8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Earliest Event Reported: October 21, 2003

DOCUMENTUM, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation or organization) 000-27358
(Commission File Number) 95-4261421
(IRS Employer
Identification No.)

6801 Koll Center Parkway, Pleasanton, California
(Address of principal executive offices) 94566-7047
(Zip Code)

Registrant’s telephone number, including area code (925) 600-6800

N/A

(Former name or former address, if changed since last report.)

TABLE OF CONTENTS

	Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
	Item 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
SIGNATURE
INDEX TO EXHIBITS
EXHIBIT 99.1

Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

     (c) EXHIBITS.

99.1
Press release announcing financial results for the quarter ended September 30, 2003.

Item 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

         This current report on Form 8-K, including all exhibits hereto, is being furnished to report information pursuant to Item 12 – Results of Operations and Financial Condition. The information in this current report on Form 8-K and the exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

         On October 21, 2003, Documentum, Inc. (“Documentum”) issued a press release and held a conference call regarding its financial results for the quarter ended September 30, 2003. A copy of the press release is furnished as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein.

         The non-GAAP financial measures used in the press release exclude the impact of charges related to amortization of deferred stock-based compensation and purchased intangibles. These non-GAAP financial measures are not prepared in accordance with generally accepted accounting principles and may be different from non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. The Company’s management refers to these non-GAAP financial measures, such as non-GAAP net income and diluted earnings per share, in making operating decisions because they provide meaningful supplemental information regarding the Company’s operational performance.

         In addition, these non-GAAP financial measures facilitate management’s internal comparisons to the Company’s historical operating results and comparisons to competitors’ operating results. We include these non-GAAP financial measures in our earnings announcement because we believe they are useful to investors in allowing for greater transparency to the supplemental information used by management in its financial and operational decision-making. In addition, we have historically reported similar non-GAAP financial measures to our investors and believe that the inclusion of comparative numbers provides consistency in our financial reporting at

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this time. Investors are encouraged to review the reconciliation of the non-GAAP financial measures used in these exhibits to their most directly comparable GAAP financial measure as provided with the financial statements attached to these exhibits.

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SIGNATURE

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

DOCUMENTUM, INC
 

/s/ Sayed M. Darwish

Sayed M. Darwish
Vice President, General Counsel and Secretary

Date: October 21, 2003

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DOCUMENTUM, INC.

Current Report on Form 8-K

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press release announcing financial results for the quarter ended September 30, 2003.

EX-99.1 3 f93767exv99w1.htm EXHIBIT 99.1

	Exhibit 99.1
FOR IMMEDIATE RELEASE	October 21, 2003

Documentum Public Relations Contact:	Documentum Investor Relations Contact:
Bonnie Harris	Patricia Menchaca
B3 Communications	Documentum
(415) 332-5816	(925) 600-5593
bharris@b3communications.com	patm@documentum.com

DOCUMENTUM REPORTS 31% YEAR-OVER-YEAR
TOTAL REVENUE GROWTH

— Fourth Consecutive Record Quarterly Revenue —

PLEASANTON, Calif. –October 21, 2003 - Documentum, Inc. (NASDAQ: DCTM), the leading provider of enterprise content management (ECM), today announced financial results for the third quarter ended September 30, 2003.

Total revenue for the third quarter 2003 was $73.5 million, an increase of 31% over revenue of $56.3 million reported for the third quarter of 2002, and an 8% sequential increase over $68.2 million reported for the second quarter of 2003. Additionally, the company reported that of the $73.5 million in total revenue, license revenue accounted for $36.0 million and service revenue accounted for $37.5 million.

On a GAAP basis, net income for the third quarter of 2003 was $0.9 million, compared to a net income of $2.0 million reported for the third quarter of 2002 and a net income of $0.6 million for the second quarter of 2003. On a non-GAAP basis, net income for the third quarter 2003 was $5.7 million, compared to net income of $2.0 million in the third quarter of 2002 and net income of $3.6 million in the second quarter of 2003.

On a GAAP basis, the company reported diluted earnings per share for the third quarter of $0.02 as compared to diluted earnings per share of $0.05 reported for the third quarter of 2002

and $0.01 for the second quarter of 2003. On a non-GAAP basis, diluted earnings per share for the third quarter was $0.11 as compared to diluted earnings per share of $0.05 reported for the third quarter of 2002 and non-GAAP diluted earnings per share $0.07 for the second quarter of 2003.

The non-GAAP net income and diluted earnings per share financial measures set forth above exclude charges for amortization of stock-based compensation, purchased intangibles, and restructuring charges that are otherwise normally required by GAAP and are included in the comparable GAAP figures. The charges for amortization of stock-based compensation, purchased intangibles, and restructuring charges relate to the company’s acquisition activity conducted in prior periods. These charges have been excluded from non-GAAP net income and earnings per share as management does not believe that they are representative of underlying trends in the company’s performance and their exclusion provides the investor with additional information to more readily compare the company’s results over multiple periods. In addition, the company has historically reported non-GAAP financial results that exclude charges for amortization of stock-based compensation and purchased intangibles to the investment community, and we believe the inclusion of these non-GAAP numbers provides consistency in our financial reporting. Finally, these non-GAAP results are the primary metric used by management for internal planning and forecasting the company’s financial results in future periods. The presentation of this additional non-GAAP financial information is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. A reconciliation of the company’s GAAP and non-GAAP financial results is attached at the end of this press release.

On October 14, the company also announced that EMC Corporation (NYSE: EMC) has signed a definitive agreement to acquire Documentum for $1.7 billion. For additional information, visit www.documentum.com.

“With eight consecutive quarters of total revenue growth, Documentum continues to gain market recognition as the leader in Enterprise Content Management. Now, in a bold move to further strengthen that lead through the recently announced pending acquisition by EMC, Documentum and EMC will deliver solutions that combine intelligent information storage management with a full range of enterprise content management services, for complete Information Lifecycle Management

(ILM). We believe that ILM is the next trend in content management and that it will drive the next major wave of growth in the market,” said Dave DeWalt, president and CEO of Documentum.

Third Quarter 2003 Results Conference Call and Webcast

Investors can listen to a teleconference of Documentum’s Third Quarter financial results on Tuesday, October 21, 2003, at 2:00 p.m. PDT (5:00 p.m. EDT) by calling 1-913-981-5533 (pass code 575805). The accompanying slide presentation (no audio) will be webcast simultaneous with the live teleconference and may be accessed on Documentum’s investor relations web page at — www.documentum.com/news_events/investor

The dial-in number for the audio-only replay is 1-719-457-0820 (pass code 575805). The replay and conference call slide presentation will be accessible on the company’s investor relations web page shortly after the conclusion of the live event.

About Documentum
Documentum provides enterprise content management (ECM) solutions that enable organizations to unite teams, content and associated business processes. Documentum’s integrated set of content, compliance and collaboration solutions support the way people work, from initial discussion and planning through design, production, marketing, sales, service and corporate administration. With a single platform, Documentum enables people to collaboratively create, manage, deliver and archive the content that drives business operations, from documents and discussions to email, Web pages, records and rich media. The Documentum platform makes it possible for companies to distribute all of this content in multiple languages, across internal and external systems, applications and user communities. As a result, Documentum’s customers, which include thousands of the world’s most successful organizations, harness corporate knowledge, accelerate time to market, increase customer satisfaction, enhance supply chain efficiencies and reduce operating costs, improving their overall competitive advantage.

###

Documentum and the Documentum logo are trademarks or registered trademarks of Documentum, Inc. in the US and throughout the world. All other company and product names are used for identification purposes only and may be trademarks of their respective owners. Documentum cannot guarantee completion of any future products or product features mentioned in this document, and no reliance should be placed on their availability. Printed in the U.S.A.

In addition to historical information contained herein, this news release contains forward-looking statements that involve risks and uncertainties. These forward-looking statements include, but are not limited to, statements relating to the company’s financial results for the quarter, the planned acquisition of Documentum by EMC, the ability of Documentum and EMC to successfully combine their products and services, and future growth trends in Documentum’s industry. The company’s future actual results could differ materially from these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, quarter-end accounting adjustments or adjustments required by

the company’s independent auditors following their review of the financial results for the quarter, the risks that the necessary government approvals to the acquisition by EMC may not be obtained, that the other closing conditions to the acquisition may not be satisfied, that the companies will not be able to integrate their products, operations and business effectively, that the companies’ customers, suppliers and employees will not support the acquisition, the other general risks of acquisitions, the risks associated with the software market, risks associated with development and release of new versions and new products, fluctuations in customer demand for our products, risks associated with rapid technological change, concentration of a large percentage of our quarterly revenue with a few customers, the financial, economic and political conditions in the United States and abroad, the length of our sales cycle, our reliance on a single family of products and services, our ability to identify and capitalize on new product opportunities and whether the market for content management solutions grows or declines. Such factors also include those discussed from time to time in the company’s public reports filed with the Securities and Exchange Commission, such as those under “Risk Factors” included in the company’s annual report on Form 10-K for the fiscal year ended December 31, 2002, and its quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2003, as well as the company’s other filings with the Securities and Exchange Commission, which are available at www.sec.gov. The company undertakes no obligation to update or revise these forward-looking statements.

Documentum, Inc.
Condensed Consolidated Statement of Operations
(in thousands, except per share data)*

			Three Months Ended						Nine Months Ended
			September 30,						September 30,
			2003			2002			2003			2002
			unaudited						unaudited
Revenue:
	License		$	36,012		$	28,910		$	103,125		$	81,039
	Service			37,454			27,417			105,555			79,858
		Total revenue		73,466			56,327			208,680			160,897
Cost of revenue:
	License			2,982			2,347			7,471			6,055
	Amortization of purchased intangibles			2,556			118			7,666			349
	Service			16,134			12,126			44,200			37,351
		Total cost of revenue		21,672			14,591			59,337			43,755
Gross profit				51,794			41,736			149,343			117,142
Operating expense:
	Sales and marketing			28,571			23,753			85,403			70,384
	Research and development			11,218			8,905			34,479			27,688
	General and administrative			7,061			6,020			21,935			18,154
	Restructuring costs			45			—			12,024			1,043
	Amortization of purchased intangibles			565			75			1,776			224
		Total operating expense		47,460			38,753			155,617			117,493
Income (loss) from operations				4,334			2,983			(6,274	)		(351	)
Interest income				1,247			1,606			4,020			3,511
Interest expense				(1,600	)		(1,610	)		(4,793	)		(3,180	)
Other expense, net				(153	)		(118	)		(393	)		(206	)
Income (loss) before income taxes				3,828			2,861			(7,440	)		(226	)
Provision for (benefit from) income taxes				2,947			858			(3,937	)		(68	)
Net income (loss)			$	881		$	2,003		$	(3,503	)	$	(158	)
Basic income (loss) per share			$	0.02		$	0.05		$	(0.07	)	$	—
Diluted income (loss) per share			$	0.02		$	0.05		$	(0.07	)	$	—
Shares used to compute income (loss) per share:
Basic				49,866			39,760			49,143			39,527
Diluted				53,044			41,152			49,143			39,527

 * Certain prior year amounts have been reclassified to conform to current year’s presentation

Documentum, Inc.
Condensed Consolidated Statement of Operations
GAAP to Non-GAAP Reconciliation
(in thousands, except per share data)

			Three months ended September 30, 2003
						Non-GAAP
			GAAP			Adjustments			Non-GAAP
			/------------------------------------unaudited------------------------------------/
Revenue:
	License		$	36,012		$	—		$	36,012
	Service			37,454			—			37,454
		Total revenue		73,466			—			73,466
Cost of revenue:
	License			2,982			—			2,982
	Amortization of purchased intangibles			2,556			(2,556	)		—
	Service			16,134			(212	) *		15,922
		Total cost of revenue		21,672			(2,768	)		18,904
Gross profit				51,794			2,768			54,562
Operating expense:
	Sales and marketing			28,571			(183	) *		28,388
	Research and development			11,218			(359	) *		10,859
	General and administrative			7,061			(59	) *		7,002
	Restructuring costs			45			(45	)		—
	Amortization of purchased intangibles			565			(565	)		—
		Total operating expense		47,460			(1,211	)		46,249
Income from operations				4,334			3,979			8,313
Interest income				1,247			—			1,247
Interest expense				(1,600	)		—			(1,600	)
Other expense, net				(153	)		—			(153	)
Income before income taxes				3,828			3,979			7,807
Provision for income taxes				2,947			(839	)		2,108
Net income			$	881		$	4,818		$	5,699
Basic income per share			$	0.02					$	0.11
Diluted income per share			$	0.02					$	0.11
Shares used to compute income per share Basic				49,866						49,866
Diluted				53,044						53,044

 *  Represents amortization of deferred stock-based compensation

Documentum, Inc.
Condensed Consolidated Balance Sheet
(in thousands, unaudited)*

			September 30,		December 31,
			2003		2002
ASSETS
Current assets:
	Cash and cash equivalents		$	111,625	$	112,069
	Marketable securities			171,689		141,056
	Accounts receivable, net of allowances			51,225		50,803
	Other current assets			27,428		25,707
		Total current assets		361,967		329,635
Property and equipment, net				18,488		25,949
Goodwill				92,915		93,481
Identifiable purchased intangibles, net				15,136		24,818
Other assets				17,461		18,226
			$	505,967	$	492,109
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Accounts payable		$	8,792	$	2,782
	Accrued liabilities			44,454		71,472
	Deferred revenue			44,886		37,463
	Current portion of capital lease obligation			13		48
		Total current liabilities		98,145		111,765
Long-term convertible debt				125,000		125,000
Other long-term liabilities				6,633		109
		Total liabilities		229,778		236,874
Stockholders’ equity				276,189		255,235
			$	505,967	$	492,109

 *  Certain prior year balances have been reclassified to conform to current year’s presentation

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EX-99.1

Exhibit 99.1