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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ---------------------------------------------------------------------------------------



| |  | FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003
| |  | -------------------------------------------------



| ̈ |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
|- |  | --------------------------------------------------------------------------------------------



| |  | For The Transition Period From  To
| |  | ----------------------------------



Commission file number 0-22292



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Captiva Software Corporation

(Exact name of Registrant as specified in its charter)



|Delaware                                                       |  | 77-0104275                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



10145 Pacific
Heights Boulevard

San Diego, CA 92121

(858) 320-1000

(Address, including zip code, and telephone number, including area code, of
Registrants principal executive offices)



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Former name, former address and former fiscal year, if changed since last report:



Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter 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 whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).



Yes ̈No  x



As of October 31, 2003, there were 10,359,267 shares of the registrants common stock, par value $0.01, outstanding.



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##### Table of Contents

CAPTIVA SOFTWARE CORPORATION



FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2003

INDEX



|                              |  |                                                                                                                                                                    |  | PageNo.
|----------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------
|PART I. FINANCIAL INFORMATION
|                              |  |                                                                                                                                                                   
|Item 1.                       |  | Financial Statements                                                                                                                                               |  |        
|                              |  |                                                                                                                                                                   
|                              |  | Consolidated Condensed Balance Sheets at September 30, 2003 and December 31, 2002 (unaudited)                                                                      |  | 3      
|                              |  |                                                                                                                                                                   
|                              |  | Consolidated Condensed Statements of Operations for the Three and Nine-Month Periods Ended September 30, 2003 and 2002 (unaudited)                                 |  | 4      
|                              |  |                                                                                                                                                                   
|                              |  | Consolidated Condensed Statements of Stockholders Equity and Total Comprehensive Income for the Three and Nine-Month Periods Ended September 30, 2003 (unaudited) |  | 5      
|                              |  |                                                                                                                                                                   
|                              |  | Consolidated Condensed Statements of Cash Flows for the Nine-Month Periods Ended September 30, 2003 and 2002 (unaudited)                                           |  | 6      
|                              |  |                                                                                                                                                                   
|                              |  | Notes to Consolidated Condensed Financial Statements (unaudited)                                                                                                   |  | 7      
|                              |  |                                                                                                                                                                   
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                                              |  | 14     
|                              |  |                                                                                                                                                                   
|                              |  | Risk Factors                                                                                                                                                       |  | 24     
|                              |  |                                                                                                                                                                   
|Item 3.                       |  | Quantitative and Qualitative Disclosures About Market Risk                                                                                                         |  | 29     
|                              |  |                                                                                                                                                                   
|Item 4.                       |  | Controls and Procedures                                                                                                                                            |  | 29     
|                             
|PART II. OTHER INFORMATION   
|                              |  |                                                                                                                                                                   
|Item 1.                       |  | Legal Proceedings                                                                                                                                                  |  | 30     
|                              |  |                                                                                                                                                                   
|Item 2.                       |  | Changes in Securities and Use of Proceeds                                                                                                                          |  | 30     
|                              |  |                                                                                                                                                                   
|Item 3.                       |  | Defaults Upon Senior Securities                                                                                                                                    |  | 30     
|                              |  |                                                                                                                                                                   
|Item 4.                       |  | Submission of Matters to a Vote of Security Holders                                                                                                                |  | 30     
|                              |  |                                                                                                                                                                   
|Item 5.                       |  | Other Information                                                                                                                                                  |  | 30     
|                              |  |                                                                                                                                                                   
|Item 6.                       |  | Exhibits and Reports on Form 8-K                                                                                                                                   |  | 30     
|                              |  |                                                                                                                                                                   
|Signatures                    |  |                                                                                                                                                                    |  | 31     



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##### Table of Contents

Part I - Financial Information

Item 1 - Financial Statements



CAPTIVA SOFTWARE CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEETS*

(UNAUDITED)

(IN THOUSANDS)



|                                             |  | September 30,2003 |        |   | December 31,2002 |  
|-------------------------------------------- |  | ----------------- | ------ | - | ---------------- | -
|ASSETS                                       |  |                   |        |   |                  |  
|Current assets:                              |  |                   |        |   |                  |  
|Cash and cash equivalents                    |  | $                 | 12,428 |   |                  | $
|Accounts receivable, net                     |  |                   | 10,439 |   |                  |  
|Deferred tax assets                          |  |                   | 1,578  |   |                  |  
|Prepaid expenses and other current assets    |  |                   | 1,693  |   |                  |  
|                                             |  |                   |        |   |                  |  
|Total current assets                         |  |                   | 26,138 |   |                  |  
|Property and equipment, net                  |  |                   | 846    |   |                  |  
|Other assets                                 |  |                   | 385    |   |                  |  
|Goodwill                                     |  |                   | 6,082  |   |                  |  
|Other intangible assets, net                 |  |                   | 4,286  |   |                  |  
|                                             |  |                   |        |   |                  |  
|Total assets                                 |  | $                 | 37,737 |   |                  | $
|                                             |  |                   |        |   |                  |  
|LIABILITIES AND STOCKHOLDERS EQUITY         |  |                   |        |   |                  |  
|Current liabilities:                         |  |                   |        |   |                  |  
|Accounts payable                             |  | $                 | 626    |   |                  | $
|Accrued compensation and related liabilities |  |                   | 2,790  |   |                  |  
|Other liabilities                            |  |                   | 3,647  |   |                  |  
|Line of credit                               |  |                   | 1,000  |   |                  |  
|Deferred revenue                             |  |                   | 10,463 |   |                  |  
|                                             |  |                   |        |   |                  |  
|Total current liabilities                    |  |                   | 18,526 |   |                  |  
|                                             |  |                   |        |   |                  |  
|Deferred revenue                             |  |                   | 625    |   |                  |  
|Other liabilities                            |  |                   | 358    |   |                  |  
|Commitments                                  |  |                   |        |   |                  |  
|Stockholders equity:                        |  |                   |        |   |                  |  
|Preferred stock                              |  |                   |       |   |                  |  
|Common stock                                 |  |                   | 100    |   |                  |  
|Additional paid in capital                   |  |                   | 19,552 |   |                  |  
|Accumulated deficit                          |  |                   | (1,460 | ) |                  |  
|Accumulated other comprehensive income       |  |                   | 36     |   |                  |  
|                                             |  |                   |        |   |                  |  
|Total stockholders equity                   |  |                   | 18,228 |   |                  |  
|                                             |  |                   |        |   |                  |  
|Total liabilities and stockholders equity   |  | $                 | 37,737 |   |                  | $
|                                             |  |                   |        |   |                  |  



*The accompanying notes
are an integral part of these consolidated condensed financial statements.



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CAPTIVA SOFTWARE CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS*

(UNAUDITED)

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)



|                                            |  | Three Months EndedSeptember 30, |        |   | Nine Months EndedSeptember 30, |  
|------------------------------------------- |  | ------------------------------- | ------ | - | ------------------------------ | -
|                                            |  | 2003                            |        |   | 2002                           |  
|Net revenues:                               |  |                                 |        |   |                                |  
|Software                                    |  | $                               | 7,092  |   |                                | $
|Services                                    |  |                                 | 5,558  |   |                                |  
|Hardware and other                          |  |                                 | 1,867  |   |                                |  
|                                            |  |                                 |        |   |                                |  
|Total revenues                              |  |                                 | 14,517 |   |                                |  
|Cost of revenues:                           |  |                                 |        |   |                                |  
|Software                                    |  |                                 | 741    |   |                                |  
|Services                                    |  |                                 | 2,502  |   |                                |  
|Hardware and other                          |  |                                 | 1,465  |   |                                |  
|Amortization of purchased intangible assets |  |                                 | 523    |   |                                |  
|                                            |  |                                 |        |   |                                |  
|Total cost of revenues                      |  |                                 | 5,231  |   |                                |  
|                                            |  |                                 |        |   |                                |  
|Gross profit                                |  |                                 | 9,286  |   |                                |  
|Operating expenses:                         |  |                                 |        |   |                                |  
|Research and development                    |  |                                 | 2,181  |   |                                |  
|Sales and marketing                         |  |                                 | 4,294  |   |                                |  
|General and administrative                  |  |                                 | 1,609  |   |                                |  
|Merger costs                                |  |                                 | (10    | ) |                                |  
|In-process research and development         |  |                                 |       |   |                                |  
|                                            |  |                                 |        |   |                                |  
|Total operating expenses                    |  |                                 | 8,074  |   |                                |  
|                                            |  |                                 |        |   |                                |  
|Operating income (loss)                     |  |                                 | 1,212  |   |                                |  
|Other income (expense), net                 |  |                                 | (35    | ) |                                |  
|                                            |  |                                 |        |   |                                |  
|Income (loss) before income taxes           |  |                                 | 1,177  |   |                                |  
|Provision for income taxes                  |  |                                 | 471    |   |                                |  
|                                            |  |                                 |        |   |                                |  
|Net income (loss)                           |  | $                               | 706    |   |                                | $
|                                            |  |                                 |        |   |                                |  
|Basic net income (loss) per share           |  | $                               | 0.07   |   |                                | $
|                                            |  |                                 |        |   |                                |  
|Diluted net income (loss) per share         |  | $                               | 0.06   |   |                                | $
|                                            |  |                                 |        |   |                                |  
|Basic common equivalent shares              |  |                                 | 9,607  |   |                                |  
|                                            |  |                                 |        |   |                                |  
|Diluted common equivalent shares            |  |                                 | 11,516 |   |                                |  
|                                            |  |                                 |        |   |                                |  



*The accompanying notes
are an integral part of these consolidated condensed financial statements.



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CAPTIVA SOFTWARE CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS EQUITY AND TOTAL

COMPREHENSIVE INCOME*

(UNAUDITED)

(IN THOUSANDS)



|                                                            |  | Common Stock   |  | AdditionalPaid inCapital |     | AccumulatedDeficit |   |        | AccumulatedOtherComprehensiveIncome |   |        | TotalStockholdersEquity | 
|----------------------------------------------------------- |  | -------------- |  | ------------------------ | --- | ------------------ | - | ------ | ----------------------------------- | - | ------ | ------------------------ | 
|                                                            |  | NumberofShares |  | Amount                   |     |                    |   |       
|Balance at December 31, 2002                                |  | 8,860          |  | $                        | 89  |                    | $ | 15,499 |                                     | $ | (2,549 | )                        | 
|Exercise of stock options                                   |  | 4              |  |                          |    |                    |   | 10     |                                     |   |        |                          | 
|Comprehensive income:                                       |  |                |  |                          |     |                    |   |        |                                     |   |        |                          | 
|Foreign currency translation adjustment                     |  |                |  |                          |     |                    |   |        |                                     |   |        |                          | 
|Net income                                                  |  |                |  |                          |     |                    |   |        |                                     |   | 82     |                          | 
|                                                            |  |                |  |                          |     |                    |   |        |                                     |   |        |                          | 
|Total comprehensive income                                  |  |                |  |                          |     |                    |   |        |                                     |   |        |                          | 
|                                                            |  |                |  |                          |     |                    |   |        |                                     |   |        |                          | 
|Balance at March 31, 2003                                   |  | 8,864          |  | $                        | 89  |                    | $ | 15,509 |                                     | $ | (2,467 | )                        | 
|Exercise of stock options                                   |  | 295            |  |                          | 3   |                    |   | 712    |                                     |   |        |                          | 
|Issuance of common stock under employee stock purchase plan |  | 82             |  |                          | 1   |                    |   | 111    |                                     |   |        |                          | 
|Comprehensive income:                                       |  |                |  |                          |     |                    |   |        |                                     |   |        |                          | 
|Foreign currency translation adjustment                     |  |                |  |                          |     |                    |   |        |                                     |   |        |                          | 
|Net income                                                  |  |                |  |                          |     |                    |   |        |                                     |   | 301    |                          | 
|                                                            |  |                |  |                          |     |                    |   |        |                                     |   |        |                          | 
|Total comprehensive income                                  |  |                |  |                          |     |                    |   |        |                                     |   |        |                          | 
|                                                            |  |                |  |                          |     |                    |   |        |                                     |   |        |                          | 
|Balance at June 30, 2003                                    |  | 9,241          |  | $                        | 93  |                    | $ | 16,332 |                                     | $ | (2,166 | )                        | 
|Exercise of stock options                                   |  | 708            |  |                          | 7   |                    |   | 2,113  |                                     |   |        |                          | 
|Tax benefit of stock option exercises                       |  |                |  |                          |     |                    |   | 1,107  |                                     |   |        |                          | 
|Comprehensive income:                                       |  |                |  |                          |     |                    |   |        |                                     |   |        |                          | 
|Foreign currency translation adjustment                     |  |                |  |                          |     |                    |   |        |                                     |   |        |                          | 
|Net income                                                  |  |                |  |                          |     |                    |   |        |                                     |   | 706    |                          | 
|                                                            |  |                |  |                          |     |                    |   |        |                                     |   |        |                          | 
|Total comprehensive income                                  |  |                |  |                          |     |                    |   |        |                                     |   |        |                          | 
|                                                            |  |                |  |                          |     |                    |   |        |                                     |   |        |                          | 
|Balance at September 30, 2003                               |  | 9,949          |  | $                        | 100 |                    | $ | 19,552 |                                     | $ | (1,460 | )                        | 
|                                                            |  |                |  |                          |     |                    |   |        |                                     |   |        |                          | 



*The accompanying notes
are an integral part of these consolidated condensed financial statements.



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CAPTIVA SOFTWARE CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS*

(UNAUDITED)

(IN THOUSANDS)



|                                                                                                     |  | Nine Months EndedSeptember 30, |       
|---------------------------------------------------------------------------------------------------- |  | ------------------------------ | ------
|                                                                                                     |  | 2003                           |       
|Cash flows from operating activities:                                                                |  |                                |       
|Net income (loss)                                                                                    |  | $                              | 1,089 
|Adjustments to reconcile net income to net cash provided by operating activities:                    |  |                                |       
|Depreciation and amortization                                                                        |  |                                | 2,041 
|Deferred income taxes                                                                                |  |                                | (739  
|Tax benefit of stock option exercises                                                                |  |                                | 1,107 
|In-process research and development                                                                  |  |                                |      
|Net gain on sale of Dialog Server assets                                                             |  |                                |      
|Changes in operating assets and liabilities:                                                         |  |                                |       
|Accounts receivable                                                                                  |  |                                | 1,325 
|Other current assets and other assets                                                                |  |                                | (113  
|Accounts payable                                                                                     |  |                                | (73   
|Deferred revenue                                                                                     |  |                                | (239  
|Other liabilities                                                                                    |  |                                | (1,079
|                                                                                                     |  |                                |       
|Net cash provided by (used in) operating activities:                                                 |  |                                | 3,319 
|                                                                                                     |  |                                |       
|Cash flows from investing activities:                                                                |  |                                |       
|Purchases of property and equipment                                                                  |  |                                | (301  
|Investment in patents                                                                                |  |                                |      
|Proceeds from sale of Dialog Server product line                                                     |  |                                |      
|Direct costs of merger of ActionPoint, Inc. and Captiva Software Corporation                         |  |                                |      
|Cash received in the merger of ActionPoint, Inc. and Captiva Software Corporation                    |  |                                |      
|                                                                                                     |  |                                |       
|Net cash used in investing activities:                                                               |  |                                | (301  
|                                                                                                     |  |                                |       
|Cash flows from financing activities:                                                                |  |                                |       
|Proceeds from issuance of common stock                                                               |  |                                | 2,957 
|Payments on line of credit                                                                           |  |                                | (1,145
|                                                                                                     |  |                                |       
|Net cash provided by financing activities                                                            |  |                                | 1,812 
|                                                                                                     |  |                                |       
|                                                                                                     |  |                               
|Effect of exchange rate changes on cash                                                              |  |                                | 145   
|                                                                                                     |  |                                |       
|Net increase (decrease) in cash and cash equivalents                                                 |  |                                | 4,975 
|Cash and cash equivalents at beginning of period                                                     |  |                                | 7,453 
|                                                                                                     |  |                                |       
|Cash and cash equivalents at end of period                                                           |  | $                              | 12,428
|                                                                                                     |  |                                |       
|Supplemental information:                                                                            |  |                                |       
|Common stock issued in conjunction with merger of ActionPoint, Inc. and Captiva Software Corporation |  | $                              |      
|                                                                                                     |  |                                |       



*The accompanying notes
are an integral part of these consolidated condensed financial statements.



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CAPTIVA SOFTWARE CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)



1.      BASIS OF PREPARATION AND ACCOUNTING POLICIES:



Unaudited Interim Financial Information:



In this document, we, our, us, and the
Company refer to Captiva Software Corporation, formerly known as ActionPoint, Inc., and its subsidiaries, unless the context otherwise requires. The accompanying unaudited interim consolidated condensed financial statements of the
Company have been prepared in accordance with generally accepted accounting principles for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. The December 31, 2002 balance sheet data
was derived from audited financial statements contained in the Companys 2002 Annual Report on Form 10-K but does not include all disclosures required by accounting principles generally accepted in the United States of America.



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 may differ from those estimates.



In the opinion of management, the unaudited consolidated condensed financial statements for the three and nine-month periods ended September 30, 2003 and
2002 include all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial information set forth herein. These consolidated condensed financial statements and notes hereto should be read in conjunction
with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2002. The results of operations for the interim periods presented in this quarterly report on Form 10-Q are not
necessarily indicative of the results to be expected for any other interim period or the entire fiscal year and should not be relied upon as such.



Revenue Recognition:



Revenue is generated primarily from three sources: (i) software, which is primarily software license and royalty revenue, (ii) services, which includes
software license maintenance fees, training and professional services revenue and (iii) hardware and other products, which were primarily sales of digital scanners in the three and nine months ended September 30, 2003. Software license revenue is
recognized upon shipment provided that persuasive evidence of an arrangement exists, fees are fixed and determinable, collection is probable and no significant undelivered obligations remain. Royalty revenue is recognized when partners ship or
pre-purchase rights to ship products incorporating the Companys software, provided collection of such revenue is determined to be probable and the Company has no further obligations. Services revenue is recognized ratably over the period of
the maintenance contract or as the services are provided. Payments for maintenance fees are generally made in advance and are non-refundable. Revenue for hardware and other products is recognized when the following criteria are met: (i) persuasive
evidence of an arrangement exists; (ii) delivery of the products and/or services has occurred; (iii) the selling price is fixed or determinable; and (iv) collectibility is reasonably assured.



For arrangements with multiple elements (e.g. delivered and undelivered
products, maintenance and other services), the Company allocates revenue to each element of the arrangement based on the fair value of the undelivered elements, which is specific to the Company, using the residual value method. The fair values for
ongoing maintenance and support obligations are based upon separate sales of renewals to customers or upon substantive renewal rates quoted in the agreements. The fair values for services, such as training or consulting, are based upon prices of
these services when sold separately to other customers. Deferred revenue is primarily comprised of undelivered maintenance services and in some cases hardware and other products delivered but not yet accepted. When software licenses are sold with
professional services and such services are deemed essential to the functionality of the overall solution, combined software and service revenue is recognized over the service period. When software licenses are sold with professional services and
such services are not considered essential to the



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CAPTIVA SOFTWARE CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)



functionality of the software, software revenue is recognized when the
above criteria are met and service revenue is recognized as the services are performed.



Intangible Assets:



Goodwill
represents the excess of purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. Goodwill is not amortized but is tested annually for impairment. Other intangible assets
are amortized on a straight-line basis over their estimated useful lives, ranging from less than one year to five years.



The determination of the fair value of certain acquired assets and liabilities is subjective in nature and often involves the use of significant estimates
and assumptions. Determining the fair values and useful lives of intangible assets especially requires the exercise of judgment. To assist the Company in this process, the Company used an independent valuation firm. While there are a number of
different generally accepted valuation methods to estimate the value of intangible assets acquired, the Company primarily used the discounted cash flow method. This method requires significant management judgment to forecast the future operating
results used in the analysis. In addition, other significant estimates are required, such as residual growth rates and discount factors. The estimates that the Company has used are consistent with the plans and estimates that the Company uses to
manage its business, based on available historical information and industry averages. The judgments made in determining the estimated useful lives assigned to each class of assets acquired can also significantly affect the Companys net
operating results. Amortization of purchased intangibles is expected to be $2.1 million, $2.1 million, $1.3 million, $0.2 million and $0.1 million for the years ending December 31, 2003, 2004, 2005, 2006 and 2007, respectively.



In addition, the value of the Companys intangible assets, including
goodwill, is subject to future impairment if the Company experiences declines in operating results or negative industry or economic trends or if the Companys future performance is below the Companys projections and estimates.



Valuation of Goodwill:



The Company assesses the impairment of goodwill whenever events or changes in
circumstances indicate that the carrying value may not be recoverable. Impairment is reviewed at least annually.



Important factors that could trigger an impairment include the following:



| |  |  | Significant underperformance relative to historical or projected future operating results;
| | - |  | ------------------------------------------------------------------------------------------

| |  |  | Significant changes in the manner of the Companys use of the acquired assets or the strategy for the Companys overall business;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------

| |  |  | Significant negative industry or economic trends;
| | - |  | -------------------------------------------------

| |  |  | Significant declines in the Companys stock price for a sustained period; and
| | - |  | -----------------------------------------------------------------------------

| |  |  | Decreased market capitalization relative to net book value.
| | - |  | -----------------------------------------------------------



When there is an indication that the carrying value of goodwill may not be recoverable based upon the existence of one or more of the above indicators, an
impairment loss is recognized if the carrying amount exceeds its fair value. The Company performed its annual impairment review in the quarter ended June 30, 2003 and determined there was no impairment.



Stock-Based Compensation:



The Company has elected to utilize the intrinsic value method to account for
its employee stock option plans. When the exercise price of the Companys employee stock options equals the fair value price of the underlying stock on the date of grant, no compensation expense is recognized in the Companys financial
statements. Compensation expense for options granted to non-employees is determined in accordance with Statement of Financial Accounting Standards (SFAS) No. 123 and Emerging Issues Task Force (EITF) No. 96-18 as the fair
value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably



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CAPTIVA SOFTWARE CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)



measured. Deferred charges for options granted to non-employees are
periodically remeasured as the underlying options vest.



Had
compensation cost for the Companys stock-based compensation to employees been determined based on the fair value method, the amount of stock-based employee compensation cost and the Companys pro forma results would have been as indicated
below (in thousands, except per share data):



|                                                                                         |  | Three Months Ended September 30, |           |   | Nine Months Ended September 30, |  
|---------------------------------------------------------------------------------------- |  | -------------------------------- | --------- | - | ------------------------------- | -
|                                                                                         |  | 2003                             |           |   | 2002                            |  
|Net income (loss) as reported                                                            |  | $                                | 706       |   |                                 | $
|Stock-based employee compensation cost, net of tax, utilizing the intrinsic value method |  |                                  |          |   |                                 |  
|Stock-based employee compensation cost, net of tax, utilizing the fair value method      |  |                                  | (208      | ) |                                 |  
|                                                                                         |  |                                  |           |   |                                 |  
|Pro forma net income (loss) under SFAS No. 123                                           |  | $                                | 498       |   |                                 | $
|                                                                                         |  |                                  |           |   |                                 |  
|Pro forma basic net income (loss) per share under SFAS No. 123                           |  | $                                | 0.05      |   |                                 | $
|                                                                                         |  |                                  |           |   |                                 |  
|Pro forma diluted net income (loss) per share under SFAS No. 123                         |  | $                                | 0.04      |   |                                 | $
|                                                                                         |  |                                  |           |   |                                 |  
|Black-Scholes option pricing model assumptions:                                          |  |                                  |           |   |                                 |  
|Risk-free interest rate                                                                  |  |                                  | 2.2       | % |                                 |  
|Expected life                                                                            |  |                                  | 3.5 years |   |                                 |  
|Expected volatility                                                                      |  |                                  | 100       | % |                                 |  
|Expected dividend yield                                                                  |  |                                  | 0         | % |                                 |  



Reclassifications:



Certain prior period items have been reclassified to conform
with the current periods presentation. These reclassifications had no impact on total assets, net revenues, operating income or net income as previously reported.



New Accounting Pronouncements:



In November 2002, the EITF reached consensus on Issue No. 00-21, Accounting for Revenue Arrangements with Multiple Deliverables. This
consensus requires that revenue arrangements with multiple deliverables be divided into separate units of accounting if the deliverables in the arrangement meet specific criteria. In addition, arrangement consideration must be allocated among the
separate units of accounting based on their relative fair values, with certain limitations. The Company was required to adopt the provisions of this consensus for revenue arrangements entered into in interim periods beginning after June 15, 2003
(the quarter beginning July 1, 2003 for the Company). The adoption of this accounting pronouncement did not have a material impact on the Companys consolidated financial position or results of operations.



2.      MERGER OF ACTIONPOINT AND CAPTIVA SOFTWARE:



On July 31, 2002, the Company completed the merger with
privately-held Captiva Software Corporation, a California corporation (Old Captiva), of San Diego, California (the Merger). Old Captiva was a provider of forms input management software and related services. Under the terms
of the Merger agreement, the Company



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CAPTIVA SOFTWARE CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)



exchanged all of Old Captivas outstanding common stock for 4.4
million shares of the Companys common stock and 2.2 million replacement options to purchase common stock, of which 772,000 options were vested, and issued warrants to purchase approximately 8,000 shares of common stock. The 2.2 million options
to purchase common stock have exercise prices ranging from $0.52 to $2.43 per share and a weighted-average exercise price of $1.94 per share. The warrants to purchase common stock have an exercise price of $2.43 per share.



The Merger was accounted for as a purchase. The fair value of the
Companys common stock issued in the Merger of $1.11 per share was determined based on the average closing price three days prior to the completion date of the Merger. The fair value of the vested replacement options were estimated based on a
Black-Scholes model utilizing the following assumptions: fair value of common stock of $1.11 per share, expected term of two years, expected volatility of 90%, expected dividend yield of 0%, and a risk-free interest rate of 2.3%.



On the date of the Merger the purchase price was allocated as follows (in
thousands):



|Identified intangibles                       |  | $ | 6,737   |  
|-------------------------------------------- |  | - | ------- | -
|Goodwill                                     |  |   | 6,082   |  
|In-process research and development          |  |   | 856     |  
|Current assets                               |  |   | 4,771   |  
|Non-current assets                           |  |   | 542     |  
|Current liabilities                          |  |   | (11,889 | )
|Non-current liabilities                      |  |   | (150    | )
|Direct acquisition and equity issuance costs |  |   | (1,659  | )
|                                             |  |   |         |  
|Equity consideration                         |  | $ | 5,290   |  
|                                             |  |   |         |  



In connection with the
Merger, the Company wrote-off the purchased in-process research and development of $0.9 million, which was charged to operations for the year ended December 31, 2002. The purchased in-process research and development (IPR&D) is
solely related to the next version of Old Captivas Formware software. The latest release of Old Captivas Formware software was introduced in March 2002. Based on time spent on the next version of Old Captivas Formware software
system and costs incurred, this project was estimated to be approximately 44% complete as of the merger date. At the date of acquisition, the total cost to complete the project was estimated to be approximately $0.8 million, primarily consisting of
salaries, and the project was completed during the second quarter of 2003, as expected. The results of operations of Old Captiva are included in the year ended December 31, 2002 only from August 1, 2002. If the Merger had occurred on January 1,
2002, pro forma financial information for the three and nine months ended September 30, 2002 would have been as follows (in thousands, except per share information):



|                                     |  | Three MonthsEndedSeptember 30,2002 |        |   | Nine MonthsEndedSeptember 30,2002 |  
|------------------------------------ |  | ---------------------------------- | ------ | - | --------------------------------- | -
|Net revenue                          |  | $                                  | 11,529 |   |                                   | $
|Net loss                             |  |                                    | (276   | ) |                                   |  
|Basic and diluted net loss per share |  |                                    | (0.03  | ) |                                   |  



During the year ended
December 31, 2002, as the result of a review of the combined operation, the Company adopted a plan which included a reduction of its workforce and office space made redundant by the Merger. This plan is expected to largely be completed during 2003.
As a result of the adoption of this plan, the Company recorded charges of $2.1 million during the year ended December 31, 2002. These charges primarily relate to the consolidation of the Companys continuing operations resulting in the
impairment of an asset, excess lease costs and employee severance costs related to a reduction in workforce.



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CAPTIVA SOFTWARE CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)



Details of the Merger costs are as follows (in thousands):



|                       |  | Cash/Non-cash |  | EstimatedCost |       | CompletedActivity2002 |   |        | CompletedActivity2003 |  |   | Adjustments2003 |   |  | AccrualBalance atSeptember 30,2003
|---------------------- |  | ------------- |  | ------------- | ----- | --------------------- | - | ------ | --------------------- |  | - | --------------- | - |  | ----------------------------------
|Impairment of assets   |  | Non-cash      |  | $             | 471   |                       | $ | (471   | )                     |  | $ |                |   |  | $                                 
|Excess lease costs     |  | Cash          |  |               | 798   |                       |   | (139   | )                     |  |   | (353            | ) |  |                                   
|Reduction in workforce |  | Cash          |  |               | 879   |                       |   | (660   | )                     |  |   | (219            | ) |  |                                   
|                       |  |               |  |               |       |                       |   |        |                       |  |   |                 |   |  |                                   
|                       |  |               |  | $             | 2,148 |                       | $ | (1,270 | )                     |  | $ | (572            | ) |  | $                                 
|                       |  |               |  |               |       |                       |   |        |                       |  |   |                 |   |  |                                   



3.      COMPOSITION OF CERTAIN BALANCE SHEET CAPTIONS (IN THOUSANDS):





|                                               |  | September 30,2003 |        |   | December 31,2002 |  
|---------------------------------------------- |  | ----------------- | ------ | - | ---------------- | -
|                                               |  | (Unaudited)       |        |   |                  |  
|Accounts receivable, net:                      |  |                   |        |   |                  |  
|Accounts receivable                            |  | $                 | 11,163 |   |                  | $
|Allowance for doubtful accounts                |  |                   | (724   | ) |                  |  
|                                               |  |                   |        |   |                  |  
|                                               |  | $                 | 10,439 |   |                  | $
|                                               |  |                   |        |   |                  |  
|Property and equipment, net:                   |  |                   |        |   |                  |  
|Office equipment and machinery                 |  | $                 | 2,535  |   |                  | $
|Computer software                              |  |                   | 908    |   |                  |  
|Leasehold improvements                         |  |                   | 555    |   |                  |  
|                                               |  |                   |        |   |                  |  
|                                               |  |                   | 3,998  |   |                  |  
|Less accumulated depreciation and amortization |  |                   | (3,152 | ) |                  |  
|                                               |  |                   |        |   |                  |  
|                                               |  | $                 | 846    |   |                  | $
|                                               |  |                   |        |   |                  |  
|Other intangible assets, net:                  |  |                   |        |   |                  |  
|Existing technology                            |  | $                 | 4,813  |   |                  | $
|Tradename and trademarks                       |  |                   | 679    |   |                  |  
|Core technology                                |  |                   | 551    |   |                  |  
|Maintenance agreements                         |  |                   | 479    |   |                  |  
|Channel partner relationships                  |  |                   | 116    |   |                  |  
|Order backlog                                  |  |                   | 99     |   |                  |  
|Patents                                        |  |                   | 92     |   |                  |  
|Accumulated amortization                       |  |                   | (2,543 | ) |                  |  
|                                               |  |                   |        |   |                  |  
|                                               |  | $                 | 4,286  |   |                  | $
|                                               |  |                   |        |   |                  |  



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CAPTIVA SOFTWARE CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)



4.      COMPUTATION OF NET INCOME (LOSS)
PER SHARE:



Dilutive securities include options subject to
vesting and warrants on an as-if-converted-to-common stock basis. Dilutive securities of 1.9 million shares and 1.3 million shares are included in the diluted earnings per share calculation for the three and nine months ended September 30, 2003,
respectively. Potentially dilutive securities totaling 0.2 million shares and 1.5 million shares for the three and nine months ended September 30, 2003, respectively, were excluded from basic and diluted earnings per share because of their
anti-dilutive effect. For the three and nine months ended September 30, 2002, dilutive securities of 4.4 million shares were excluded from the calculation of net loss per share because of their anti-dilutive effect.



5.      COMPREHENSIVE INCOME (LOSS):



Comprehensive income (loss) consists of the following components (in
thousands):



|                                        |  | Nine MonthsEnded September 30, |      
|--------------------------------------- |  | ------------------------------ | -----
|                                        |  | 2003                           |      
|Foreign currency translation adjustment |  | $                              | (16  
|Net income (loss) as reported           |  |                                | 1,089
|                                        |  |                                |      
|Total comprehensive income (loss)       |  | $                              | 1,073
|                                        |  |                                |      



6.      LINE OF CREDIT:



In August 2003, the Company extended the term of its bank line of credit. The line of credit will expire in August 2004. On September 30, 2003, the outstanding principal balance under the line of credit was $1.0 million. Borrowings under
the line of credit are limited to the lesser of $3.0 million or 80% of eligible accounts receivable. Outstanding balances under the line of credit and the term loan bear interest at the banks prime rate plus 0.5%. All assets of the Company
collateralize the line of credit. The Company is restricted from paying dividends under the terms of the line of credit. The line of credit includes various financial covenants related to the Companys operating results. As of September 30,
2003 the Company was compliant with all loan covenants.



7.      INCOME TAXES:



Income tax provision for the interim periods is based on estimated effective income tax rates for the year. The Companys effective tax rate is 40%, which was applied to the results for the three and nine months ended September 30,
2003. The Companys estimated effective income tax rate for the three and nine months ended September 30, 2003 differs from the U.S. federal statutory rate of 35% primarily due to state income taxes. No income tax benefit was recorded for the
three and nine months ended September 30, 2002 due to the uncertainty of the realization of the Companys deferred tax assets.



8.      SALE OF THE DIALOG SERVER PRODUCT LINE:



The Company sold its Dialog Server product line to Chordiant Software, Inc. (Chordiant) on May 17, 2001 for
approximately $7.1 million consisting of $2.0 million in cash and 1.7 million shares of Chordiant common stock, which was valued at $3.00 per share at the closing sale date. The Company sold all of the Chordiant common stock, including the shares
held in escrow, in July 2001 at approximately $2.73 per share and recognized a loss of approximately $400,000 in the third quarter of 2001. For the year ended December 31, 2001, the Company recognized a pretax gain of approximately $4.6 million
($2.3 million net of tax) on the transaction, comprised of proceeds other than amounts in escrow and less transaction expenses. A portion of the total proceeds, $637,000 in



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CAPTIVA SOFTWARE CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)



cash, remained in escrow for one year following the closing date pursuant
to the asset sale agreement with Chordiant. Accordingly, this amount was not included on the balance sheet or in the initial computation of gain on sale. The Company received $608,000 of the escrow funds in May 2002 and the Company recognized this
amount as other income in the nine months ended September 30, 2002.



9.      SEGMENTS AND GEOGRAPHIC REPORTING:



The Company has a single reportable segment consisting of the development, marketing and servicing of input management software. Management uses one measurement of profitability and does not disaggregate its business
for internal reporting. Operations outside the United States primarily consist of sales offices of the Companys subsidiaries in the United Kingdom, Germany and Australia, which are responsible for sales to international customers. The
international subsidiaries do not carry any significant tangible long-lived assets and the total assets of the Companys international subsidiaries were not significant for any period presented.



The following table presents revenue derived from domestic and international
sales for the three and nine months ended September 30, 2003 and 2002, respectively (in thousands, except percentage data):



|                                 |  | Three Months Ended September 30, |        |   | Nine Months Ended September 30, |  
|-------------------------------- |  | -------------------------------- | ------ | - | ------------------------------- | -
|                                 |  | 2003                             |        |   | 2002                            |  
|United States and Canada         |  | $                                | 11,865 |   |                                 | $
|% of total                       |  |                                  | 82     | % |                                 |  
|International (excluding Canada) |  | $                                | 2,652  |   |                                 | $
|% of total                       |  |                                  | 18     | % |                                 |  



10.      GUARANTEES:



In November 2002, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 45 (FIN 45), Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others. FIN 45 requires that a liability be recorded in the guarantors balance sheet upon issuance of a guarantee. In addition, FIN 45 requires disclosures about the guarantees that an entity has issued. The
provisions related to recognizing a liability at inception of the guarantee for the fair value of the guarantors obligations does not apply to product warranties or to guarantees accounted for as derivatives. The initial recognition and
initial measurement provisions of FIN 45 are applicable on a prospective basis to guarantees issued or modified after December 31, 2002, irrespective of the guarantors fiscal year-end. The disclosure requirements of FIN 45 are effective for
financial statements of interim or annual periods ending after December 15, 2002.



From time to time, the Company provides indemnifications of varying scope to customers against claims of intellectual property infringement made by third parties arising from the use of the Companys products. To
date, the Company has not encountered material costs as a result of such obligations and has not accrued any liabilities related to such indemnifications in its financial statements.



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Item 2 - Managements Discussion and Analysis of Financial Condition and Results of Operations.



This Quarterly Report on Form 10-Q contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases,
you can identify forward-looking statements by terminology such as may, will, should, expect, plan, anticipate, believe, estimate, predict,
potential or continue, the negative of such terms, or other words of similar meaning. These statements are only predictions based on information currently available to us. Actual events or results may differ materially.
Important factors which may cause actual results to differ materially from the forward-looking statements are described in the section entitled Risk Factors in this Quarterly Report on Form 10-Q and other risks identified from time to
time in our filings with the Securities and Exchange Commission, press releases and other communications.



Although we believe that the estimates and expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We assume no
obligation to update any of the forward-looking statements contained in this report.



OVERVIEW:



On March 4,
2002, ActionPoint, Inc. (ActionPoint) entered into a merger agreement with privately-held Captiva Software Corporation (Old Captiva). On July 31, 2002, the Company completed the merger with Old Captiva (the
Merger). In the Merger, Old Captiva became a wholly owned subsidiary of ActionPoint, and ActionPoint changed its name to Captiva Software Corporation and remained a Delaware corporation.



As a result of the purchase accounting that applies to the Merger, the
results of operations of Old Captiva are included in our results of operations for the year ended December 31, 2002 only from August 1, 2002.



CRITICAL ACCOUNTING POLICIES:



A critical accounting policy is one which is both important to the portrayal of a companys financial condition and results of operations and
requires significant judgment or complex estimation processes. We believe that the following accounting policies fit this definition:



Revenue Recognition



Revenue is generated primarily from three sources: (i) software, which is primarily software license and royalty revenue, (ii) services, which includes
software license maintenance fees, training and professional services revenue and (iii) hardware and other products, which were primarily sales of digital scanners in the three and nine months ended September 30, 2003. Software license revenue is
recognized upon shipment provided that persuasive evidence of an arrangement exists, fees are fixed and determinable, collection is probable and no significant undelivered obligations remain. Royalty revenue is recognized when partners ship or
pre-purchase rights to ship products incorporating our software, provided collection of such revenue is determined to be probable and we have no further obligations. Services revenue is recognized ratably over the period of the maintenance contract
or as the services are provided. Payments for maintenance fees are generally made in advance and are non-refundable. Revenue for hardware and other products is recognized when the following criteria are met: (i) persuasive evidence of an arrangement
exists; (ii) delivery of the products and/or services has occurred; (iii) the selling price is fixed or determinable; and (iv) collectibility is reasonably assured.



For arrangements with multiple elements (e.g. delivered and undelivered products, maintenance and other services), we
allocate revenue to each element of the arrangement based on the fair value of the undelivered elements, which is specific to us, using the residual value method. The fair values for ongoing maintenance and support obligations are based upon
separate sales of renewals to customers or upon substantive renewal rates quoted in the agreements. The fair values for services, such as training or consulting, are based upon prices of these services when sold separately to other customers.
Deferred revenue is primarily comprised of undelivered maintenance services and in some cases hardware and other products delivered but not yet accepted. When software licenses are sold with professional services and such services are deemed
essential to the functionality of the overall solution, combined software and service revenue is recognized over the service period. When software licenses are sold with professional services and such services are not considered essential to the
functionality of the software, software



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revenue is recognized when the above criteria are met and service revenue is recognized as the services are performed.



Intangible Assets



Goodwill represents the excess of purchase price and related costs over the
value assigned to the net tangible and identifiable intangible assets of businesses acquired. Goodwill is not amortized, but is tested at least annually for impairment. Other intangible assets are amortized on a straight-line basis over their
estimated useful lives, ranging from less than one year to five years.



The determination of the fair value of certain acquired assets and liabilities is subjective in nature and often involves the use of significant estimates and assumptions. Determining the fair values and useful lives of intangible assets
especially requires the exercise of judgment. To assist us in this process, we used an independent valuation firm. While there are a number of different generally accepted valuation methods to estimate the value of intangible assets acquired, we
primarily used the discounted cash flow method. This method requires significant management judgment to forecast the future operating results used in the analysis. In addition, other significant estimates are required, such as residual growth rates
and discount factors. The estimates we have used are consistent with the plans and estimates that we use to manage our business, based on available historical information and industry averages. The judgments made in determining the estimated useful
lives assigned to each class of assets acquired can also significantly affect our net operating results. Amortization of purchased intangibles is expected to be $2.1 million, $2.1 million, $1.3 million, $0.2 million and $0.1 million for the years
ending December 31, 2003, 2004, 2005, 2006 and 2007, respectively.



In addition, the value of our intangible assets, including goodwill, is subject to future impairment if we experience declines in operating results or negative industry or economic trends or if our future performance is below our
projections and estimates.



Valuation of Goodwill



We assess the impairment of goodwill whenever events or changes in
circumstances indicate that the carrying value may not be recoverable. Impairment is reviewed at least annually.



Factors we consider important which could trigger an impairment include the following:



| |  |  | Significant underperformance relative to historical or projected future operating results;
| | - |  | ------------------------------------------------------------------------------------------

| |  |  | Significant changes in the manner of our use of the acquired assets or the strategy for our overall business;
| | - |  | -------------------------------------------------------------------------------------------------------------

| |  |  | Significant negative industry or economic trends;
| | - |  | -------------------------------------------------

| |  |  | Significant declines in our stock price for a sustained period; and
| | - |  | -------------------------------------------------------------------

| |  |  | Decreased market capitalization relative to net book value.
| | - |  | -----------------------------------------------------------



When there is an indication that the carrying value of goodwill may not be recoverable based upon the existence of one or more of the above indicators, an
impairment loss is recognized if the carrying amount exceeds its fair value. We performed our annual impairment review in the quarter ended June 30, 2003 and determined there was no impairment.



RESULTS OF OPERATIONS:



The results of operations of Old Captiva are included in our historical results beginning August 1, 2002 for the three and
nine months ended September 30, 2002 in accordance with generally accepted accounting principles (GAAP).



Three Months Ended September 30, 2003 and 2002



Revenues



Total revenues increased 36% for the three months ended September 30, 2003 to $14.5 million from $10.7 million for the three months ended September 30,
2002.



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Our software revenues increased 16% for the three months ended September 30, 2003 to $7.1 million from
$6.1 million for the three months ended September 30, 2002. As a percentage of total revenues, software revenues accounted for 49% and 57% for the three months ended September 30, 2003 and 2002, respectively. The decrease in software revenues as a
percentage of total revenues reflects the lower software revenues as a percentage of total revenues for the Old Captiva business and the increase in hardware and other revenues as a percentage of total revenues for the three months ended September
30, 2003 as a result of an increase in sales of digital scanners.



Our service revenues increased 30% for the three months ended September 30, 2003 to $5.6 million from $4.3 million for the three months ended September 30, 2002. As a percentage of total revenues, services accounted for 38% and 40% for the
three months ended September 30, 2003 and 2002, respectively. The increase in service revenues is due to the Merger and due to a growing installed base of customers, most of which purchase ongoing software maintenance support. The decrease in
service revenues as a percentage of total revenues is primarily attributable to the increase in hardware and other revenues as a percentage of total revenues for the three months ended September 30, 2003 as a result of an increase in sales of
digital scanners.



Our hardware and other revenues increased
560% for the three months ended September 30, 2003 to $1.9 million from $0.3 million for the three months ended September 30, 2002. As a percentage of total revenues, hardware and other revenues accounted for 13% and 3% for the three months ended
September 30, 2003 and 2002, respectively. The increase was primarily attributable to an increase in sales of digital scanners.



Gross Profit



Gross profit increased 18% for the three months ended September 30, 2003 to $9.3 million from $7.8 million for the three months ended September 30, 2002.
Gross profit as a percentage of total revenues decreased to 64% from 74% for the three months ended September 30, 2003 and 2002, respectively. The decrease in percentage terms was primarily attributable to a revenue mix in Old Captiva that equated
to a lower gross margin percentage than our historical gross margin and the increase in hardware and other revenues in the three months ended September 30, 2003, which have lower gross margins relative to software and service revenues.



Research and Development



Research and development expenses increased 32% for the three months ended
September 30, 2003 to $2.2 million from $1.6 million for the three months ended September 30, 2002. The increase is primarily attributable to the Merger, increases in headcount and related labor costs. As a percentage of total revenues, research and
development expenses remained consistent at 15% for the three months ended September 30, 2003 and 2002. The consistency in research and development expenses as a percentage of total revenues was due to the increase in absolute terms being offset by
the increase in hardware and other revenues in the three months ended September 30, 2003 compared to the three months ended September 30, 2002.



Sales and Marketing



Sales and marketing expenses increased 14% for the three months ended September 30, 2003 to $4.3 million from $3.8 million for the three months ended
September 30, 2002. As a percentage of total revenues, sales and marketing expenses were 30% and 35% for the three months ended September 30, 2003 and 2002, respectively. The increase in absolute terms is primarily attributable to the Merger. The
decrease in sales and marketing expenses as a percentage of total revenues was due to the increase in absolute terms being offset by the increase in hardware and other revenues in the three months ended September 30, 2003 compared to the three
months ended September 30, 2002.



General and
Administrative



General and administrative expenses increased
24% for the three months ended September 30, 2003 to $1.6 million from $1.3 million for the three months ended September 30, 2002. As a percentage of total revenues, general and administrative expenses were 11% and 12% for the three months ended
September 30, 2003 and 2002, respectively. The increase in absolute terms was primarily attributable to increases in staffing resulting from the Merger. The decrease in general and administrative expenses as a percentage of total revenues was due to
the



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increase in absolute terms being offset by the increase in hardware and other revenues in the three months ended
September 30, 2003 compared to the three months ended September 30, 2002.



Merger Costs



We recorded
Merger costs of $2.1 million during the three months ended September 30, 2002, including estimated excess lease costs of $0.8 million. Estimated excess lease costs were based on the expected differences between lease payments and sublease receipts
that could be realized on a potential sublease. In the three months ended September 30, 2003, we recorded sublease receipts in excess of estimated receipts of $10,000.



In-process Research and Development



In connection with the Merger, the Company wrote-off the purchased in-process research and development of $0.9 million,
which was charged to operations for the three months ended September 30, 2002.



Provision for Income Taxes



The income tax provision for the three months ended September 30, 2003 is based on an estimated effective income tax rate for the year. Our effective tax
rate for the three months ended September 30, 2003 was 40%. No income tax benefit was recorded for the three months ended September 30, 2002 due to the uncertainty of the realization of our deferred tax assets.



Nine Months Ended September 30, 2003 and 2002



Revenues



Total revenues increased 85% for the nine months ended September 30, 2003 to
$41.0 million from $22.2 million for the nine months ended September 30, 2002.



Our software revenues increased 44% for the nine months ended September 30, 2003 to $19.5 million from $13.5 million for the nine months ended September 30, 2002. As a percentage of total revenues, software revenues
accounted for 47% and 61% for the nine months ended September 30, 2003 and 2002, respectively. The increase in software revenues for the nine months ended September 30, 2003 compared to the nine months ended September 30, 2002 is primarily due to
the Merger. The decrease in software revenues as a percentage of total revenues reflects the lower software revenues as a percentage of total revenues for the Old Captiva business and the increase in hardware and other revenues as a percentage of
total revenues for the nine months ended September 30, 2003 as a result of an increase in sales of digital scanners.



Our service revenues increased 96% for the nine months ended September 30, 2003 to $16.5 million from $8.4 million for the nine months ended September 30,
2002. As a percentage of total revenues, services accounted for 40% and 38% for the nine months ended September 30, 2003 and 2002, respectively. The increase in service revenues both in absolute and percentage terms was attributable primarily to the
Merger. The increase in service revenues as a percentage of total revenues is attributable to the higher service revenues as a percentage of total revenues for the Old Captiva business, offset by the increase in hardware and other revenues as a
percentage of total revenues for the nine months ended September 30, 2003 as a result of an increase in sales of digital scanners.



Our hardware and other revenues increased 1,701% for the nine months ended September 30, 2003 to $5.1 million from $0.3 million for the nine months ended
September 30, 2002. As a percentage of total revenues, hardware and other revenues accounted for 12% and 1% for the nine months ended September 30, 2003 and 2002, respectively. The increase was primarily attributable to an increase in sales of
digital scanners.



Gross Profit



Gross profit increased 51% for the nine months ended September 30, 2003 to
$25.9 million from $17.2 million for the nine months ended September 30, 2002. Gross profit as a percentage of total revenues decreased to 63% from 77% for the nine months ended September 30, 2003 and 2002, respectively. The increase in absolute
terms was primarily attributable to the increased revenues related to the Merger and partially offset by the amortization of intangible assets of $1.6 million also related to the Merger. The decrease in percentage terms was



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primarily attributable to a revenue mix in Old Captiva that equated to a lower gross margin percentage than our
historical gross margin and the increase in hardware and other revenues in the nine months ended September 30, 2003, which have lower gross margins relative to software and service revenues.



Research and Development



Research and development expenses increased 65% for the nine months ended
September 30, 2003 to $6.4 million from $3.9 million for the nine months ended September 30, 2002. The increase is primarily attributable to the Merger. As a percentage of total revenues, research and development expenses decreased to 16% for the
nine months ended September 30, 2003 from 18% for the nine months ended September 30, 2002. The decrease in research and development expenses as a percentage of revenues primarily reflects a lower percentage of research and development expense to
revenue for the Old Captiva business and the increase in absolute terms being offset by the increase in hardware and other revenues in the nine months ended September 30, 2003 compared to the nine months ended September 30, 2002.



Sales and Marketing



Sales and marketing expenses increased 40% for the nine months ended
September 30, 2003 to $13.2 million from $9.4 million for the nine months ended September 30, 2002. As a percentage of total revenues, sales and marketing expenses were 32% and 42% for the nine months ended September 30, 2003 and 2002, respectively.
The increase in absolute terms is attributable to the Merger. The decrease in sales and marketing expenses as a percentage of total revenues reflects the lower percentage of sales and marketing expense to revenue for the Old Captiva business and the
increase in absolute terms being offset by the increase in hardware and other revenues in the nine months ended September 30, 2003 compared to the nine months ended September 30, 2002.



General and Administrative



General and administrative expenses increased 71% for the nine months ended September 30, 2003 to $4.5 million from $2.6
million for the nine months ended September 30, 2002. As a percentage of total revenues, general and administrative expenses were 11% and 12% for the nine months ended September 30, 2003 and 2002, respectively. The increase in absolute terms was
primarily attributable to increases in staffing resulting from the Merger. The decrease in general and administrative expenses as a percentage of total revenues was due to cost efficiencies that have been realized post-Merger and the increase in
absolute terms being offset by the increase in hardware and other revenues in the nine months ended September 30, 2003 compared to the nine months ended September 30, 2002.



Merger Costs



We recorded Merger costs of $2.1 million during the nine months ended September 30, 2002, including estimated excess lease costs of $0.8 million.
Estimated excess lease costs were based on the expected differences between lease payments and sublease receipts that could be realized on a potential sublease. In the nine months ended September 30, 2003, we recorded sublease receipts in excess of
estimated receipts of $54,000.



In-process
Research and Development



In connection with the Merger, the
Company wrote-off the purchased in-process research and development of $0.9 million, which was charged to operations for the nine months ended September 30, 2002.



Other Income, Net



Approximately $0.6 million of amounts held in escrow in conjunction with the May 2001 sale of the Dialog Server business to Chordiant Software, Inc.
were received in the second quarter of 2002 and recognized as other income in the nine months ended September 30, 2002.



Provision for Income Taxes



The income tax provision for the nine months ended September 30, 2003 is based on an estimated effective income tax rate for the year. Our effective tax
rate for the nine months ended September 30, 2003 was 40%. No



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income tax benefit was recorded for the nine months ended September 30, 2002 due to the uncertainty of the realization of
our deferred tax assets.



Results of Operations - Pro Forma Combined Company



The results of operations of Old Captiva are included in
our historical results beginning August 1, 2002 for the three and nine months ended September 30, 2002 in accordance with GAAP. As a result, we are providing a pro forma presentation of our results for the three and nine months ended September 30,
2002 to assist in making comparisons of our results on a combined company basis. The combined company pro forma results for the three and nine months ended September 30, 2002 include the results of ActionPoint and Old Captiva as if the Merger
occurred on January 1, 2002. This pro forma information is presented in a manner consistent with the disclosure requirements of SFAS No. 141, Business Combinations.



The pro forma financial information presented below for the three and nine months ended September 30, 2002 includes the
results of operations for Old Captiva as if the Merger had occurred on January 1, 2002 and includes the amortization of purchased intangible assets beginning January 1, 2002 (in thousands).



|                                            |  | Three Months Ended September 30, |        |   | Nine Months Ended September 30, |  
|------------------------------------------- |  | -------------------------------- | ------ | - | ------------------------------- | -
|                                            |  | 2003                             |        |   | 2002                            |  
|                                            |  | (Actual)                         |        |   | (Pro formaCombined)             |  
|Net revenues:                               |  |                                  |        |   |                                 |  
|Software                                    |  | $                                | 7,092  |   |                                 | $
|Services                                    |  |                                  | 5,558  |   |                                 |  
|Hardware and other                          |  |                                  | 1,867  |   |                                 |  
|                                            |  |                                  |        |   |                                 |  
|Total revenues                              |  |                                  | 14,517 |   |                                 |  
|Cost of revenues:                           |  |                                  |        |   |                                 |  
|Software                                    |  |                                  | 741    |   |                                 |  
|Services                                    |  |                                  | 2,502  |   |                                 |  
|Hardware and other                          |  |                                  | 1,465  |   |                                 |  
|Amortization of purchased intangible assets |  |                                  | 523    |   |                                 |  
|                                            |  |                                  |        |   |                                 |  
|Total cost of revenues                      |  |                                  | 5,231  |   |                                 |  
|                                            |  |                                  |        |   |                                 |  
|Gross profit                                |  |                                  | 9,286  |   |                                 |  
|                                            |  |                                  |        |   |                                 |  
|Operating expenses:                         |  |                                  |        |   |                                 |  
|Research and development                    |  |                                  | 2,181  |   |                                 |  
|Sales and marketing                         |  |                                  | 4,294  |   |                                 |  
|General and administrative                  |  |                                  | 1,609  |   |                                 |  
|Merger costs                                |  |                                  | (10    | ) |                                 |  
|In-process research and development         |  |                                  |       |   |                                 |  
|                                            |  |                                  |        |   |                                 |  
|Total operating expenses                    |  |                                  | 8,074  |   |                                 |  
|                                            |  |                                  |        |   |                                 |  
|Operating income (loss)                     |  |                                  | 1,212  |   |                                 |  
|Other income (expense), net                 |  |                                  | (35    | ) |                                 |  
|                                            |  |                                  |        |   |                                 |  
|Income (loss) before income taxes           |  |                                  | 1,177  |   |                                 |  
|Provision for income taxes                  |  |                                  | 471    |   |                                 |  
|                                            |  |                                  |        |   |                                 |  
|Pro forma net income (loss)                 |  | $                                | 706    |   |                                 | $
|                                            |  |                                  |        |   |                                 |  



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Three Months Ended September 30, 2003 and 2002 - Pro Forma Combined Company



Revenues



Total revenues increased 26% for the three months ended September 30, 2003 to $14.5 million from $11.5 million for the three
months ended September 30, 2002.



Our software revenues
increased 16% for the three months ended September 30, 2003 to $7.1 million from $6.1 million for the three months ended September 30, 2002. As a percentage of total revenues, software revenues accounted for 49% and 53% for the three months ended
September 30, 2003 and 2002, respectively. The decrease in software revenues as a percentage of total revenues is primarily attributable to the increase in hardware and other revenues as a percentage of total revenues for the three months ended
September 30, 2003 as a result of an increase in sales of digital scanners.



Our service revenues increased 9% for the three months ended September 30, 2003 to $5.6 million from $5.1 million for the three months ended September 30, 2002. As a percentage of total revenues, services accounted
for 38% and 44% for the three months ended September 30, 2003 and 2002, respectively. The increase in service revenues in total reflects a growing installed base of customers, most of which purchase ongoing software maintenance support. The decrease
in service revenues as a percentage of total revenues is primarily attributable to the increase in hardware and other revenues as a percentage of total revenues for the three months ended September 30, 2003 as a result of an increase in sales of
digital scanners.



Our hardware and other revenues increased
569% for the three months ended September 30, 2003 to $1.9 million from $0.3 million for the three months ended September 30, 2002. As a percentage of total revenues, hardware and other revenues accounted for 13% and 2% for the three months
ended September 30, 2003 and 2002, respectively. The increases in hardware and other revenues in total and as a percentage of total revenues reflect an increase in sales of digital scanners, which Old Captiva introduced in the first quarter of 2002.



Gross Profit



Gross profit increased 16% for the three months ended September 30, 2003 to $9.3 million from $8.0 million for the three
months ended September 30, 2002. Gross profit as a percentage of total revenues decreased to 64% for the three months ended September 30, 2003 from 69% for the three months ended September 30, 2002. The decrease in gross profit as a percentage of
total revenues for the third quarter of 2003 is due primarily to the change in revenue mix due to the increase in hardware and other revenues, which have lower gross margins relative to software and service revenues.



Research and Development



Research and development expenses increased 14% for the three months ended September 30, 2003 to $2.2 million from
$1.9 million for the three months ended September 30, 2002. As a percentage of total revenues, research and development expenses were 15% and 17% for the three months ended September 30, 2003 and 2002, respectively. The increase in research and
development expenses in total is attributable to increases in headcount and related labor costs. The decrease in research and development expenses as a percentage of revenues was due to the increase in absolute terms being offset by the increase in
hardware and other revenues in the three months ended September 30, 2003 compared to the three months ended September 30, 2002.



Sales and Marketing



Sales and marketing expenses decreased 6% for the three months ended September 30, 2003 to $4.3 million from $4.6 million for the three months ended
September 30, 2002. As a percentage of total revenues, sales and marketing expenses were 30% and 40% for the three months ended September 30, 2003 and 2002, respectively. The decrease in sales and marketing expenses in total is primarily
attributable to the cost efficiencies that have been realized post-Merger through combining the sales and marketing operations of Old Captiva and ActionPoint. The decrease in sales and marketing expenses as a percentage of total revenues was due to
the increase in hardware and other revenues in the three months ended September 30, 2003 compared to the three months ended September 30, 2002.



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General and Administrative



General and administrative expenses decreased 8% for the three months ended September 30, 2003 to $1.6 million from $1.7 million for the three months
ended September 30, 2002. As a percentage of total revenues, general and administrative expenses decreased to 11% for the three months ended September 30, 2003 from 15% for the three months ended September 30, 2002. The decrease in general and
administrative expenses in total is primarily attributable to the cost efficiencies that have been realized post-Merger. The decrease in general and administrative expenses as a percentage of total revenues was due to the increase in hardware and
other revenues in the three months ended September 30, 2003 compared to the three months ended September 30, 2002.



Merger Costs



The costs related to the Merger were recorded in the year ended December 31, 2002. As part of those Merger costs we recorded estimated excess lease costs of $0.8 million. Estimated excess lease costs were based on the
expected differences between lease payments and sublease receipts that could be realized on a potential sublease. In the three months ended September 30, 2003, we recorded sublease receipts in excess of estimated receipts of $10,000.



Provision for Income Taxes



The income tax provision for the three months ended September 30, 2003 is based on an estimated effective income tax rate
for the year. Our effective tax rate for the three months ended September 30, 2003 was 40%. No income tax benefit was recorded for the three months ended September 30, 2002 due to the uncertainty of the realization of our deferred tax assets.



Nine Months Ended September 30, 2003 and 2002 - Pro Forma Combined Company



Revenues



Total revenues increased 17% for the nine months ended September 30, 2003 to $41.0 million from $35.1 million for the nine
months ended September 30, 2002.



Our software revenues
increased 3% for the nine months ended September 30, 2003 to $19.5 million from $18.9 million for the nine months ended September 30, 2002. As a percentage of total revenues, software revenues accounted for 47% and 54% for the nine months ended
September 30, 2003 and 2002, respectively. The decrease in software revenues as a percentage of total revenues is primarily attributable to the increase in hardware and other revenues as a percentage of total revenues for the nine months ended
September 30, 2003 as a result of an increase in sales of digital scanners.



Our service revenues increased 7% for the nine months ended September 30, 2003 to $16.5 million from $15.3 million for the nine months ended September 30, 2002. As a percentage of total revenues, services accounted
for 40% and 44% for the nine months ended September 30, 2003 and 2002, respectively. The increase in service revenues in total reflects a growing installed base of customers, most of which purchase ongoing software maintenance support. The decrease
in service revenues as a percentage of total revenues is primarily attributable to the increase in hardware and other revenues as a percentage of total revenues for the nine months ended September 30, 2003 as a result of an increase in sales of
digital scanners.



Our hardware and other revenues increased
467% for the nine months ended September 30, 2003 to $5.1 million from $0.9 million for the nine months ended September 30, 2002. As a percentage of total revenues, hardware and other revenues accounted for 12% and 3% for the nine months ended
September 30, 2003 and 2002, respectively. The increases in hardware and other revenues in total and as a percentage of total revenues reflect an increase in sales of digital scanners, which Old Captiva introduced in the first quarter of 2002.



Gross Profit



Gross profit increased 7% for the nine months ended September 30, 2003 to $25.9 million from $24.2 million for the nine
months ended September 30, 2002. Gross profit as a percentage of total revenues decreased to 63% for the nine months ended September 30, 2003 from 69% for the nine months ended September 30, 2002. The decrease



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in gross profit as a percentage of total revenues for the nine months ended September 30, 2003 is due primarily to the
change in revenue mix due to the increase in hardware and other revenues, which have lower gross margins relative to software and service revenues.



Research and Development



Research and development expenses increased 12% for the nine months ended September 30, 2003 to $6.4 million from $5.7 million for the nine months
ended September 30, 2002. As a percentage of total revenues, research and development expenses were 16% for both the nine months ended September 30, 2003 and 2002. The increase in research and development expenses in total is attributable to
increases in headcount and related labor costs. The consistency in research and development expenses as a percentage of total revenues was due to the increase in absolute terms being offset by the increase in hardware and other revenues in the nine
months ended September 30, 2003 compared to the nine months ended September 30, 2002.



Sales and Marketing



Sales and marketing expenses
decreased 9% for the nine months ended September 30, 2003 to $13.2 million from $14.5 million for the nine months ended September 30, 2002. As a percentage of total revenues, sales and marketing expenses were 32% and 41% for the nine months ended
September 30, 2003 and 2002, respectively. The decrease in sales and marketing expenses in total and as a percentage of total revenues for the nine months ended September 30, 2003 is primarily attributable to the cost efficiencies that have been
realized post-Merger through combining the sales and marketing operations of Old Captiva and ActionPoint. The decrease in sales and marketing expenses as a percentage of total revenues was also due to the increase in hardware and other revenues in
the nine months ended September 30, 2003 compared to the nine months ended September 30, 2002.



General and Administrative



General and administrative expenses remained consistent at $4.5 million for the nine months ended September 30, 2003 and 2002. As a percentage of revenue, general and administrative expenses decreased to 11% for the nine months ended
September 30, 2003 from 13% for the nine months ended September 30, 2002. The decrease in general and administrative expenses as a percentage of total revenues was due to the increase in hardware and other revenues in the nine months ended September
30, 2003 compared to the nine months ended September 30, 2002.



Merger Costs



The costs related to the Merger were recorded in the year
ended December 31, 2002. As part of those Merger costs we recorded estimated excess lease costs of $0.8 million. Estimated excess lease costs were based on the expected differences between lease payments and sublease receipts that could be realized
on a potential sublease. In the nine months ended September 30, 2003, we recorded sublease receipts in excess of estimated receipts of $54,000.



In-process Research and Development



In connection with the Merger, the Company wrote-off the purchased in-process research and development of $0.9 million, which was charged to operations
for the nine months ended September 30, 2002.



Other Income, Net



Approximately $0.6 million of amounts held in escrow in conjunction with the
May 2001 sale of the Dialog Server business to Chordiant Software, Inc. were received in the second quarter of 2002 and recognized as other income.



Provision for Income Taxes



The income tax provision for the nine months ended September 30, 2003 is based on an estimated effective income tax rate for the year. Our effective tax
rate for the nine months ended September 30, 2003 was 40%. No income tax benefit was recorded for the nine months ended September 30, 2002 due to the uncertainty of the realization of our deferred tax assets.



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LIQUIDITY AND CAPITAL RESOURCES:



At September 30, 2003, we had cash and cash equivalents of $12.4 million, compared to $7.5 million at December 31, 2002. We
currently have no plans to fund our business with cash from sources other than operations and our existing cash and cash equivalents.



In August 2003, the Company extended the term of its bank line of credit. The line of credit will expire in August 2004. On September 30, 2003, the
outstanding principal balance under the line of credit was $1.0 million. Borrowings under the line of credit are limited to the greater of $3.0 million or 80% of eligible accounts receivable. Outstanding balances under the line of credit bear
interest at the banks prime rate plus 0.5%. All of our assets collateralize the line of credit. Pursuant to the terms of the line of credit, we are restricted from paying dividends on our common stock. The line of credit includes various
financial covenants related to our operating results. As of September 30, 2003 we are compliant with all loan covenants.



Net cash provided by operating activities was $3.3 million for the nine months ended September 30, 2003 compared to net cash used in operating activities
of $1.2 million for the nine months ended September 30, 2002. The net cash provided by operating activities for the nine months ended September 30, 2003 was attributable to net income of $1.1 million, the recording of $1.1 million of tax benefit of
stock option exercises, and depreciation and amortization of $2.0 million, offset by the increase in deferred income taxes of $0.7 million. The net cash used in operating activities for the nine months ended September 30, 2002 was largely the result
of payments of advisory costs and expenses, such as legal and accounting, associated with the Merger, increased accounts receivable and net changes to other working capital accounts.



Net cash used in investing activities was $0.3 million for the nine months ended September 30, 2003 compared to net cash
used in investing activities of $0.7 million for the nine months ended September 30, 2002. Net cash used in investing activities for the nine months ended September 30, 2003 was exclusively for additions to property and equipment, and is consistent
with expected capital expenditures in the short-term. Net cash used in investing activities for the nine months ended September 30, 2002 included direct costs of the Merger and purchases of property and equipment, partially offset by proceeds from
the Dialog Server escrow account and cash received in the Merger.



Net cash provided by financing activities was $1.8 million for the nine months ended September 30, 2003, and consisted of $2.8 million of proceeds from the exercise of common stock options and $0.1 million of proceeds from the sale of
stock under our Employee Stock Purchase Plan, offset by discretionary principal repayments totaling $1.1 million against our line of credit. Net cash provided by financing activities was $0.1 million for the nine months ended September 30, 2002, and
consisted of proceeds from the exercise of common stock options and sale of stock under our Employee Stock Purchase Plan. In the future, cash from financing activities may continue to be effected by receipts from sale of stock under our Employee
Stock Purchase Plan and from the exercise of stock options, and by any discretionary or maturity repayments on our line of credit.



Our principal sources of liquidity are cash and cash equivalents on hand, as well as expected cash flows from operations and our line of credit. We
believe that our cash, cash equivalents and cash flows from operations will be sufficient to meet our liquidity and capital requirements for at least the next 12 months. We may, however, seek additional equity or debt financing to fund further
expansion. There can be no assurance that additional financing will be available on terms favorable to us or at all.



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RISK FACTORS:



You should carefully consider
the following risk factors and all other information contained in this Quarterly Report on Form 10-Q. Investing in our common stock involves a high degree of risk. In addition to those we describe below, risks and uncertainties that are not
presently known to us or that we currently believe are immaterial may also impair our business operations. If any of the following risks occur, our business could be harmed, the price of our common stock could decline and you may lose all or part of
your investment.



Because of the unpredictability and variability of
revenues from our products, we may not accurately forecast revenues or match expenses to revenues, which could harm quarterly operating results and cause volatility or declines in our stock price.



Our quarterly revenues, expenses and operating results varied significantly
in the past, and our quarterly revenues, expenses and operating results are likely to vary significantly in the future due to a variety of factors, including:



| |  |  | fluctuations in the size and timing of significant orders;
| | - |  | ----------------------------------------------------------

| |  |  | possible delays in recognizing software licensing revenues;
| | - |  | -----------------------------------------------------------

| |  |  | the trend within the software industry for a large portion of orders to be booked late in a given calendar quarter;
| | - |  | -------------------------------------------------------------------------------------------------------------------

| |  |  | uncertainty in the budgeting cycles of customers; and
| | - |  | -----------------------------------------------------

| |  |  | the introduction of new or enhanced products.
| | - |  | ---------------------------------------------



We believe that comparisons of operating results from period to period will not necessarily be meaningful and should not be relied upon as the sole
measure of our future performance. Our operating results in one or more future quarters may fail to meet the expectations of securities analysts or investors. If this occurs, the trading price of our stock could decline.



If we fail to rapidly reduce expenses in the event our revenues unexpectedly decline, our
results may be harmed.



We currently operate with virtually
no software order backlog because software products are shipped shortly after orders are received. This fact makes software revenues in any quarter substantially dependent on orders booked and shipped throughout that quarter. In addition, we obtain
a significant portion of our revenues from indirect sales channels over which we have little control. The combination of these factors makes our revenues difficult to predict from period to period. Expense levels are based to a significant extent on
expectations of future revenues and therefore are relatively fixed in the short term. If revenue levels are below expectations, our operating results are likely to be harmed because only small portions of our expenses vary with revenues.



We may not be able to compete successfully against current and potential competitors.



We believe competition in the input management software
industry may intensify in the future. The market for forms processing and document capture solutions is very competitive and subject to rapid change. In addition, because there are relatively low barriers to entry into the software market, we may
encounter additional competition from both established and emerging companies. Many potential competitors have longer operating histories and significantly greater financial, technical, marketing and other resources than ours, in addition to
significantly greater name recognition and a larger installed base of customers. As a result, these potential competitors may be able to respond more quickly to new or emerging technologies and changes in customer requirements or to devote greater
resources to the development, promotion and sale of competitive products than we can. There is also a substantial risk that announcements of competing products by potential competitors could result in the delay or postponement of customer orders in
anticipation of the introduction of the competitors new products.



In addition, current and potential competitors have established or may establish cooperative relationships among themselves or with third parties to increase the ability of their products to address customer needs. These cooperative
relationships may limit our ability to sell our products through particular reseller partners. Accordingly, new competitors or competitive cooperative relationships may emerge and rapidly gain significant market share. We also expect that
competition will increase as a result of software industry consolidation. Increased competition is



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likely to result in price reductions, fewer customer orders, reduced margins and loss of market share, any of which could
harm our revenues, business and operating results.



We incurred losses in
the past and we may incur losses in the future.



We
incurred losses of $0.5 million and $1.9 million for the years ended December 31, 2002 and 2001, respectively. Even as we achieve profitability, given the competitive and evolving nature of the industry in which we operate, we may not be able to
sustain or increase profitability on a quarterly or annual basis. We will need to generate higher revenues while containing costs and operating expenses to remain profitable. Failure to do so may cause our stock price to decline.



If the market for input management software does not grow, our revenues may not grow.



The market for input management software is fragmented and
extremely competitive. We have spent, and intend to continue to spend, considerable resources educating potential customers about our software products and the input management market in general. These expenditures may fail to achieve any additional
degree of market acceptance for our products. The rate at which organizations have adopted our products has varied significantly in the past, and we expect to continue to experience such variations in the future. If the market for input management
products grows more slowly than we anticipate or not at all, our revenues will not grow and our operating results will suffer.



If we are unable to respond in an effective and timely manner to technological change and new products in the industry, our revenues and operating results will suffer.



If we face material delays in introducing new services,
products and enhancements, our customers may forego the use of our products and services and use those of our competitors. The market for input management is characterized by rapid technological change, frequent new product introductions and
enhancements, uncertain product life cycles, changes in customer demands and evolving industry standards. The introduction of products embodying new technologies and the emergence of new industry standards can render existing products obsolete and
unmarketable. Our future success will depend upon our ability to continue to enhance our current products while developing and introducing new products on a timely basis that keep pace with technological developments and satisfy increasingly
sophisticated customer requirements. As a result of the complexities inherent in our software, new products and product enhancements can require long development and testing periods. Significant delays in the general availability of such new
releases or significant problems in the installation or implementation of such new releases could harm our operating results and financial condition. We have experienced delays in the past in the release of new products and new product enhancements.
We may fail to develop and market on a timely and cost effective basis new products or new product enhancements that respond to technological change, evolving industry standards or customer requirements. We may also experience difficulties that
could delay or prevent the successful development, introduction or marketing of our products or reduce the likelihood that our new products and product enhancements will achieve market acceptance.



We could be subject to potential product liability claims and third party litigation
related to our products and services, and as a result our operating results may suffer.



Our products are used in connection with critical business functions and may result in significant liability claims if they do not work properly. Limitation of liability provisions included in our license agreements
may not sufficiently protect us from product liability claims because of limitations in existing or future laws or unfavorable judicial decisions. Although we have not experienced any material product liability claims in the past, the sale and
support of our products may give rise to claims in the future which may be substantial in light of the use of those products in business-critical applications. Liability claims could require expenditure of significant time and money in litigation or
payment of significant damages.



Software defects could also damage our
reputation, causing a loss of customers and resulting in significant costs.



Our software products are complex and may contain errors or defects, particularly when first introduced or when new versions or enhancements are released. In the past, both ActionPoint and Old Captiva discovered
software



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errors in certain of their products after they were released to the market. In addition, our products are combined with
complex products developed by other vendors. As a result, should problems occur, it may be difficult to identify the source or sources of the problems. Defects and errors, or end-user perception of defects and errors, found in current versions, new
versions or enhancements of these products after commencement of commercial shipments may result in:



| |  |  | loss of customers;
| | - |  | ------------------

| |  |  | damage to brand reputation;
| | - |  | ---------------------------

| |  |  | delay in market acceptance of current and future products; and
| | - |  | --------------------------------------------------------------

| |  |  | diversion of development and engineering resources.
| | - |  | ---------------------------------------------------



The occurrence of any one or more of these factors could harm our operating results and financial condition.



If we cannot manage and expand international operations, our revenues may not increase and
our business and results of operations could be harmed.



For the three and nine months ended September 30, 2003, our international sales represented approximately 18% and 21% of our revenues, respectively. We anticipate that, for the foreseeable future, a significant portion of revenues will be
derived from sources outside the United States. We intend to continue to expand sales and support operations internationally. In order to successfully expand international sales, we may establish additional international operations, expand
international sales channel management and support organizations, hire additional personnel, customize our products for local markets, recruit additional international resellers and attempt to increase the productivity of existing international
resellers. If we are unable to do any of the foregoing in a timely and cost-effective manner, our sales growth internationally, if any, will be limited, and our business, operating results and financial condition may be harmed. Even if we are able
to successfully expand international operations, we may not be able to maintain or increase international market demand for our products. Our international operations are generally subject to a number of risks, including:



| |  |  | costs of customizing products for international countries;
| | - |  | ----------------------------------------------------------

| |  |  | protectionist laws and business practices favoring local competition;
| | - |  | ---------------------------------------------------------------------

| |  |  | greater difficulty or delay in accounts receivable collection;
| | - |  | --------------------------------------------------------------

| |  |  | difficulties in staffing and managing international operations;
| | - |  | ---------------------------------------------------------------

| |  |  | foreign currency exchange rate fluctuations; and
| | - |  | ------------------------------------------------

| |  |  | political and economic instability.
| | - |  | -----------------------------------



The majority of our historical revenues and costs have been denominated in United States dollars. However, we expect that in the future an increasing
portion of revenues and costs could be denominated in foreign currencies. Although we do not currently undertake foreign exchange hedging transactions to reduce foreign currency transaction exposure, we may do so in the future. However, we do not
have any plans to eliminate all foreign currency transaction exposure. Foreign currency exchange rate fluctuations and other risks associated with international operations could increase our costs which, in turn, could harm our business.



Our future success is dependent on the services of our key management, sales and
marketing, technical support and research and development personnel, whose knowledge of our business and technical expertise would be difficult to replace.



Our products and technologies are complex, and we are substantially dependent upon the continued service of existing key management, sales and
marketing, technical support and research and development personnel. All of these key employees are employees at will and can resign at any time. The loss of the services of one or more of these key employees could harm our business and
slow product development processes or sales and marketing efforts.



If we
fail to recruit and retain a significant number of qualified technical personnel, we may not be able to develop, introduce or enhance products on a timely basis.



We require the services of a substantial number of qualified technical support and research and development personnel. The
market for these highly skilled employees is characterized by intense competition, which is heightened by their high level of mobility. These factors make it particularly difficult to attract and retain the qualified technical personnel required. We
have experienced, and expect to continue to experience, difficulty in



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hiring and retaining highly skilled employees with appropriate technical qualifications. If we are unable to recruit and
retain a sufficient number of technical personnel, we may not be able to complete development of, or upgrade or enhance, our products in a timely manner. Even if we are able to expand our staff of qualified technical personnel, they may require
greater than expected compensation packages that would increase operating expenses.



If we are unable to protect our intellectual property, our business may be harmed.



Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy or otherwise obtain and use our products or technology.
Monitoring unauthorized use of our products is difficult and we cannot be certain that the steps we have taken will prevent misappropriation of our technology, particularly in international countries where the laws may not protect our proprietary
rights as fully as in the United States. In addition, our competitors might independently develop similar technology or duplicate our product or circumvent any patents or our other intellectual property rights. Due to rapid technological change in
our market, we believe the various legal protections available for our intellectual property are of limited value. Instead, we seek to establish and maintain a technology leadership position by leveraging technological and creative skills of our
personnel, new product developments and enhancements to existing products.



We depend upon software we license from third parties, the loss of which could harm our revenues.



We rely upon certain software licensed from third parties, including software that is integrated with our internally developed software and used in our
products to perform key functions. There can be no assurance that these technology licenses will not infringe the proprietary rights of others or will continue to be available to us on commercially reasonable terms, if at all. The loss of or
inability to maintain any such software licenses could result in shipment delays or reductions until equivalent software could be developed, identified, licensed and integrated. Such delays would materially adversely affect our business, operating
results and financial condition.



If we are subject to a claim that we
infringe a third partys intellectual property, our operating results could suffer.



Substantial litigation regarding intellectual property rights and brand names exists in the software industry. We expect that software product developers increasingly will be subject to infringement claims as the
number of products and competitors in this industry segment grows and the functionality of products in different industry segments overlaps. We are not aware that any of our products infringe any proprietary rights of third parties. However, third
parties, some with far greater financial resources than ours, may claim infringement of their intellectual property rights by our products. Any such 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 licensing agreements.
| | - |  | ---------------------------------------------------------



If we are required to enter into royalty or licensing agreements to resolve an infringement claim, we may not be able to enter into those agreements on
favorable terms. A successful claim of product infringement against us, or failure or inability to either license the infringed or similar technology or develop alternative technology on a timely basis, could harm our operating results, financial
condition or liquidity.



If we are unable to continue to improve and
implement financial and managerial controls and continue to improve our reporting systems and procedures, we may not be able to manage growth effectively and our operating results may be harmed.



Our expected growth will place a significant strain on our management,
information systems and resources. In order to manage this growth effectively, we will need to continue to improve our financial and managerial controls and reporting systems and procedures. Any inability of our management to integrate employees,
products, technology advances and customer service into operations and to eliminate unnecessary duplication may have a materially adverse effect on our business, financial condition and results of operations.



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If we are unable to build awareness of our brands, we may not be able to compete effectively against competitors with
greater name recognition and our sales could be adversely affected.



If we are unable to economically achieve or maintain a leading position in input management software or to promote and maintain our brands, our business, results of operations and financial condition could suffer. Development and awareness
of our brands will depend largely on our success in increasing our customer base. In order to attract and retain customers and to promote and maintain our brands in response to competitive pressures, we may be required to increase our marketing and
advertising budget or otherwise increase our sales expenses. There can be no assurance that our efforts will be sufficient or that we will be successful in attracting and retaining customers or promoting our brands. Failure in this regard could harm
our business and results.



Most of our revenues are currently derived from
sales and service of three software products. If demand for these products declines or fails to grow as expected, our revenues will be harmed.



Historically, we have derived substantially all of our revenues from the Formware, InputAccel and PixTools products. Our future operating results continue
to depend heavily upon continued and widespread market acceptance for the Formware, InputAccel and PixTools products and enhancements to those products. A decline in the demand for any of these products as a result of competition, technological
change or other factors may cause our revenues to decrease.



We may be
unable to meet our future capital requirements and any inability to finance our operations could harm our business.



We cannot be certain that financing will be available to us on favorable terms when required, or at all. We could require substantial working capital to
fund our business. We have experienced negative cash flows from operations in the past, and we may experience negative cash flow from operations in the future. Notwithstanding these factors, we believe that we have sufficient cash and cash
equivalents to fund our operations for at least the next 12 months.



In the
past, we have depended heavily on service revenues to increase overall revenues, and we may not be able to sustain the existing levels of profitability of this part of our business.



Many of our customers entered into service agreements which made up a significant portion of our revenue in the past.
Service revenues represented 38% and 40% of our total revenues for the three and nine months ended September 30, 2003, respectively. The level of service revenues in the future will depend largely upon our implementation services and ongoing
renewals of customer support contracts by our growing installed customer base. Our service revenues could decline if third-party organizations such as systems integrators compete for the installation or servicing of our products. In addition, our
customer support contracts might not be renewed in the future. Due to the increasing costs of operating a professional services organization, we may not be able to sustain profitability in this part of our business in the near future, or ever.



Accounting charges resulting from the Merger will continue to have a
negative effect on earnings over future quarters.



The
Merger has resulted in approximately $13 million of goodwill and other intangible assets being recorded on the books of the combined company. Of this amount, amortization of purchased intangibles, which will be included as part of our cost of
revenues, is expected to be $2.1 million, $2.1 million, $1.3 million, $0.2 million and $0.1 million for the years ending December 31, 2003, 2004, 2005, 2006 and 2007, respectively. These non-cash charges will negatively affect earnings during the
amortization period, which could have a negative effect on our stock price.



The Merger could harm key third party relationships.



The Merger may harm our relationship with third parties with whom ActionPoint and Old Captiva had relationships prior to the Merger. Uncertainties following the Merger may cause these parties to discontinue or modify these relationships in
a manner unfavorable to us. Any changes in these relationships could harm our business.



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Provisions of our charter documents, Delaware law and our rights plan may have anti-takeover effects that could
discourage or prevent a change in control, which may depress our stock price or cause it to decline.



Provisions of our certificate of incorporation and bylaws and a stockholder rights plan may discourage, delay or prevent a merger or acquisition of us
that the majority of our stockholders may consider favorable. Provisions of our certificate of incorporation and bylaws:



| |  |  | prohibit cumulative voting in the election of directors;
| | - |  | --------------------------------------------------------

| |  |  | eliminate the ability of stockholders to call special meetings; and
| | - |  | -------------------------------------------------------------------

| |  |  | establish advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted on by stockholders at stockholder meetings.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The terms of the rights plan are set forth in
the rights agreement entered into by us and the rights agent. The rights granted pursuant to the rights agreement have anti-takeover effects, which may cause substantial dilution to any party that attempts to acquire us or our stock on terms that
our board of directors determines are not in the best interests of our stockholders. Certain provisions of Delaware law also may discourage, delay or prevent a party from acquiring or merging with us, which may cause the market price of our common
stock to decline.



Item 3  Quantitative and Qualitative Disclosures about Market Risk.



The Companys exposure to market risk for changes in interest rates relates primarily to its investment portfolio. The Company maintains an
investment policy which is intended to ensure the safety and preservation of its invested funds by limiting default risk, market risk and reinvestment risk. The Company does not currently use, nor has it historically used, derivative financial
instruments to manage or reduce market risk. The Company mitigates default risk by investing in high credit quality securities such as debt instruments of the United States government and its agencies and high quality corporate issuers, as well as
money market funds. The portfolio includes only marketable securities with active secondary or resale markets to ensure portfolio liquidity and maintains a prudent amount of diversification. As of September 30, 2003, the Company had approximately
$12.4 million in cash and cash equivalents.



The Company has
significant international operations and, as a result, is subject to various risks, including foreign currency risks. The Company has not entered into foreign currency contracts for purposes of hedging or speculation. To date, the Company has not
realized any significant gain or loss from its transactions denominated in foreign currencies. For the three and nine months ended September 30, 2003, approximately 18% and 21%, respectively, of the Companys sales and approximately 16% of the
Companys operating expenses for both the three and nine months ended September 30, 2003 were denominated in currencies other than the Companys functional currency. These foreign currencies are primarily British pounds, Euros and
Australian dollars. Additionally, substantially all of the receivables and payables of the Companys international subsidiaries are denominated in currencies other than the Companys reporting currency.



Item 4  Controls and Procedures.



Evaluation of Controls and Procedures



The
Company maintains controls and procedures, which have been designed to ensure that material information related to Captiva Software Corporation, including its consolidated subsidiaries, is made known to management on a timely and consistent basis.
In response to recent legislation and proposed regulations, the Company has been reviewing its internal control structure and has established a disclosure committee, which consists of certain members of the Companys management. Although the
Company believes its existing disclosure controls and procedures are adequate to enable the Company to comply with its disclosure obligations, the review and documentation of its internal control structure is a process that will continue in
conjunction with other integration activities.



As of the end
of the period covered by this report, the disclosure committee carried out an evaluation, under the supervision and with the participation of the Companys management, including the Companys Chief Executive Officer, Mr. Bish, and Chief
Financial Officer, Mr. Russo, of the effectiveness of the design and operation of the Companys disclosure controls and procedures. Based upon that evaluation, Mr. Bish and Mr. Russo concluded that the Companys disclosure controls and
procedures are effective in causing material information to be collected,



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communicated and analyzed by management of the Company on a timely basis and to ensure that the Companys public
disclosures are timely filed and comply with SEC disclosure obligations.



Changes in Controls and Procedures



There has
been no change in our internal control over financial reporting during the fiscal quarter ended September 30, 2003 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



PART II - OTHER INFORMATION



Item 1.        Legal proceedings



Captiva Software Corporation is not a party to any material legal proceedings.



Item 2.        Changes in Securities and Use of Proceeds



None.



Item 3.        Defaults Upon Senior Securities



None.



Item 4.        Submission of Matters to a Vote of Security Holders



None.



Item 5.        Other Information



None.



Item 6.        Exhibits and Reports on Form 8-K



a.  Exhibits



|ExhibitNumber |  | Description                                                                                                                                       
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|31.1          |  | Certification by Chief Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a).                                       
|31.2          |  | Certification by Chief Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a).                                       
|32.1          |  | Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|32.2          |  | Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



b.  Reports on Form 8-K



We filed a Current Report on Form 8-K on July 29, 2003 to furnish our
disclosure of unaudited financial information for the second quarter of 2003.



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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.



|                        |  |  |  |  |  | CAPTIVA SOFTWARE CORPORATIONRegistrant
|----------------------- |  |  |  |  |  | --------------------------------------
|                        |  |  | 
|Date: November 12, 2003 |  |  |  |  |  | /s/    REYNOLDS C.
BISH               
|                        |  |  |  |  |  |                                       
|                        |  |  | 
|                        |  |  |  |  |  | /s/    RICK E.
RUSSO                  
|                        |  |  |  |  |  |                                       



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