the Company's
available for sale securities.
Marketing: The Company expenses the cost of marketing as it is incurred.
Marketing expense for the years ended March 31, 2001, 2002 and 2003 was $3,044,
$4,451 and $3,557.
F-14
STELLENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
The Company enters into cooperative marketing programs with some of its
resellers, and when the Company receives an identifiable benefit in return for
consideration, and the Company can reasonably estimate the fair value of the
benefit received, the cooperative marketing is accounted for as marketing
expense. If the fair value cannot be estimated or an identifiable benefit is not
received the cooperative marketing is accounted for as a reduction of revenue.
Net Loss per Common Share: The Company's basic net loss per share amounts
have been computed by dividing net loss by the weighted average number of
outstanding common shares. The Company's diluted net loss per share is computed
by dividing net loss by the weighted average number of outstanding common shares
and common share equivalents relating to stock options and warrants, when
dilutive. For the years ended March 31, 2001, 2002 and 2003, the Company
incurred net losses and therefore, basic and diluted per share amounts are the
same. Common stock equivalent shares consist of stock options and warrants
(using the treasury stock method), of 2,005, 1,191 and 129 shares for the years
ended March 31, 2001, 2002 and 2003.
Options and warrants to purchase 906, 3,607 and 5,327 shares of common
stock were outstanding at March 31, 2001, 2002 and 2003, but were excluded from
the computation of common share equivalents because they were antidilutive.
Stock-based Compensation: In December 2002, the FASB issued SFAS 148,
Accounting for Stock-Based Compensation -- Transition and Disclosure: an
amendment of FASB Statement 123 (SFAS 123). This statement provides alternative
methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. Additionally, the statement
amends the disclosure requirements of SFAS 123, Accounting for Stock-Based
Compensation, to require prominent disclosure in both annual and interim
financial statements about the method of accounting for stock based employee
compensation and the effect of the method used on reported results. The Company
utilizes the intrinsic value method for stock-based employee compensation, and
it elected not to adopt the transitional provision to the fair value method
under SFAS 148; however, the Company did adopt the expanded annual disclosure
provisions of SFAS 148 effective March 31, 2003. The Company will adopt the
interim disclosure provisions of SFAS 148 during the first quarter of fiscal
year 2004.
The Company has stock option plans for employees and a separate stock
option plan for directors, as described more fully in Note 5. The intrinsic
value method is used to value the stock options issued to employees and
directors, and the Company accounts for those plans under the recognition and
measurement principles of APB Opinion No. 25, Accounting for Stock Issued to
Employees, and related interpretations. In the years presented, no stock-based
employee compensation cost is reflected in net loss, as all options granted
under those plans had an exercise price equal to the market value of the
underlying common stock on the date of grant. Had the fair value method been
applied, the compensation expense would have been different. The following table
illustrates the effect on net loss and net loss per share if the Company had
applied the fair value method for the following fiscal years:
YEARS ENDED MARCH 31,
--------------------------------
2001 2002 2003
-------- -------- --------
Net loss -- as reported............................ $ (7,671) $(22,298) $(32,400)
Less: Total stock-based employee compensation
expense determined under fair value based method
for all awards................................... (12,662) (33,868) (9,866)
-------- -------- --------
Net loss -- pro forma.............................. $(20,333) $(56,166) $(42,266)
======== ======== ========
F-15
STELLENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
YEARS ENDED MARCH 31,
--------------------------
2001 2002 2003
------ ------ ------
Basic and diluted net loss per common share -- as
reported............................................... $(0.36) $(1.00) $(1.45)
====== ====== ======
Basic and diluted net loss per common share -- pro
forma.................................................. $(0.95) $(2.52) $(1.89)
====== ====== ======
Fair Value of Financial Instruments: The Company's financial instruments
including cash and cash equivalents, short-term marketable securities, long-term
marketable securities, accounts receivable and accounts payable, and are carried
at cost, which approximates fair value due to the short-term maturity of these
instruments.
Use of Estimates: The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
New Accounting Pronouncements: In November 2002, the FASB reached a
consensus on EITF Issue No. 00-21, Accounting for Revenue Arrangements with
Multiple Deliverables. This EITF sets out criteria for whether revenue can be
recognized separately from other deliverables in a multiple deliverable
arrangement. The criteria considers whether the delivered item has stand-alone
value to the customer, whether the fair value of the delivered item can be
reliably determined and the rights of returns for the delivered item. This EITF
is required to be adopted by the Company beginning April 1, 2004. The adoption
of this EITF is not anticipated to have a material effect on the Company's
consolidated financial statements.
In January 2003, the FASB issued FIN 46, Consolidation of Variable Interest
Entities, which requires the assets, liabilities and results of operations of
variable interest entities (VIE) be consolidated into the financial statements
of the company that has controlling financial interest. FIN 46 is not
anticipated to have a material effect on the Company's consolidated financial
statements.
Reclassifications: Certain reclassifications have been made to the 2001
and 2002 financial statements to conform to the presentation used in 2003. These
reclassifications had no effect on shareholders' equity or net loss as
previously reported.
2. BUSINESS COMBINATIONS
On July 10, 2000, the Company acquired the Information Exchange Division
("IED" now referred to as "CCD") of eBT International, Inc. (formerly Inso
Corporation ("Inso")). CCD is a producer of software products used in mobile and
viewing technologies, applications and Web file conversions. The total cost of
the acquisition, including transaction costs, was approximately $55,270. The
transaction was accounted for under
F-16
STELLENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
the purchase method of accounting and, accordingly, the acquired net assets were
recorded at their estimated fair values at the date of acquisition. The
following table presents the allocation of the purchase price:
In-process research and development......................... $10,400
Core technology............................................. 13,200
Customer base............................................... 3,500
Workforce................................................... 3,000
Capitalized software........................................ 2,800
Trademarks.................................................. 1,700
Other intangibles........................................... 1,400
Excess of cost over fair value of net assets acquired....... 15,212
Net fair value of tangible assets acquired and liabilities
assumed................................................... 4,058
-------
Purchase price.............................................. $55,270
=======
In connection with the acquisition of CCD, $10,400 of purchased in-process
research and development was charged to operations. The fair value of the
in-process research and development projects acquired were estimated utilizing a
discounted economic income method which is based on estimates of operating
results and capital expenditures for an eight to ten year estimated life
including a life-cycle phase out beginning in year seven to nine and a risk
adjusted discount rate of 26.0%. Since the acquisition date these projects have
been completed and the Company has begun to receive the resulting benefits. The
purchased in-process research and development consisted of the following:
OIVT Symbian Viewer -- The Symbian Viewer technology is a port of the
Outside in Viewer Technology to the Symbian operating system platform. The
technology is targeted at wireless devices built on the Symbian platform
that require viewing business documents. This project was estimated to be
75% complete as of the acquisition date. At the date of acquisition, the
fair value of the project was $3,000 and the total cost to complete the
project was estimated to be approximately $500, primarily consisting of
engineering salaries. The project was completed as expected in August 2000.
WML Export -- The WML Export technology adds value to any wireless
application that requires access to documents created in current legacy
word processing, spreadsheet, and presentation applications. WML Export is
designed to be incorporated into a server-side application with no
additional software requirements on the wireless device beyond a
WAP-compatible micro-browser. This project was estimated to be 50% complete
as of the acquisition date with the Beta Version of WML Export for Windows
NT having been released on March 15, 2000 and CCD focusing on an additional
beta release. At the date of acquisition the fair value of the project was
$1,000 and the total cost to complete the project was estimated to be
approximately $10, primarily consisting of engineering salaries. The
project was completed as expected in July 2000.
XML Export -- XML Export provides fully attributed access to a wide range
of business documents through XML using an Inso defined DTD. This project
includes development of an enterprise grade XML-based transformation
architecture applicable to a wide range of conversion markets. As of the
acquisition date, the Beta 2 version was in the market and CCD was focused
on reaching the final release. This project was estimated to be 95%
complete as of the acquisition date. At the date of acquisition, the fair
value of the project was $6,400 and the total cost to complete the project
was estimated to be approximately $55, primarily consisting of engineering
salaries. The project was completed as expected in July 2000.
F-17
STELLENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
On July 10, 2001, the Company acquired certain assets of RESoft, a leading
provider of end-to-end content management solutions for the real estate and
legal industries, for 200 shares of Stellent common stock. The acquisition was
valued at approximately $5,600, including transaction costs, with approximately
$4,600 of the purchase price allocated to goodwill, $500 to other intangible
assets and $500 to property and equipment. Goodwill related to this acquisition
has not been amortized.
On April 3, 2002, the Company acquired certain assets and assumed certain
liabilities of Kinecta Corp., a provider of software infrastructure for digital
networks. The acquisition was valued at $2,800 including transaction costs, with
$2,760 of the purchase price allocated to capitalized software, $224 to property
and equipment and $184 to deferred revenue.
On March 14, 2003, the Company acquired certain assets of Active IQ, a
provider of hosted solution technology. The acquisition was valued at $686,
including transactions costs, with $619 of the purchase price allocated to
capitalized software and $67 to property and equipment.
3. RELATED PARTY TRANSACTIONS
In December 2001, Stellent entered into a note receivable of $3,500 with a
distributor. Through March 2002, the distributor paid the minimum payments
required under the note receivable with its own cash, and at the end of March
2002, it paid off the remaining note receivable with short-term bridge
financing. The distributor completely repaid this short-term bridge financing in
April 2002 through a traditional banking relationship. The short-term bridge
financing was provided at normal market rates by Beartooth Capital, a venture
financing organization controlled and funded by Robert Olson, a shareholder and
chairman of Stellent. There was no relationship prior to the bridge financing,
and there is no existing relationship between Beartooth Capital and the
distributor. Furthermore, Stellent provided no compensation or guarantees to
Beartooth Capital or Robert Olson for the short-term bridge financing, nor was
Stellent otherwise involved in this transaction.
At March 31, 2002, the Company held investments in and notes with five
non-public start-up technology companies, owning approximately 3% to 12% of
these companies, and in publicly traded technology companies listed on Nasdaq,
primarily Active IQ, in which the Company owned 5.4%, exclusive of warrants. At
March 31, 2003, the Company had investments in two non-public companies, owning
approximately 9% to 13% of the companies, for which a permanent decline in value
had not been recorded. Investments in these companies were made with the
intention of giving the Company opportunities to have new technologies developed
for the Company or to give the Company leverage into certain vertical markets
that the Company may not otherwise be able to obtain on its own. The value of
these investments at March 31, 2002 and 2003 was approximately $3,100 and
$1,100, respectively. At March 31, 2002, the market value of the Company's
equity in Active IQ was approximately $127 more than the investment value of
$1,158. This difference was reported as "accumulated other comprehensive income
(loss)" in the shareholders' equity section on the consolidated balance sheet
for the year ended March 31, 2002. Upon the Company's acquisition of certain
assets of Active IQ (see note 2) in March 2003, the Company recorded an
impairment of approximately $1,100 related to its investment in Active IQ. For
substantially all of the year ended March 31, 2003, the Company's investment in
Active IQ was less than 5%.
During the year ended March 31, 2002, the Company recognized license
revenue of approximately $2,000 from companies in which the Company had an
equity investment, including approximately $1,400 coming from Active IQ in
December 2001. At March 31, 2002, the Company had an account receivable balance
of $125 associated from these transactions. License revenue recognized for the
year ended March 31, 2001 from companies in which the Company had an equity
investment was approximately $2,400. The Company also acquired intellectual
property from Active IQ in April 2001 for approximately $700, which was
capitalized and is being amortized over a three-year period.
F-18
STELLENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Certain officers and directors of the Company also held investment
interests in Active IQ during the year ended March 31, 2002, approximating 2%.
These investments were sold at no gain during the year ended March 31, 2002.
In December 2001 and March 2003, the Company entered into software license
agreements with a company whose Chief Financial Officer is a member of the
Company's Board of Directors. Revenue of $273 and $393, respectively, from these
sales transactions were recorded. At March 31, 2003, the Company has an account
receivable balance of $340 associated with the March 2003 transaction. The terms
and conditions, including fees, with respect to the transactions were
substantially similar to those with unaffiliated third parties negotiated at
arms length.
4. PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
MARCH 31,
------------------
2002 2003
------- -------
Equipment and furniture..................................... $ 9,342 $10,008
Leasehold improvements...................................... 1,066 1,562
------- -------
10,408 11,570
Less accumulated depreciation............................... 4,354 6,740
------- -------
$ 6,054 $ 4,830
======= =======
5. SHAREHOLDERS' EQUITY
Common Stock: On April 10, 2000, 520 shares of the underwriters'
overallotment option from the Company's March 9, 2000 secondary offering were
issued for net proceeds of $22,646.
Warrants: The Company has 225 stock purchase warrants with exercise prices
of $35.89 to $45.93 outstanding at March 31, 2003. The warrants expire on
various dates through September 2005.
In February 2000, the Company issued a warrant with a five-year term in
exchange for various product related marketing services. The warrant entitles
the holder to purchase 150 shares of the Company's common stock at an exercise
price of $35.89 per share. The value of the marketing services received was
$460. During fiscal 2001, the Company issued 75 additional warrants for product
related marketing services at an average exercise price of $42.78 per share.
These services were valued at $248.
Stock Repurchase: In April 2000, the board of directors authorized the
repurchase of up to $10,000 of the Company's common stock at a price not
exceeding $20 per share. In September 2001, the board of directors authorized
the repurchase of up to $20,000 of the Company's common stock at a price not
exceeding $15 per share. During fiscal 2002 and 2003, the Company reacquired 261
and 757 shares of common stock at a cost of $3,592 and $3,465, respectively,
which was equal to the fair value of the shares on the date acquired. No common
stock was repurchased during fiscal 2001.
Shareholder Rights Plan: On May 29, 2002, the Board of Directors of the
Company approved a shareholder rights plan which provides for fair and equal
treatment of all shareholders in the event an unsolicited attempt is made to
acquire the Company. Under the plan, the Company declared a dividend of one
preferred share purchase right for each outstanding share of common stock of the
Company, payable to shareholders of record on June 13, 2002. Each right entitles
the holder to purchase from the Company one-hundredth of a Series A junior
participating preferred share of the Company at an exercise price of $75. The
F-19
STELLENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
rights will separate from the common shares and a distribution for the rights
will occur, subject to certain criteria, in the event an investor group acquires
15% or more of the Company's common stock. The rights are not exercisable until
the distribution date and expire on June 13, 2012.
Stock Options: The Company maintains the 1994-1997 Stock Option Plan, the
1997 Director Stock Option Plan, the 1999 Employee Stock Option and Compensation
Plan, the 2000 Employee Stock Incentive Plan and the 2000 Stock Incentive Plan
(collectively, the "Plan"), pursuant to which options and other awards to
acquire an aggregate of 3,100, 500, 1,000, 2,300 and 3,100 shares, respectively,
of the Company's common stock may be granted. The Company integrated all
previously granted options into the Plan. The Plan is administered by the Board
of Directors, which has the discretion to determine the number and purchase
price of shares subject to stock options (which may be below the fair market
value of the common stock on the date thereof), the term of each option, and the
terms of exercisability.
Certain options have exercise prices less than the fair market value of the
Company's common stock on the date of the grant. The Company recognizes the
compensation element of these grants over the vesting period of the related
options, generally five years. The options generally vest over periods of one to
five years.
A summary of the Company's stock option activity, and related information
through March 31, 2003 is as follows:
WEIGHTED-
AVERAGE
SHARES EXERCISE PRICE
------ --------------
Outstanding as of April 1, 2000............................. 2,150 $ 8.51
Granted................................................... 3,780 35.60
Exercised................................................. (649) 7.66
Forfeited................................................. (259) 26.28
------
Outstanding as of March 31, 2001............................ 5,022 27.25
Granted................................................... 2,215 18.26
Exercised................................................. (326) 10.43
Forfeited................................................. (500) 25.24
------
Outstanding as of March 31, 2002............................ 6,411 25.12
Granted................................................... 2,469 5.52
Exercised................................................. (27) 3.71
Forfeited................................................. (4,168)* 28.25
------
Outstanding as of March 31, 2003............................ 4,685 $12.13
======
---------------
* Includes 2,196 stock options forfeited in connection with a stock option
exchange program.
MARCH 31,
--------------------------
2001 2002 2003
------ ------ ------
Options exercisable at end of year....................... 627 1,898 1,579
====== ====== ======
Weighted-average fair value of options granted during the
year................................................... $23.06 $13.43 $ 5.52
====== ====== ======
F-20
STELLENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
The following table summarizes information about the stock options
outstanding at March 31, 2003:
OPTIONS OUTSTANDING
----------------------------------- OPTIONS EXERCISABLE
WEIGHTED-AVERAGE ------------------------------
RANGE OF NUMBER REMAINING WEIGHTED-AVERAGE NUMBER WEIGHTED-AVERAGE
EXERCISE PRICE OUTSTANDING CONTRACTUAL LIFE EXERCISE PRICE EXERCISABLE EXERCISE PRICE
--------------- ----------- ---------------- ---------------- ----------- ----------------
$0.20 - $0.99.. 39 1.3 $ 0.23 39 $ 0.23
$1.00 - $2.99.. 1 6.5 1.61 1 1.61
$3.00 - $3.99.. 344 1.8 3.40 204 3.20
$4.00 - $5.99.. 1,163 9.3 4.51 120 5.02
$6.00 - $7.99.. 1,354 8.4 6.54 265 7.03
$8.00 - $9.99.. 181 7.1 8.63 79 8.71
$10.00 - $14.99.. 420 8.5 13.56 239 13.56
$15.00 - $19.99.. 365 7.8 17.34 158 17.32
$20.00 - $29.99.. 156 8.0 22.92 51 24.31
$30.00 - $39.99.. 614 7.6 36.43 397 36.80
$40.00 - $49.99.. 48 7.6 41.91 26 41.77
----- -----
4,685 8.1 $12.13 1,579 $16.92
===== =====
Pro forma information regarding the fair value of stock options is
determined at the date of grant using the Black-Scholes option-pricing model
with the following weighted-average assumptions:
YEARS ENDED MARCH 31,
-----------------------
2001 2002 2003
----- ----- -----
Risk free interest yields................................... 5.7% 5.2% 4.8%
Dividend yield.............................................. -- -- --
Volatility factor of expected market price of company's
stock..................................................... 85% 105% 95%
Weighted average expected life of options (years)........... 4.00 4.00 3.25
Stock Option Exchange Program: In December 2002, the Company conducted a
voluntary stock option exchange program for its employees. Under the program,
options to purchase 2,196 shares of common stock were exchanged by employees for
promises to grant options to purchase 700 shares of common stock at a future
date, which is anticipated to be July 1, 2003. The Company expects there will be
no variable compensation charges to the Company as a result of this stock option
exchange program.
6. EMPLOYEE BENEFIT PLANS
The Company maintains pre-tax salary reduction/profit sharing plans under
the provisions of Section 401(k) of the Internal Revenue Code. The plans cover
substantially all full-time employees who have reached the age of 21. Total
Company contributions to the plans for the years ended March 31, 2001, 2002, and
2003 were $536, $1,086 and $631.
The Company has an employee stock purchase plan (the Plan), which allows
eligible employees to purchase stock of the Company at 85% of its fair market
value through elected payroll deductions equal up to 10% of their compensation.
During fiscal 2001, 2002 and 2003, 21, 46 and 187 shares of common stock,
respectively, had been purchased under the Plan.
F-21
STELLENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
7. INCOME TAXES
Due to net operating loss carryforwards through March 2002, the Company has
recorded no current income tax provision. The tax effects of temporary
differences giving rise to deferred income taxes consisted of the following:
MARCH 31,
--------------------
2002 2003
-------- --------
Deferred tax liabilities:
Depreciation.............................................. $ (134) $ (87)
Other..................................................... -- (307)
Deferred tax assets:
Deferred revenue.......................................... 2,078 3,104
Accounts receivable and other reserves.................... 699 731
Net operating loss carryforwards.......................... 19,387 31,797
Amortization of intangibles............................... 9,303 11,082
Foreign tax credits....................................... 240 309
Prepaid license agreement................................. 464 171
Permanent investment write-down........................... 1,311 2,139
Research and development credit carryforward.............. 1,935 3,159
-------- --------
35,283 52,098
Valuation allowance......................................... (30,389) (52,098)
-------- --------
Net deferred tax asset................................. $ 4,894 $ --
======== ========
Deferred tax liabilities and deferred tax assets reflect the net tax
effects of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for income tax
purposes. The valuation allowance has been established due to the uncertainty of
future taxable income, which is necessary to realize the benefits of the
deferred tax assets. The Company had net operating loss (NOL) carryforwards of
approximately $84,300 at March 31, 2003, which begin to expire in 2011. These
NOL's are subject to annual utilization limitations due to prior ownership
changes.
Realization of the NOL carryforwards and other deferred tax temporary
differences are contingent on future taxable earnings. The deferred tax asset
was reviewed for expected utilization using a "more likely than not" approach as
required by SFAS No. 109, Accounting for Income Taxes, by assessing the
available positive and negative evidence surrounding its recoverability.
Accordingly, in fiscal 2003 the Company increased the valuation allowance to
fully offset the deferred tax asset. The increase in the valuation allowance has
been recognized as a reduction in paid in capital to the extent that a tax
benefit from employee stock option exercises was previously recognized as
additional paid in capital.
The Company will continue to assess and evaluate strategies that will
enable the deferred tax asset, or portion there of, to be utilized, and will
reduce the valuation allowance appropriately at such time when it is determined
that the "more likely than not" approach is satisfied.
F-22
STELLENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
The Company's provision for income taxes differs from the expected tax
benefit amount computed by applying the statutory federal income tax rate of
34.0% to loss before taxes as a result of the following:
YEAR ENDED MARCH 31,
-----------------------
2001 2002 2003
----- ----- -----
Federal statutory rate...................................... (34.0)% (34.0)% (34.0)%
Research and development credits............................ -- (8.7) (3.8)
Change in valuation allowance............................... 34.5 43.8 38.8
Other....................................................... (.5) (1.1) (1.0)
----- ----- -----
--% --% --%
===== ===== =====
8. COMMITMENTS AND CONTINGENCIES
Operating Leases: The Company has entered into certain non-cancelable
operating lease agreements related to office/warehouse space, equipment and
vehicles. Total rent expense under operating leases net of sublease income, was,
$2,804, $5,104 and $5,814 for the years ended March 31, 2001, 2002 and 2003.
Minimum remaining rental commitments under operating leases net of sublease
arrangements are as follows as of March 31, 2003:
For the year ended March 31,
2004...................................................... $ 3,874
2005...................................................... 2,690
2006...................................................... 1,952
2007...................................................... 1,169
2008...................................................... 512
Thereafter................................................ 3,245
-------
$13,442
=======
Software Royalties: The Company has entered into several software royalty
agreements whereby it is required to pay a royalty amount based upon
predetermined payment schedules. At March 31, 2002 and 2003, the Company
recorded advanced royalties as prepaid expense of $6,394 and $4,269,
respectively. Royalties are recognized as expense based on sales. During the
years ended March 31, 2001, 2002 and 2003 royalty expense totaled $3,064, $3,490
and $4,365, respectively.
Legal Proceedings: The Company is subject to legal proceedings in the
normal course of business. Management believes these proceedings will not have a
material adverse effect on the consolidated financial statements.
9. RESTRUCTURING CHARGES
During the year ended March 31, 2003, in connection with management's plans
to reduce costs and improve operating efficiencies, the Company recorded
restructuring charges of $4,368. The Company initiated four plans during the
year in an effort to better align its expenses and revenues in light of the
continued economic slowdown.
F-23
STELLENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
These cost saving efforts resulted in the termination of 112 employees
throughout all functional areas and geographies. The Company recorded charges of
$3,221 associated with involuntary terminations, which included severance
payments and benefits. The workforce reductions associated with these plan were
substantially completed as of March 31, 2003, and $327 is included in accrued
expenses at March 31, 2003 associated with future severance payments related to
terminations which had been communicated prior to March 31, 2003.
The cost saving efforts included an evaluation of the Company's current
facilities requirements and identified facilities that were in excess of current
and estimated future needs. As a result of this analysis, the Company recorded
$1,147 in exit costs in relation to four vacated facilities in Germany, Arizona,
California, and Massachusetts. The closing of these facilities were
substantially completed as of March 31, 2003, and $347 is included in accrued
expenses at March 31, 2003 associated with future lease payments. It is
reasonably possible that actual results could differ from these estimates in the
near term as a result of actual sublease income attributable to vacated
facilities deviating from the assumptions used to calculate the Company's
accrual for facility lease commitments.
RESTRUCTURING CHARGES
-------------------------------------------------------------------------------------
FIRST PLAN SECOND PLAN THIRD PLAN FOURTH PLAN
------------------- ------------------- ------------------- -------------------
EMPLOYEE OTHER EMPLOYEE OTHER EMPLOYEE OTHER EMPLOYEE OTHER
TERMINATION EXIT TERMINATION EXIT TERMINATION EXIT TERMINATION EXIT
BENEFITS COSTS BENEFITS COSTS BENEFITS COSTS BENEFITS COSTS TOTAL
----------- ----- ----------- ----- ----------- ----- ----------- ----- -------
Balance at April 1, 2002.... $ -- $ -- $ -- $ -- $ -- $ -- $ -- $-- $ --
Expense................... 2,100 404 -- -- -- -- -- -- 2,504
Payments.................. (1,488) (316) -- -- -- -- -- -- (1,804)
------- ----- ----- ---- ----- ----- ---- --- -------
Balance at June 30, 2002.... 612 88 -- -- -- -- -- -- 700
Expense................... -- -- 434 405 -- -- -- -- 839
Payments.................. (612) (88) (230) (40) -- -- -- -- (970)
------- ----- ----- ---- ----- ----- ---- --- -------
Balance at September 30,
2002...................... -- -- 204 365 -- -- -- -- 569
Expense................... -- -- -- -- 382 292 -- -- 674
Payments.................. -- -- (36) (24) (312) (256) -- -- (628)
------- ----- ----- ---- ----- ----- ---- --- -------
Balance at December 31,
2002...................... -- -- 168 341 70 36 -- -- 615
Expense................... -- -- -- -- -- -- 305 46 351
Payments.................. -- -- (114) (37) (37) (36) (65) (3) (292)
------- ----- ----- ---- ----- ----- ---- --- -------
Balance at March 31, 2003... $ -- $ -- $ 54 $304 $ 33 $ -- $240 $43 $ 674
======= ===== ===== ==== ===== ===== ==== === =======
As part of the Company's fourth restructuring plan, which occurred during
March 2003, the Company anticipates the recording of approximately $400 during
the first quarter of fiscal 2004 related to employee termination costs for five
employees who were identified to be terminated as part of the plan, but had not
been communicated their termination until after March 31, 2003. This plan also
included the closing of an office facility as part of its acquisition of Active
IQ (see note 2). The Company anticipates the facility will be closed during the
first quarter of fiscal 2004 and approximately $50 will be recorded to facility
closing costs and future lease payments. The Company is estimating restructuring
costs of $450 will be recorded in the first quarter of fiscal 2004 in accordance
with SFAS 146 as at March 31, 2003 the liabilities associated with the exit plan
and restructuring have not been incurred.
F-24
STELLENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
10. SEGMENTS OF BUSINESS AND GEOGRAPHIC AREA INFORMATION
The Company operates in two operating segments which meet the aggregation
criteria for a single reporting segment. A summary of the Company's operations
by geographic area follows:
YEAR ENDED MARCH 31,
---------------------------------------------------
2001 % 2002 % 2003 %
------- ----- ------- ----- ------- -----
Revenues:
United States............................. $50,889 76.3 $68,407 77.4 $50,676 77.4
Europe.................................... 9,622 14.4 9,872 11.2 10,964 16.8
Canada.................................... 4,913 7.4 5,614 6.4 1,965 3.0
Other..................................... 1,297 1.9 4,447 5.0 1,829 2.8
------- ----- ------- ----- ------- -----
Total revenues............................ $66,721 100.0 $88,340 100.0 $65,434 100.0
======= ===== ======= ===== ======= =====
Identifiable assets:
United States............................. $ 3,972 $ 5,105 $ 3,864
Europe.................................... 66 933 952
Other..................................... 13 16 14
------- ------- -------
Total..................................... $ 4,051 $ 6,054 $ 4,830
======= ======= =======
Sales are attributed to countries or region based on the location of the
customer.
F-25
EXHIBITS
FILE DESCRIPTION REFERENCE
---- ----------- ---------
3.1 Amended and Restated Articles of Incorporated by reference to Exhibit 3.1
Incorporation of the Registrant's Form 8-K dated August
29, 2001.
3.2 Bylaws Incorporated by reference to Exhibit 4.2
of the Registrant's Registration
Statement on Form S-8, File No.
333-75828.
4.1 Share Rights Agreement between the Incorporated by reference to Exhibit 99.1
Registrant and Wells Fargo Bank of the Registrant's Registration
Minnesota, N.A., as Rights Agent, dated Statement on Form 8-A12G, File No.
as of May 29, 2002 000-19817, filed June 3, 2002.
4.7 Warrant to purchase 225,000 shares of Incorporated by reference to Exhibit 4.7
common stock to Merrill, Lynch, Pierce, of the Registrant's form 10-K for the
Fenner & Smith dated February 22, 2000 fiscal year ended March 31, 2001.
10.1 Stellent, Inc. 1994-1997 Stock Option and Incorporated by reference to Exhibit A of
Compensation Plan* the Registrant's Definitive Proxy
Statement Schedule 14A, filed with the
Securities and Exchange Commission July
28, 1998
10.2 InfoAccess, Inc. 1990 Stock Option Plan Incorporated by reference to Exhibit 99.1
as amended September 29, 1999 of the Registrant's Registration
Statement on Form S-8, File No. 333-90843
10.3 InfoAccess, Inc. 1995 Stock Option Plan Incorporated by reference to Exhibit 99.2
as amended September 29, 1999 of the Registrant's Registration
Statement on Form S-8, File No. 333-90843
10.4 Employment Agreement Dated August 1,1999, Incorporated by reference to Exhibit
by and between the Registrant and Robert 10.30 of the Registrant's Form 10-Q for
F. Olson* the quarter ended September 30, 1999
10.5 Stellent, Inc. 1999 Employee Stock Option Incorporated by reference to Exhibit
and Compensation Plan 10.31 of the Registrant's Form 10-Q for
the three months ended September 30, 1999
10.6 Stellent, Inc. 2000 Stock Incentive Plan* Incorporated by reference to Exhibit B to
the Registrant's Definitive Proxy
statement on Schedule 14A, filed with the
Securities and Exchange Commission on
July 25, 2000
10.7 Stellent, Inc. amended and restated 2000 Incorporated by reference to Exhibit
Employee Stock Incentive Plan* 10.34 of the Registrant's Form 10-Q for
the three months ended September 30, 2001
10.8 Stellent, Inc. Amended and Restated 1997 Incorporated by reference to Exhibit B of
Directors Stock Option Plan* the Registrant's Definitive Proxy
Statement Schedule 14A, filed with the
Securities and Exchange Commission July
26, 2002
10.9 Stellent, Inc. Employee Stock Purchase Incorporated by reference to Exhibit A of
Plan the Registrant's Definitive Proxy
Statement filed with the Securities and
Exchange Commission July 29, 1999
10.37 Employment Agreement Dated April 1, 2001, Incorporated by reference to Exhibit
by and between the Registrant and Gregg 10.37 of the Registrant's Form 10-Q for
A. Waldon* the quarter ended June 30, 2001.
FILE DESCRIPTION REFERENCE
---- ----------- ---------
10.38 Employment Agreement Dated October 1, Incorporated by reference to Exhibit
2001, by and between the Registrant and 10.38 of the Registrant's Form 10-Q for
Vernon J. Hanzlik* the quarter ended September 30, 2001.
10.41 Employment Agreement Dated April 1, 2001 Incorporated by reference to Exhibit
by and between the Registrant and Daniel 10.41 of the Registrant's Form 10-Q for
Ryan* the quarter ended September 30, 2001.
10.42 Employment Agreement Dated March 9, 2001 Incorporated by reference to Exhibit
by and between the Registrant and Mitch 10.42 of the Registrant's Form 10-Q for
Berg* the quarter ended September 30, 2001.
10.43 Addendum to Employment Agreement dated Incorporated by reference to Exhibit
March 27, 2002 by and between the 10.43 of the Registrant's Form 10-K for
Registrant and Gregg Waldon* the fiscal year ended March 31, 2002.
10.44 Addendum to Employment Agreement dated Incorporated by reference to Exhibit
March 27, 2002 by and between the 10.44 of the Registrant's Form 10-K for
Registrant and Dan Ryan* the fiscal year ended March 31, 2002.
10.45 Addendum to Employment Agreement dated Incorporated by reference to Exhibit
March 27, 2002 by and between the 10.45 of the Registrant's Form 10-K for
Registrant and Mitch Berg* the fiscal year ended March 31, 2002.
10.46 French Annex to the Stellent, Inc. 2000 Incorporated by reference to Exhibit
Stock Incentive Plan 10.46 of the Registrant's Form 10-K for
the fiscal year ended March 31, 2002.
10.47 Transition Agreement Dated March 31, 2003 Previously Filed
by and between the Registrant and Vernon
J. Hanzlik*
10.48 Employment Agreement Dated April 1, 2003 Previously Filed
by and between the Registrant and Vernon
J. Hanzlik*
21 Subsidiaries of Registrant Previously Filed
23 Consent of Grant Thornton LLP Electronic transmission
24 Power of Attorney Previously Filed
31.1 Certification by Robert F. Olson, Electronic transmission
Chairman of the Board, President and
Chief Executive Officer, pursuant to
Section 302 of the Sarbanes-Oxley Act of
2002.
31.2 Certification by Gregg A. Waldon, Electronic transmission
Executive Vice President, Chief Financial
Officer, Secretary and Treasurer,
pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32.1 Certification by Robert F. Olson, Electronic transmission
Chairman of the Board, President and
Chief Executive Officer, pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002.
31.2 Certification by Gregg A. Waldon, Electronic transmission
Executive Vice President, Chief Financial
Officer, Secretary and Treasurer,
pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
---------------
* Management contract, compensation plan or arrangement.