FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended: October 31, 2001 Commission File Number: 00-1033864 ---------------- ---------- DOCUCORP INTERNATIONAL, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 75-2690838 - ------------------------------- ---------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) identification number) 5910 North Central Expressway, Suite 800, Dallas, Texas 75206 ------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (214) 891-6500 --------------------------------------------------- (Registrant's telephone number including area code) Not applicable ---------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) 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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: Common Stock, $.01 par value, 13,429,548 shares outstanding as of December 1, 2001. DOCUCORP INTERNATIONAL, INC. TABLE OF CONTENTS QUARTERLY REPORT FORM 10-Q OCTOBER 31, 2001 Part I - Financial information <Table> <Caption> Page ---- Item 1. Financial Statements (Unaudited) Consolidated Balance Sheets as of October 31, 2001 and July 31, 2001 2 Interim Consolidated Statements of Operations and Comprehensive Income for the three months ended October 31, 2001 and 2000 3 Interim Consolidated Statements of Cash Flows for the three months ended October 31, 2001 and 2000 4 Notes to Interim Consolidated Financial Statements 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Item 3. Quantitative and Qualitative Disclosures About Market Risk 12 Part II - Other Information Item 6. Exhibits and Reports on Form 8-K 13 Signatures 14 </Table> DOCUCORP INTERNATIONAL, INC. CONSOLIDATED BALANCE SHEETS (IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS) (UNAUDITED) <Table> <Caption> October 31, July 31, 2001 2001 ------------- ------------- ASSETS Current assets: Cash and cash equivalents $ 8,112 $ 6,215 Short-term investments 3,970 3,989 Accounts receivable, net of allowance of $375 and $600, respectively 15,909 16,949 Other current assets 3,476 3,403 ------------- ------------- Total current assets 31,467 30,556 Fixed assets, net of accumulated depreciation of $9,154 and $8,545, respectively 6,815 6,786 Software, net of accumulated amortization of $14,258 and $13,635, respectively 7,657 7,406 Goodwill, net of accumulated amortization of $4,940 5,846 5,846 Other assets 1,243 1,190 ------------- ------------- $ 53,028 $ 51,784 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 1,377 $ 2,239 Accrued liabilities: Accrued compensation 5,214 3,678 Other 1,263 1,213 Deferred revenue 11,347 11,223 Income taxes payable 1,266 912 ------------- ------------- Total current liabilities 20,467 19,265 Other long-term liabilities 1,377 1,452 Commitments and contingencies Stockholders' equity: Preferred stock, $.01 par value, 1,000,000 shares authorized; none issued 0 0 Common stock, $.01 par value, 50,000,000 shares authorized; 16,593,849 shares issued 166 166 Additional paid-in capital 43,898 43,899 Treasury stock at cost, 3,124,559 and 2,825,299 shares, respectively (13,389) (12,333) Accumulated earnings (deficit) 535 (705) Foreign currency translation adjustment (26) 40 ------------- ------------- Total stockholders' equity 31,184 31,067 ------------- ------------- $ 53,028 $ 51,784 ============= ============= </Table> See accompanying notes to interim consolidated financial statements. 2 DOCUCORP INTERNATIONAL, INC. INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (IN THOUSANDS EXCEPT PER SHARE AMOUNTS) (UNAUDITED) <Table> <Caption> Three months ended October 31, ------------------------------ 2001 2000 ------------- ------------- REVENUES ASP hosting $ 4,550 $ 3,064 Professional services 5,306 4,696 License 2,652 3,044 Maintenance and other recurring 4,642 3,996 ------------- ------------- Total revenues 17,150 14,800 ------------- ------------- EXPENSES ASP hosting 3,953 3,024 Professional services 4,284 3,819 Product development and support 2,712 2,660 Selling, general and administrative 4,304 3,870 ------------- ------------- Total expenses 15,253 13,373 ------------- ------------- Operating income 1,897 1,427 Other income, net 128 42 ------------- ------------- Income before income taxes and cumulative effect of accounting change 2,025 1,469 Provision for income taxes 784 643 ------------- ------------- Income before cumulative effect of accounting change 1,241 826 Cumulative effect of accounting change, net of tax 0 (990) ------------- ------------- Net income (loss) $ 1,241 $ (164) ============= ============= Other comprehensive income: Foreign currency translation adjustment, net of tax (66) 93 ------------- ------------- Comprehensive income (loss) $ 1,175 $ (71) ============= ============= Weighted average basic shares outstanding 13,624 14,960 ============= ============= Basic net income (loss) per share: Income before cumulative effect of accounting change $ 0.09 $ 0.06 Cumulative effect of accounting change 0 (0.07) ------------- ------------- Basic net income (loss) per share $ 0.09 $ (0.01) ============= ============= Weighted average diluted shares outstanding 14,377 15,807 ============= ============= Diluted net income (loss) per share: Income before cumulative effect of accounting change $ 0.09 $ 0.05 Cumulative effect of accounting change 0 (0.06) ------------- ------------- Diluted net income (loss) per share $ 0.09 $ (0.01) ============= ============= </Table> See accompanying notes to interim consolidated financial statements. 3 DOCUCORP INTERNATIONAL, INC. INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) (UNAUDITED) <Table> <Caption> Three months ended October 31, ------------------------------ 2001 2000 ------------- ------------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ 1,241 $ (164) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation 627 518 Amortization of capitalized software 623 544 Amortization of goodwill 0 285 Provision for doubtful accounts 236 123 Stock option compensation expense 6 5 Cumulative effect of accounting change 0 990 Changes in assets and liabilities: (Increase) decrease in accounts receivable 824 (2,639) (Increase) decrease in other assets (121) (85) Decrease in accounts payable (863) (15) Increase in accrued liabilities 1,577 333 Increase (decrease) in deferred revenue 120 (400) Increase in other liabilities 279 900 ------------- ------------- Total adjustments 3,308 (559) ------------- ------------- Net cash provided by operating activities 4,549 395 ------------- ------------- CASH FLOWS FROM INVESTING ACTIVITIES Purchase of short-term investments (3,970) (3,910) Sale of short-term investments 3,989 5,832 Purchase of fixed assets (650) (617) Capitalized software development costs (874) (509) ------------- ------------- Net cash provided by (used in) investing activities (1,505) 796 ------------- ------------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from exercise of stock options 1 14 Purchase of treasury stock (1,065) (1,812) ------------- ------------- Net cash used in financing activities (1,064) (1,798) ------------- ------------- Effect of exchange rates on cash flows (83) (26) Net increase (decrease) in cash and cash equivalents 1,897 (633) Cash and cash equivalents at beginning of period 6,215 4,739 ------------- ------------- Cash and cash equivalents at end of period $ 8,112 $ 4,106 ============= ============= </Table> See accompanying notes to interim consolidated financial statements. 4 DOCUCORP INTERNATIONAL, INC. NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (CONT.) (UNAUDITED) NOTE 1 - BASIS OF PRESENTATION The accompanying unaudited interim consolidated financial statements of Docucorp International, Inc. and its subsidiaries ("Docucorp" or the "Company") for the three month periods ended October 31, 2001 and 2000 have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The financial information presented should be read in conjunction with the Company's annual consolidated financial statements for the year ended July 31, 2001. The foregoing unaudited interim consolidated financial statements reflect all adjustments (all of which are of a normal recurring nature) which are, in the opinion of management, necessary for a fair presentation of the results of the interim periods. Operating results for the three months ended October 31, 2001 are not necessarily indicative of the results to be expected for the year. Certain prior year amounts have been reclassified to conform to the current year presentation. NOTE 2 - PRINCIPLES OF CONSOLIDATION The unaudited interim consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The accounts of the Company's foreign subsidiary are maintained in its local currency. The accompanying unaudited interim consolidated financial statements have been translated and adjusted to reflect U.S. dollars in accordance with accounting principles generally accepted in the United States. NOTE 3 - NET INCOME PER SHARE The Company's basic and diluted net income per share are computed in accordance with Statement of Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS 128"). Basic net income per share is computed using the weighted average number of common shares outstanding. Diluted net income per share is computed using the weighted average number of common shares outstanding and the assumed exercise of stock options and warrants (using the treasury stock method). The following is a reconciliation of the shares used in computing basic and diluted net income per share for the periods indicated (in thousands): <Table> <Caption> Three months ended October 31, ----------------------------- 2001 2000 ------------- ------------- Shares used in computing basic net income per share 13,624 14,960 Dilutive effect of stock options and warrants 753 847 ------------- ------------- Shares used in computing diluted net income per share 14,377 15,807 ============= ============= </Table> 5 DOCUCORP INTERNATIONAL, INC. NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Options to purchase approximately 1,404,000 and 1,164,000 shares of Common Stock at average exercise prices of $4.41 and $4.59 per share at October 31, 2001 and 2000, respectively, were anti-dilutive and not included in the computation of diluted net income per share, because the options' exercise price was greater than the average market price of the Common Stock for the period. NOTE 4 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In June 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"). Adoption of SFAS 142 is required for fiscal years beginning after December 15, 2001, and earlier adoption is permitted for entities with fiscal years beginning after March 15, 2001, provided that the first interim financial statements have not been previously issued. SFAS 142 requires that goodwill and intangible assets which have indefinite useful lives not be amortized but rather tested at least annually for impairment. SFAS 142 provides specific guidance for testing goodwill and intangible assets that will not be amortized for impairment. The Company adopted SFAS 142 as of August 1, 2001. The Company has performed an initial impairment analysis and determined that there is no impairment on the carrying value of goodwill. In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144"). Adoption of SFAS 144 is required for fiscal years beginning after December 15, 2001, and interim periods within those fiscal years, with early adoption encouraged. SFAS 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets. This statement supersedes SFAS 121 and related literature and establishes a single accounting model, based on the framework established in SFAS 121, for long-lived assets to be disposed of by sale. The Company adopted SFAS 144 as of August 1, 2001. The adoption of SFAS 144 did not have a material impact on the Company's consolidated financial statements for the quarter ended October 31, 2001. NOTE 5 - GOODWILL AND OTHER INTANGIBLE ASSETS - ADOPTION OF SFAS 142 The following table reflects the effect of SFAS 142 on net income before cumulative effect of accounting change and net income per share before cumulative effect of accounting change as if SFAS 142 had been in effect for all periods presented (in thousands except per share amounts): 6 DOCUCORP INTERNATIONAL, INC. NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) <Table> <Caption> Three months ended October 31, ----------------------------- 2001 2000 ------------- ------------- Net income before cumulative effect of accounting change $ 1,241 $ 826 Goodwill amortization, net of tax 0 220 ------------- ------------- Adjusted net income before cumulative effect of accounting change $ 1,241 $ 1,046 ============= ============= Basic net income per share before cumulative effect of accounting change: Reported net income before cumulative effect of accounting change $ 0.09 $ 0.06 Goodwill amortization, net of tax 0 0.01 ------------- ------------- Adjusted net income per share before cumulative effect of accounting change $ 0.09 $ 0.07 ============= ============= Diluted net income per share before cumulative effect of accounting change: Reported net income before cumulative effect of accounting change $ 0.09 $ 0.05 Goodwill amortization, net of tax 0 0.02 ------------- ------------- Adjusted net income per share before cumulative effect of accounting change $ 0.09 $ 0.07 ============= ============= </Table> 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Certain information contained herein may include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts included in this Form 10-Q, are forward-looking statements. Such statements are subject to certain risks and uncertainties, which include, but are not limited to, events of September 11, 2001, dependence upon the insurance and utilities industries, technological advances, attraction and retention of technical employees, fluctuations in operating results, and the other risk factors and cautionary statements listed from time to time in the Company's periodic reports filed with the Securities and Exchange Commission. All forward-looking statements included in this Form 10-Q and all subsequent oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. OVERVIEW Docucorp International, Inc. ("Docucorp" or the "Company") develops, markets and supports a portfolio of enterprise-wide software products that enable users to acquire, manage, personalize and present information. The Company provides professional services related to its information software products including consulting, implementation, integration and training. In addition, the Company provides application service provider ("ASP") hosting using its software and facilities to provide processing, print, mail, archival and Internet delivery of documents for customers who outsource these activities. The Company's software products support leading hardware platforms, operating systems, printers and imaging systems. These products are designed to personalize, produce and manage documents such as insurance policies, utility statements, telephone bills, bank and mutual fund statements, invoices, direct mail correspondence, bills of lading and other customer-oriented documents. The Company's ASP offerings include customer statement and bill generation, electronic bill presentment and payment, insurance policy production and electronic document archival. The Company currently has an installed base of more than 1,200 customers. More than half of the 200 largest North American insurance companies use the Company's software products and services, including the 10 largest life and health insurance companies and nine of the 10 largest property and casualty insurance companies. Many of the largest North American utilities companies, major international financial services institutions, and clients in higher education and the telecommunications industries use the Company's products and services. The Company derives its revenues from ASP hosting fees, professional services fees, license fees and recurring maintenance fees related to its software products. ASP hosting revenues consist of fees earned from customers who outsource customer statements and insurance policy production applications. Professional services revenues include fees for consulting, implementation and education services. License revenues are generally derived from perpetual licenses of software products. Maintenance and other recurring revenues consist primarily of recurring license fees and annual software maintenance contracts. 8 HISTORICAL OPERATING RESULTS OF THE COMPANY The following table sets forth selected unaudited interim consolidated statements of operations data of the Company expressed as a percentage of total revenues for the periods indicated: <Table> <Caption> Three months ended October 31, ------------------------------ 2001 2000 ------------- ------------- Revenues ASP hosting 27% 21% Professional services 31 32 License 15 20 Maintenance and other recurring 27 27 ------------- ------------- Total revenues 100 100 Expenses ASP hosting 23 20 Professional services 25 26 Product development and support 16 18 Selling, general and administrative 25 26 ------------- ------------- Total expenses 89 90 ------------- ------------- Operating income 11 10 Other income, net 1 0 ------------- ------------- Income before income taxes and cumulative effect of accounting change 12 10 Provision for income taxes 5 4 ------------- ------------- Income before cumulative effect of accounting change 7 6 Cumulative effect of accounting change, net of tax 0 (7) ------------- ------------- Net income (loss) 7% (1)% ============= ============= </Table> COMPARATIVE ANALYSIS OF QUARTERLY RESULTS FOR THE THREE MONTHS ENDED OCTOBER 31, 2001 AND 2000 REVENUES Total revenues increased 16% due to an increase in ASP hosting revenues, professional services revenues, and maintenance revenues, partially offset by a decrease in license revenues. ASP hosting revenues increased 48% due to the addition of several new customers. Professional services revenues increased 13% due to the expansion of this business and the adoption of Staff Accounting Bulletin No. 101 ("SAB 101"). Maintenance revenues increased 16% due to an expanding customer base. License revenues decreased 13% as a result of a lower volume of contracts in the three months ended October 31, 2001. Backlog for the Company's products and services of approximately $46.8 million as of October 31, 2001, of which approximately $25.2 million is scheduled to be satisfied within one year, is primarily composed of recurring software license fees and maintenance revenues for ongoing maintenance and support, software implementation and consulting services, and ASP hosting services. Software agreements for recurring license fees generally have non-cancelable terms of up to five years. Annual maintenance contracts may generally be terminated upon 30 to 60 days notice; however, the Company has not historically experienced material cancellations of such contracts. Software implementation and consulting services backlog is principally performed under time and material agreements of which some 9 have cancellation provisions. ASP hosting agreements generally provide that fees are charged on a per transaction basis. The estimated future revenues with respect to software implementation and ASP hosting services are based on management's estimate of revenues over the remaining life of the respective contracts. ASP HOSTING EXPENSE ASP hosting expense is composed primarily of personnel costs, facility-related costs, postage, and supplies expense related to the Company's two ASP hosting centers. ASP hosting expense increased 31% for the three months ended October 31, 2001 due primarily to increased personnel and computer costs associated with expanding the business. ASP hosting expense also increased as a result of approximately $236,000 of additional postage and supplies expense related to increased ASP hosting revenues. For the three months ended October 31, 2001 and 2000, ASP hosting expense represented 87% and 99% of ASP hosting revenues, respectively. The decrease in cost as a percentage of revenues is mainly due to greater efficiency in the ASP centers as the revenues increase. ASP hosting expense is expected to increase based on customer and market requirements. PROFESSIONAL SERVICES EXPENSE Professional services expense is composed primarily of personnel expenses related to implementation, education, and consulting services. Professional services expense increased 12% due primarily to additional personnel costs as a result of expanding the department to accommodate increased revenue levels. For both the three month periods ended October 31, 2001 and 2000, professional services expense represented 81% of professional services revenues. The Company expects professional services expense to increase in order to meet additional resource requirements as professional services activities increase both in North America and Europe. PRODUCT DEVELOPMENT AND SUPPORT EXPENSE Product development and support expense consists primarily of research and development efforts, amortization of capitalized software development costs, customer support, and other product support costs. For the three months ended October 31, 2001, product development and support expense increased 2%. The increase is related to additional personnel expenses for continued development and support efforts of the Company's products, offset by an increase in software capitalization related to the development of the Company's products. The Company anticipates continued increases in development efforts, including Internet applications, integration of its existing product offerings, further development of systems for use in industries such as utilities and financial services, development of new software products, and continued support of its existing product lines. Expenditures in this area are expected to increase in relation to the anticipated growth in revenues. SELLING, GENERAL AND ADMINISTRATIVE EXPENSE Selling, general and administrative expense increased 11%. This is primarily due to additional personnel costs as the Company focuses on expanding the sales force. This increase was partially offset by the discontinuation of goodwill amortization in the three months ended October 31, 2001 due to the adoption of Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets," ("SFAS 142") which discontinues amortization of goodwill and indefinite lived assets. OTHER INCOME, NET Other income, net increased approximately $86,000 largely due to a gain on foreign exchange rate associated with the Company's European subsidiary for the three months ended October 31, 2001 as compared to a loss on foreign rate for the comparable prior year period. This increase was partially offset by a decrease in interest income. 10 PROVISION FOR INCOME TAXES The effective tax rates for the three month periods ended October 31, 2001 and 2000 were approximately 39% and 44%, respectively. The decrease in the effective tax rate is related to the adoption of SFAS 142 for the three months ended October 31, 2001. NET INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE Net income before cumulative effect of accounting change increased 50% for the three months ended October 31, 2001. This increase is primarily due to revenue growth with controlled expenses, increased efficiency in the ASP hosting centers, elimination of goodwill amortization and the decrease in the effective tax rate. LIQUIDITY AND CAPITAL RESOURCES At October 31, 2001, the Company's principal sources of liquidity consisted of cash of approximately $8.1 million and short-term investments of approximately $4.0 million. Cash and cash equivalents for the three months ended October 31, 2001 increased approximately $1.9 million due primarily to cash generated by operations, offset by the purchase of fixed assets, capitalized software development costs and purchase of treasury stock. Cash flows used in investing activities of approximately $650,000 were related to the purchase of fixed assets and approximately $874,000 related to costs associated with the development of capitalized software. Cash flows used in financing activities of approximately $1.1 million relate to the purchase of treasury stock. As of October 31, 2001, the Company had approximately 3,125,000 shares of treasury stock at an average per share cost of $4.29. Since inception of the Company's stock repurchase program in fiscal 1999, the Company has repurchased approximately 4,450,000 shares of stock at an average purchase price of $4.46. The Company's board of directors believes the repurchase program is an appropriate means of increasing shareholder value. Accordingly, the board of directors previously authorized the Company to repurchase up to an aggregate of 5,000,000 shares of stock. Working capital was approximately $11.0 million at October 31, 2001, compared with approximately $11.3 million at July 31, 2001. The Company's liquidity needs are expected to arise primarily from funding the continued development, enhancement, and support of its software offerings, selling and marketing costs associated principally with continued entry into new vertical and international markets, and purchase of treasury stock under the Company's stock repurchase program. Although the Company has no current commitments or agreements with respect to any acquisition of other businesses or technologies, a portion of the Company's cash could be used to acquire complementary businesses or obtain the right to use complementary technologies. The Company currently anticipates that existing cash and short-term investments and cash generated from operations will be sufficient to satisfy its operating cash needs for the foreseeable future. 11 RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In June 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets". Adoption of SFAS 142 is required for fiscal years beginning after December 15, 2001, and earlier adoption is permitted for entities with fiscal years beginning after March 15, 2001, provided that the first interim financial statements have not been previously issued. SFAS 142 requires that goodwill and intangible assets which have indefinite useful lives not be amortized but rather tested at least annually for impairment. SFAS 142 provides specific guidance for testing goodwill and intangible assets that will not be amortized for impairment. The Company adopted SFAS 142 as of August 1, 2001. The Company has performed an initial impairment analysis and determined that there is no impairment on the carrying value of goodwill. In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144"). Adoption of SFAS 144 is required for fiscal years beginning after December 15, 2001, and interim periods within those fiscal years, with early adoption encouraged. SFAS 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets. This statement supersedes SFAS 121 and related literature and establishes a single accounting model, based on the framework established in SFAS 121, for long-lived assets to be disposed of by sale. The Company adopted SFAS 144 as of August 1, 2001. The adoption of SFAS 144 did not have a material impact on the Company's consolidated financial statements for the quarter ended October 31, 2001. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company has no derivative financial instruments in its cash and cash equivalent balances. The Company invests its cash and cash equivalents in investments-grade, highly liquid investments, consisting of money market instruments and commercial paper. The Company is exposed to market risk arising from changes in foreign currency exchange rates as a result of selling its products and services outside the U.S. (principally Europe). A portion of the Company's sales generated from its non-U.S. operations are denominated in currencies other than the U.S. dollar, principally British pounds. Consequently, the translated U.S. dollar value of Docucorp's non-U.S. sales and operating results are subject to currency exchange rate fluctuations which may favorably or unfavorably impact reported earnings and may affect comparability of period-to-period operating results. For the three months ended October 31, 2001, approximately 5% of the Company's revenues and operating expenses were denominated in British pounds. For the three months ended October 31, 2000, approximately 1% of the Company's revenues and 5% of the Company's operating expenses were denominated in British pounds. Historically, the effect of fluctuations in currency exchange rates has not had a material impact on the Company's operations; however, there can be no guarantees that it will not have a material impact in the future. The Company's exposure to fluctuations in currency exchange rates will increase as it expands its operations outside the U.S. 12 PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Reports on Form 8-K. No reports on Form 8-K were filed during the three months ended October 31, 2001. 13 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Docucorp International, Inc. - ----------------------------- (Registrant) /s/ Michael D. Andereck Date December 17, 2001 - ----------------------------- ----------------- President and Chief Executive Officer (Duly Authorized Officer and Principal Financial Officer) 14