8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): July 23, 2003

Commission File No. 000-22688

MACROMEDIA, INC.

(A Delaware Corporation)

I.R.S. Employer Identification No. 94-3155026

600 Townsend Street

San Francisco, California 94103

(415) 252-2000

Item 7: Financial Statements and Exhibits

(a) Not applicable.

(b) Not applicable.

(c) Exhibits.

The following exhibit is filed as part of this report:

Exhibit No.	Description
99.1*	Registrant’s press release, issued July 23, 2003.

* Exhibit 99.1 is being furnished to the Securities and Exchange Commission (“SEC”) pursuant to Item 12 and shall not be deemed filed with the SEC, nor shall it be deemed incorporated by reference in any filing with the SEC under the Securities Exchange Act of 1934 or the Securities Act of 1933, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

Item 9: Regulation FD Disclosure (Information Furnished Under Item 12 – Results of Operations and Financial Condition)

The following information, including the text of the press release attached as an exhibit to this Form 8-K, is being furnished pursuant to Item 12, “Results of Operations and Financial Condition,” and Item 9 pursuant to the guidance issued by the SEC in Release Nos. 33-8216 and 34-47583. This Form 8-K and the attached exhibit are furnished to, but not filed with, the SEC.

On July 23, 2003, Macromedia, Inc. (the “Company”) issued a press release (the “Press Release”) announcing the Company’s results for the three months ended June 30, 2003. A copy of the Press Release is attached as Exhibit 99.1 to this Form 8-K.

Non-GAAP Financial Measures

As used herein, “GAAP” refers to accounting principles generally accepted in the United States.

In addition to the GAAP financial measures disclosed in the Press Release, the Company included certain non-GAAP financial measures within the meaning of Regulation G. The Company has consistently provided these financial measures in previous earnings releases and the Company’s management believes that these measures are important to investors and other interested persons, and that investors and such other persons benefit from having a consistent basis for comparison between quarters. The Company’s management also believes these non-GAAP financial measures to be a useful measure of its corporate performance by allowing it to isolate its financial results to certain core functions of its operations.

In compliance with Regulation G, for any non-GAAP financial measures disclosed in the Press Release, corresponding GAAP financial measures and reconciliations have been provided on the Company’s website and in the Press Release.

SIGNATURE

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

	MACROMEDIA, INC.
Date: July 23, 2003	By:	/s/    ELIZABETH A. NELSON
		Elizabeth A. Nelson Executive Vice President, Chief Financial Officer and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1*	Registrant’s press release, issued July 23, 2003.

* Exhibit 99.1 is being furnished to the Securities and Exchange Commission (“SEC”) pursuant to Item 12 and shall not be deemed filed with the SEC, nor shall it be deemed incorporated by reference in any filing with the SEC under the Securities Exchange Act of 1934 or the Securities Act of 1933, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

EX-99.1

Exhibit 99.1

For more information, contact:

Financial Inquiries:

Andrew Zappelli

Macromedia, Inc.

(415) 252-2106

ir@macromedia.com

Media Inquiries:

Megan Kirkwood

Macromedia, Inc.

(415) 252-2225

mkirkwood@macromedia.com

Macromedia, Inc (Nasdaq: MACR)

Summary Financial Results

(in millions, except per share data and percentages)

	Three Months Ended June 30
	2003		2002
Net Revenues	$	83.1	$	84.3
EPS – GAAP	$	0.10	$	(0.03	)
EPS – Pro Forma	$	0.11	$	0.00

Macromedia Reports First Quarter Fiscal Year 2004 Results

SAN FRANCISCO, Calif. — July 23, 2003 – Macromedia, Inc. (Nasdaq: MACR) today announced first quarter of fiscal year 2004 results. Net revenues for the three months ended June 30, 2003 were $83.1 million, compared with net revenues of $84.3 million reported in the comparable period a year ago. Net income for the three months ended June 30, 2003, was $6.7 million or $0.10 per diluted share, compared to a net loss of $2.0 million or $0.03 per share for the comparable quarter a year ago. Pro forma net income for the first quarter of fiscal year 2004 was $7.0 million or $0.11 per diluted share, compared to a pro forma net income of $0.1 million or $0.00 per share for the first quarter of fiscal year 2003.

“While our core products continue to lead the industry, our new offerings like Contribute 2, Breeze Live, and Flash for Mobile are starting to really gain traction,” said Rob Burgess, chairman and CEO, Macromedia. “We are all very excited about all the new software and solutions we are bringing to market to streamline the process of making great digital experiences.”

Business Initiatives Update

During the quarter, Macromedia continued to make significant strides in its three key markets of design/development; information convenience; and mobile solutions.

Design/Development

Macromedia Studio MX, the most successful product in Macromedia history, maintained its strong competitive position a full year after its introduction. The individual products within the Studio solution also remained solid, with Macromedia Dreamweaver MX standing as the company’s largest individual product with leading market share for the professional web development space.

The MX family also continued to receive industry accolades, including Macromedia Flash winning the “Best Business Productivity Product or Service” category at the SIIA 18th Annual Codie Awards and Macromedia ColdFusion MX receiving a “13th Annual Jolt & Productivity Award” from Software Development Magazine.

Information Convenience

Introduced this past year, the Information Convenience product family provides solutions that enable non-technical professionals to create and deliver great digital experiences without technical training.

Macromedia Contribute, which enables users to easily update web content with the ease-of-use of word processing, has sold more than 70,000 units since its

introduction in December 2002. Macromedia Contribute 2, which includes Mac OSX support, secure FTP and PayPal integration, is expected to ship in August.

Macromedia Breeze adoption has accelerated this quarter, with more than 50,000 presentations converted to Breeze to date and customer wins including Barclays Global Investors and the City of Los Angeles. In July, Macromedia introduced Macromedia Breeze Live, the latest add-on module for the Macromedia Breeze presentation platform. Expected to ship in August, Macromedia Breeze Live enables companies to train and communicate online in real-time through integrated video, audio, and desktop screen sharing.

Mobile

During the quarter, NTT DoCoMo, one of the world’s premier mobile operators, began shipping Macromedia Flash Player in every one of their next-generation 505i i-mode mobile phones. Hand-sets from Mitsubishi, Sony/Ericsson, Sharp, Fujitsu and NEC have been released to the market, with hundreds of thousands sold to date. In addition to mobile phones, we have signed license agreements for the Macromedia Flash Player for devices including PDAs, children’s toys, TV set-top boxes, and home automation systems. We also signed ten new embedded flash partners this quarter.

Business Outlook — Second Quarter Fiscal Year 2004

For the quarter ending September 30, 2003, Macromedia expects net revenues to be in the range of $85 to $90 million, with gross margins in the 88 to 90 percent range, and operating profit margin between 8 and 12 percent on a pro forma basis. For the fiscal year ending March 31, 2004, the company reaffirms its previous guidance, expecting revenue to increase from the previous fiscal year by 10 to 20 percent and operating profit margin to be between 10 and 20 percent on a pro forma basis. These forward-looking statements are subject to risks and uncertainties discussed below and actual results may differ materially.

Pro Forma Results

Macromedia’s pro forma results for the three months ended June 30, 2003 and 2002, differ from results reported under U.S. GAAP due to adjustments for the following items reported in its condensed consolidated results from operations:

• Non-cash charges for:

• The amortization of deferred stock compensation resulting from the issuance of stock options to employees at an exercise price below the fair-market value on the date of grant;

• The amortization of acquired intangible assets;

• Cash gain from a non-marketable cost-basis investment;

• Losses on non-marketable cost-basis and available-for-sale investments resulting from an other-than-temporary decline in the fair-market value of these investments;

• The reversal of a previously recorded litigation charge.

Pro forma results for the three months ended June 30, 2003 and 2002, reflect an assumed tax rate of 20 percent. See the attached financial table for a reconciliation of GAAP and pro forma results.

Conference Call

Macromedia’s first quarter fiscal year 2004 financial results teleconference is scheduled to begin at 2:30 p.m. Pacific Time / 5:30 p.m. Eastern Time on Wednesday, July 23, 2003. In addition to the teleconference, a Macromedia Breeze presentation will be available on our website before the teleconference begins. To access the presentation, please visit http://www.macromedia.com/MACR/. After the conclusion of the teleconference, a replay of the conference call will be available on the company’s website.

About Macromedia

Experience matters. Macromedia, Inc. (www.macromedia.com) is motivated by the belief that great experiences build great businesses. Our software empowers millions of business users, developers, and designers to create and deliver effective, compelling and memorable experiences – on the Internet, on fixed media, on wireless, and on digital devices.

Cautionary Note about Forward Looking Statements

Matters discussed in this news release may be considered forward looking statements, including those under the heading “Business Outlook” that relate to expected future financial results which involve risks and uncertainties, including those related to customer acceptance of new products and services and new versions of existing products, the risk of integrating newly acquired technologies and products, the impact of competition, the risk of delays in product development and release dates, the economic condition in the domestic and significant international markets in which the company operates, dependence on the growth of the Internet, quarterly fluctuations of the operating results, the dependence on distributors and risks of product returns, volatility of the company’s stock and other risks detailed from time to time in the company’s SEC reports, including without limitation, its annual report on Form 10-K for the fiscal year ended March 31, 2003, and its quarterly reports on Form 10-Q, as they may be updated or amended with future filings. The actual results the company achieves may differ materially from any forward looking statements due to such risks and uncertainties.

NOTE: Macromedia, the Macromedia logo, Macromedia Dreamweaver, Macromedia Flash, Macromedia Contribute, Macromedia Breeze are trademarks or registered trademarks of Macromedia, Inc., which may be registered in the United States and internationally. Other product or service names mentioned herein are the trademarks of their respective owners.

MACROMEDIA, INC.

Condensed Consolidated Statements of Operations

Impact of Pro Forma Adjustments on Reported Net Income (Loss)

(In thousands, except per share data)

(unaudited)

	Three months ended June 30, 2003									Three months ended June 30, 2002
	GAAP			Adjustments			Pro Forma			GAAP			Adjustments			Pro Forma
Net revenues	$	83,064		$	—		$	83,064		$	84,294		$	—		$	84,294
Cost of revenues		7,341			—			7,341			11,093			(16	)(A)		11,077
Gross profit		75,723			—			75,723			73,201			16			73,217
Operating expenses:
Sales and marketing		34,676			—			34,676			37,396			(44	)(A)		37,352
Research and development		23,300			—			23,300			26,372			(31	)(A)		26,341
General and administrative		9,702			—			9,702			10,613			(9	)(A)		10,604
Amortization of intangible assets		414			(414	)(B)		—			3,364			(3,364	)(B)		—
Total operating expenses		68,092			(414	)		67,678			77,745			(3,448	)		74,297
Operating income (loss)		7,631			414			8,045			(4,544	)		3,464			(1,080	)
Other income:
Interest income and other, net		717			—			717			1,148			—			1,148
Gain (loss) on investments		65			(65	)(C)		—			(803	)		803	(C)		—
Litigation settlement		—			—			—			2,822			(2,822	)(D)		—
Total other income		782			(65	)		717			3,167			(2,019	)		1,148
Income (loss) before income taxes		8,413			349			8,762			(1,377	)		1,445			68
Provision for income taxes		(1,683	)		(69	)(E)		(1,752	)		(607	)		593	(E)		(14	)
Net income (loss) applicable to common stockholders	$	6,730		$	280		$	7,010		$	(1,984	)	$	2,038		$	54
Net income (loss) per common share
Basic	$	0.11								$	(0.03	)
Diluted	$	0.10					$	0.11		$	(0.03	)				$	0.00
Weighted average common shares outstanding used for basic and diluted income per common share
Basic		61,670									59,550
Diluted		65,480						65,480			59,550						62,940

Macromedia’s pro forma results for the three months ended June 30, 2003 and 2002 differ from results reported under U.S. GAAP due to adjustments for the following items reported in its consolidated statements of operations:

(A) The amortization of non-cash stock compensation resulting from the issuance of stock options to employees at an exercise price below the fair-market value on the date of grant of $100 during the three months ended June 30, 2002.

(B) The amortization of intangible assets of $414 and $3,364 during the three months ended June 30, 2003 and 2002, respectively.

(C) A cash gain from investments of $65 during the three months ended June 30, 2003 and a loss on investments of $803 resulting from the other-than-temporary decline in the fair-market value of the investments during the three months ended June 30, 2002.

(D) The reversal of a previously-recorded litigation charge of $2,822 related to a patent infringement case, in which the company and the plaintiff entered into a settlement agreement whereby the claims of both parties were dismissed.

(E) Pro forma results for the three months ended June 30, 2003 and 2002 reflect an assumed tax rate of 20 percent, reflecting U.S. federal and state income taxes and foreign taxes at rates other than U.S. statutory rates.

MACROMEDIA, INC.

Condensed Consolidated Balance Sheets

(In thousands)

(unaudited)

ASSETS	June 30, 2003		March 31, 2003
Current assets:
Cash, cash equivalents and short-term investments	$	243,058	$	215,586
Accounts receivable, net		24,648		27,610
Prepaid expenses and other current assets		12,029		13,546
Deferred income taxes		10,314		10,314
Total current assets		290,049		267,056
Property and equipment, net		31,715		34,856
Goodwill, net		201,392		201,392
Other intangible assets, net		3,960		4,526
Other long-term assets		18,339		19,593
Total Assets	$	545,455	$	527,423
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	7,144	$	6,714
Accrued liabilities and income taxes payable		50,320		49,735
Accrued restructuring		10,135		11,024
Unearned revenues		30,432		33,916
Total current liabilities		98,031		101,389
Accrued restructuring, non-current		17,659		20,064
Other long-term liabilities		6,422		6,440
Total liabilities		122,112		127,893
Total stockholders’ equity		423,343		399,530
Total Liabilities and Stockholders’ Equity	$	545,455	$	527,423