UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2001
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 0-25871
INFORMATICA CORPORATION
(Exact name of registrant as specified in
its charter)
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Delaware
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77-0333710
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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2100
Seaport Boulevard
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Redwood
City, California
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94063
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(Address
of principal executive offices)
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(Zip
Code)
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(650) 385-5000
(Registrants Telephone Number, Including Area Code)
Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001 per share
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
As of February 28, 2002 there were approximately 79,075,379 shares of the Registrants Common Stock outstanding. The aggregate market value of the Common Stock held by non-affiliates of the Registrant (based on the closing price for the Common Stock on the Nasdaq National Market on February 28, 2002) was approximately $465,936,938. Shares of the Registrants Common Stock held by each executive officer and director and by each entity that owns 5% or more of the Registrants Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrants Proxy Statement for the Registrants 2002 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K to the extent stated herein. The Proxy Statement will be filed within 120 days of Registrants fiscal year ended December 31, 2001.
INFORMATICA CORPORATION
ANNUAL REPORT ON FORM 10-K
Year Ended December 31, 2001
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PART I
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| Item 1. | Business | 3 | ||
| Item 2. | Properties | 10 | ||
| Item 3. | Legal Proceedings | 10 | ||
| Item 4. | Submission of Matters to a Vote of Security Holders | 10 | ||
| Executive Officers of the Registrant | 11 | |||
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PART II
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| Item 5. | Market for Registrants Common Equity and Related Stockholder Matters | 12 | ||
| Item 6. | Selected Consolidated Financial Data | 13 | ||
| Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations | 14 | ||
| Risk Factors | 23 | |||
| Item 7A. | Quantitative and Qualitative Disclosure About Market Risk | 31 | ||
| Item 8. | Financial Statements and Supplementary Data | 32 | ||
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 54 | ||
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PART III
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| Item 10. | Directors and Executive Officers of the Registrant | 54 | ||
| Item 11. | Executive Compensation | 54 | ||
| Item 12. | Security Ownership of Certain Beneficial Owners and Management | 54 | ||
| Item 13. | Certain Relationships and Related Transactions | 54 | ||
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PART IV
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| Item 14. | Exhibits, Financial Statements, Financial Statement Schedules and Reports on Form 8-K | 54 | ||
| SIGNATURES | 56 | |||
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This Annual Report on Form 10-K includes forward-looking statements within the meaning of the federal securities laws, particularly statements referencing trends in our operating results; the sufficiency of our cash balances and cash flows for the next twelve months; potential investments of cash or stock to acquire or invest in complementary businesses, products or technologies; the impact of recent changes in accounting standards; and assumptions underlying any of the foregoing. In some cases, forward-looking statements can be identified by the use of terminology such as may, will, expects, intends, plans, anticipates, estimates, potential, or continue, or the negative thereof or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements contained herein are reasonable, these expectations or any of the forward-looking statements could prove to be incorrect, and actual results could differ materially from those projected or assumed in the forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to risks and uncertainties, including but not limited to the factors set forth in Risk Factors and elsewhere in this report. All forward-looking statements and reasons why results may differ included in this report are made as of the date hereof, and we assume no obligation to update any such forward-looking statements or reasons why actual results may differ.
PART I
Item 1. Business
Overview
We are a leading provider of enterprise analytics software that enables our customers to automate the integration, analysis and delivery of critical corporate information. Using our products, managers and executives gain valuable business insight they can use to help improve operational performance and enhance competitive advantage.
Over the last two decades, companies have made significant investments in a variety of software applications that automate specific business functions. As a result, companies have amassed large volumes of information stored in these disparate software systems. More recently, the deployment of e-business applications and the adoption of the Internet as a business tool have accelerated this trend by exponentially increasing electronic transaction activity and the volume of associated data. These developments have made it increasingly difficult for managers and executives to access and analyze complete information regarding their customers, operations and suppliers in a timely manner.
We provide our customers with a comprehensive family of software products that are designed to support more effective and timely business decision-making and help transform business insight into competitive advantage. Our data integration products simplify the process of integrating and analyzing data from multiple systems, while our complementary analytic application products provide our customers with standardized reports and metrics that can be extended to meet their unique business requirements. Our analytics delivery products enable the deployment of custom or packaged analytic applications to a broad set of corporate decision-makers via Web, wireless and voice interfaces. Using our products, customers can evaluate and help improve the performance of their business, including direct and indirect sales, marketing, customer service, operations, manufacturing, human resources, procurement and finance.
We believe our products provide our customers with the following primary benefits:
| | integrated information across a wide range of business functions and disparate data sources; | ||
| | timely delivery of personalized corporate information and metrics to key decision-makers; and | ||
| | comprehensive business insight to enhance business decision-making. |
We have over 1,450 customers, which include companies in a wide variety of industries, ranging from high technology to manufacturing, and from financial services to telecommunications. We also maintain relationships with a variety of strategic partners to jointly develop, market, sell and/or implement our solutions. Our significant strategic partners include Accenture, BEA Systems, Deloitte Consulting, Hewlett-Packard, i2 Technologies, IBM, KPMG Consulting, Mitsubishi Electric, PeopleSoft, PwC Consulting, Siebel Systems and Sybase. We market and sell our software and services through our direct sales force in the United States as well as Belgium, Canada, France, Germany, the Netherlands, Switzerland and the United Kingdom. We also have relationships with distributors in various regions, including Asia-Pacific, Australia, Europe, Japan and Latin America, who sublicense
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our products and provide service and support within their territories. More than twenty-five independent software vendors, including several of our strategic partners, have licensed our technology for inclusion in their products.
Our principal executive offices are located at 2100 Seaport Boulevard, Redwood City, California 94063, and our telephone number at that location is (650) 385-5000. We can also be reached at our Web site at www.informatica.com. We were incorporated in California in February 1993 and reincorporated in Delaware in April 1999.
Recent Developments
Business Combinations
In January 2001, we acquired all the outstanding shares of syn-T-sys B.V. and syn-T-sys N.V. (syn-T-sys), distributors of Informatica products in the Netherlands and Belgium, respectively, for a total purchase price of $7.5 million. In June 2001, we acquired all the outstanding shares of Informatica Partners, a distributor of Informatica products in France, for a total purchase price of $5.0 million. Both business combinations were accounted for under the purchase method.
Restructuring
In July 2001, we announced our plan to consolidate our four San Francisco Bay Area locations into the new facility in Redwood City. As a result of the consolidation of these facilities, we recorded total restructuring charges of approximately $12.1 million in 2001 for excess leased facilities in the San Francisco Bay Area and Texas and the related write-offs of property and equipment.
We recorded a restructuring charge of approximately $10.6 million related to the consolidation of excess leased facilities. These costs include remaining lease liabilities and brokerage fees reduced by estimated sublease income over the estimated sublease period or the remaining lease terms through 2007. The estimated costs of excess leased facilities, including estimated costs to sublease, were based on market information and trend analyses provided by a commercial real estate brokerage firm. Actual future cash requirements will differ from the restructuring liability balances at December 31, 2001 if we are unable to sublease the excess leased facilities or actual sublease income is different from estimates. Property and equipment from these facilities that was disposed of or removed from operations resulted in a charge of $1.5 million and consisted primarily of leasehold improvements and furniture and fixtures.
Stock Option Exchange Program
In July 2001, we announced a voluntary stock option exchange program for our employees. Under the program, employees were given the option to cancel outstanding stock options previously granted in exchange for a new non-qualified stock option grant for an equal number of shares to be granted at a future date, at least six months and one day from the cancellation date of the exchanged options, which was September 14, 2001. Under the exchange program, options to purchase approximately 7.9 million shares of our common stock were tendered and cancelled.
On March 15, 2002, replacement options were granted to participating employees under the Stock Option Exchange Program for approximately 7.7 million shares of common stock. Each participant received a one-for-one replacement option for each option included in the exchange at an exercise price of $7.90 per share, which was the fair market value of our common stock on March 15, 2002. The new options have terms and conditions that are substantially the same as those of the cancelled options. The exchange program will not result in any additional compensation charges or variable plan accounting.
Our Products
Our enterprise analytics products enable our customers and partners to deploy and manage data warehouses and analytic applications across their organizations. Our products, which include data integration products, analytics delivery products and a suite of packaged analytic applications, enable enterprises to implement a decision support infrastructure that can be as sophisticated or as simple as required. Our data integration products include our flagship data integration platform and a set of supporting products that simplify the integration, transformation and analysis of data from disparate sources. Our analytics delivery products are Internet-based and enable customers to rapidly develop and deploy analytic dashboards to a broad range of corporate decision-makers. Our analytic applications leverage our integration and delivery products and provide customers with packaged analytic functionality. Using our products, customers can evaluate and help improve the performance of their business, including direct and indirect sales, marketing, customer service, operations, manufacturing, human resources, procurement and finance.
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The following information summarizes the key features and benefits of our products and services:
Data Integration Products
Our data integration products feature a high-performance, scalable architecture designed to support the demanding requirements of global companies and rapidly growing enterprises. Our core integration offerings, Informatica PowerCenter and Informatica PowerMart, integrate and unify the diverse applications and the various types of users that populate todays enterprises. Our data integration products extract data from virtually all sources, enrich it for analytics, catalog it for use and reuse, and deliver it to data warehouses and analytic applications. In addition, we offer a number of extension products that provide technical capabilities to accelerate and simplify customer implementation and deployment of our products, including Informatica PowerChannel, a number of Informatica PowerConnects, Informatica PowerPlugs and Informatica PowerBridge products.
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Product
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Description | Benefit | ||
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| Informatica PowerCenter |
An enterprise data integration platform for the creation and real-time management of data warehouses and analytic applications. | Speeds integration and simplifies management of enterprise-wide information by integrating analytics, enforcing consistent data definitions, and synchronizing and integrating disparate data marts, data warehouses and analytic applications. | ||
| Informatica PowerMart |
A departmental integration platform that can be expanded as a companys needs grow to an enterprise level with Informatica PowerCenter. | Speeds integration and simplifies management of departmental information by integrating analytics and enforcing consistent data definitions. | ||
| Informatica PowerChannel | An extension product that supports the interchange and integration of sensitive, high volume and geographically dispersed data across a wide area network within an enterprise, or across the Internet between enterprises. | Provides comprehensive and reliable integration of geographically distributed data, improved visibility and global data management and is designed to significantly save time and resources. | ||
| Informatica PowerConnects, PowerPlugs, PowerBridge |
A set of extension products to provide direct access to various enterprise data sources and metadata, including SAP, PeopleSoft, Siebel, DB2, IBM MQSeries, mainframe, AS/400 and Hyperion. | Simplifies access to ERP, CRM, real-time messaging, mainframe, AS/400 and legacy environments and allows the reuse of metadata in order to reduce information technology cost and improve system manageability. |
Analytics Delivery Products
Our analytics delivery products are comprised of the Informatica Analytics Server and Informatica Mobile. When combined, these Internet-based products enable customers and partners to rapidly develop and deploy analytic dashboards to a broad range of decision-makers within an enterprise. Informatica Analytics Server provides Web-based analytic dashboards and a Web-based administrative console, while Informatica Mobile is the mobile dashboard delivery option for wireless (WAP, PDA, text pager, RIM pager) and voice recognition interfaces. This analytics delivery platform is designed to give end users intuitive access to critical data at the point of work. In addition, the platform provides benefits via rapid development and deployment capabilities. By allowing users to be alerted to, navigate through and interact with key business metrics such as sales trends, customer order records, support logs and enterprise communication tools, the Informatica Analytics Delivery Platform empowers employees, suppliers and customers to make informed decisions while in the office or on the road. This enables faster reactions to trends, more responsive customer support, more consistent decision-making and, therefore, a more effective enterprise. Our analytics delivery products are tightly integrated with our data integration products and provide the deployment and delivery capabilities for our analytic application products.
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Product
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Description | Benefit | ||
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| Informatica Analytics Server |
A scalable platform for building and deploying Web-based analytic dashboards, reports, analytic workflows, alerts and indicators. | Allows companies to deploy real-time, customizable analytics to a broad range of decision-makers across the enterprise, resulting in better-informed decisions. | ||
| Informatica Mobile |
An optional component that automates delivery of analytic dashboards via mobile devices with support for device-specific interfaces; also supports analytic dashboard delivery via voice interface. | Allows mobile users to access key business metrics and communications tools remotely, enabling greater productivity. |
Analytic Application Products
Our analytical application products are comprised of a tightly integrated suite of analytic applications that provide key business metrics and analytic reports across a range of business functions. Because our analytic application products span multiple business functions, we believe they uniquely offer managers and executives an integrated, enterprise-wide view of their businesses that they have not traditionally been able to achieve. These analytic applications are designed to integrate data from a variety of operational systems, such as Ariba, i2 Technologies, Manugistics, Oracle, PeopleSoft, SAP, Siebel Systems, legacy systems and Web commerce servers, to provide valuable business insight. They do this by enabling companies to analyze and manipulate the aggregated and normalized information. Our analytic applications are designed to help companies leverage industry best practices and minimize implementation time and cost for enterprise-wide analytics. They include analytic dashboards that are role-based, easily personalized and able to deliver information in real time, and are integrated with alerts and enterprise communication tools such as Microsoft Exchange. The analytic dashboards allow full interaction with the server, including the use of Informatica Analytic Workflows, which aid in the discovery of root causes by guiding users through a series of saved drill paths, based on business processes. These innovations make our applications more powerful and at the same time easier to use, especially for users who may not have experience in business analysis. Our analytic applications are built on our data integration and analytics delivery products and can therefore be easily modified and extended to meet the requirements of most enterprises. Our suite of packaged analytic applications is comprised of four integrated applications, summarized in the table below.
| Product | Description | Benefit | ||
| Informatica Customer Relationship Analytics |
Metrics and packaged analytics for improving the effectiveness of customer-facing business processes, including direct and indirect sales, marketing, and customer service. | Helps companies increase sales and customer profitability by attracting, retaining and better serving customers across all sales and distribution channels. | ||
| Informatica Web Channel Analytics |
Metrics and packaged analytics to help information technology and business users analyze Web-based clickstream data, including segmentation of Web visitors by geography and domain and measuring the success of Web-based promotions. | Helps companies understand customer behavior on the Web site and measure the effectiveness of customer facing Web applications. | ||
| Informatica Business Operations Analytics |
Metrics and packaged analytics for various back-office business operations, including finance, human resources, manufacturing and logistics. | Enables companies to identify areas to reduce costs, improve responsiveness and better manage human resources and other corporate assets in order to drive business improvements across the enterprise. | ||
| Informatica Supply Chain Analytics |
Metrics and packaged analytics improving the effectiveness of procurement processes, including the acquisition of raw materials, components and other supplies, as well as supplier relationships. | Helps companies reduce direct and indirect procurement time and costs, improve product quality and monitor supplier performance. |
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Services
We offer a comprehensive set of professional services, including product-related consulting services, training and customer support. Our consulting services range from designing and deploying analytic applications and data warehouses to data transformation and performance tuning. Our consulting strategy is to provide specialized expertise regarding our products to enable our end user customers and systems integrator partners to successfully implement our analytic solutions. Our systems integrator partners include major, global firms such as Accenture, Cap Gemini Ernst & Young, Computer Sciences Corporation, Deloitte Consulting, EDS, KPMG Consulting and PwC Consulting as well as smaller, regional firms specializing in data warehouse consulting. We also offer a comprehensive curriculum of product-related training to help our customers and strategic partners build proficiency in using our products. In 2001, we established the Informatica Certification Program to create a database of expert professionals with verifiable skills in the design and administration of Informatica-based analytic systems. Through our technical support centers in the United States and the United Kingdom, we offer high-quality technical support on a global basis to customers over the phone, via e-mail and through the Internet.
Our Strategic Partners and Customers
Our strategic partners include industry leaders in enterprise and e-business software, business intelligence tools, computer hardware and systems integration. We offer a comprehensive strategic partner program for major companies in these areas so that they can provide sales and marketing leverage, access to required technology and complementary products and services to our joint customers. In addition to our systems integrator partners listed above, our strategic partners include BEA Systems, Brio Technology, Business Objects, Cognos, Compaq Computer, EMC, Hewlett-Packard, Hyperion Solutions, i2 Technologies, IBM, Manugistics, Microsoft, MicroStrategy, Mitsubishi Electric, PeopleSoft, Siebel Systems, Sun Microsystems, Sybase, TIBCO, Vitria and webMethods.
Our customers include leading companies in a wide range of industries as well as major governmental and educational institutions. A representative sampling of customers who have purchased at least $750,000 of our software and related services since January 1996 includes:
| Banking/Financial | ||||||||
| Services | Insurance | Manufacturing/High Tech | Communications | Pharmaceuticals/Chemicals | ||||
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| Abbey National ABN AMRO Bank American Express Bank of Tokyo Charles Schwab Citigroup Credit Suisse First Boston Deutsche Bank Fair, Isaac Goldman Sachs JP Morgan Merrill Lynch UBS |
Aegon USA AXA Blue Cross/Blue Shield CNA Hartford John Hancock Liberty Mutual Group Met Life Prudential USAA |
Autodesk Boeing Brocade Communications Cisco Freightliner Gateway General Electric Hewlett-Packard Lockheed Martin Lucent Technologies Motorola Philips Solectron Siemens Steris Toyota Verisign |
AirTouch AT&T Bell Atlantic Cingular Wireless Deutsche Telekom NTL One 2 One Sprint UUNET Verizon Williams Information Services |
Abbott Laboratories American Home Products Amgen Astra Zeneca Bristol-Meyers Squibb Corning Pfizer |
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| Packaged Goods | Utilities/Energy | Government | Other | |||
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| Best Buy Con Agra Nestlé Pepsico |
EDF GDF
TransCanada Pipelines Waste Management |
Internal
Revenue Service
TriCare Management Activities US Air Force US Postal Service |
ABB Infosystems Cap Gemini Ernst & Young Federal Express Intuit Sysco Tetra Pak Data Systems Vizzavi |
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Our Market Positioning
Comprehensive Enterprise Analytics Product Offering. Our strategy is to provide our customers with a comprehensive suite of analytic products to help them quickly and cost effectively deploy analytic solutions to improve their business effectiveness. Our data integration, analytics delivery and analytic application products combine to provide the industrys most comprehensive enterprise analytics product suite. This full stack of products allows us to offer our customers a highly attractive and differentiated value proposition in terms of ease of implementation, ease of management, total cost of ownership and business improvement.
Analytic Solutions Spanning the Entire Value Chain. Our products combine to provide our customers with a complete, enterprise-wide analytic capability that can span the full range of business functions, such as direct and indirect sales, marketing, customer service, operations, manufacturing, human resources, procurement and finance. By leveraging this integrated and comprehensive view of their operations, our customers are better able to manage their businesses and improve their competitive position.
Highly Scalable and Flexible Data Integration Architecture. Our products are capable of supporting the needs of large global enterprises due to our highly scalable and extensible architecture. In particular, our analytics delivery products are based on an industry-standard J2EE architecture that provides significant scalability and manageability advantages. In addition, our infrastructure products are developed to be compatible with major software applications. Our platform and set of supporting products are both flexible and extensible, allowing customers to build or extend sophisticated analytic applications to meet their specific requirements. The open architecture design of our products enables our customers to support and inter-operate with a wide range of computing platforms, applications and data sources.
Significant Installed Customer Base. We have an installed customer base that spans a wide range of industries. Our products have been licensed by over 1,450 customers around the world. As of December 31, 2001, our customers included over 60% of the Fortune 100 companies. Our success in these deployments serves to strengthen our brand awareness while providing an opportunity to license additional products to these existing customers including our analytic applications and analytics delivery products.
Strong Base of Leading Strategic Partners. We have alliances and strategic partnerships with leading enterprise and e-business software providers, systems integrators and hardware vendors. These alliances provide sales and marketing leverage and access to required technology while also providing complementary products and services to our joint customers. Currently, more than 200 companies market and resell our products around the world, which we believe has helped accelerate market adoption of our products.
Research and Development
As of December 31, 2001, we employed 215 people in our research and development organization. This team is responsible for the design, development and release of our products. The group is organized into four disciplines: development, quality assurance, documentation and program management. Members from each discipline, along with a product-marketing manager from our marketing department, form separate product teams that work closely with sales, marketing, services, customers and prospects to better understand market needs and user requirements. These product teams utilize a well-defined software development methodology that we believe enables us to deliver products that satisfy real business needs for the global market while also meeting commercial quality expectations.
When appropriate, we also utilize third parties to expand the capacity and technical expertise of our internal research and development team. On occasion, we have licensed third-party technology. We believe this approach shortens time-to-market without compromising competitive position or product quality, and we plan to continue to draw on third-party resources as needed in the future. Our research and development expenditures were $46.3 million in 2001, $26.5 million in 2000 and $11.8 million in 1999.
Sales, Marketing and Distribution
We market and sell software and services through a direct sales force in the United States as well as Belgium, Canada, France, Germany, the Netherlands, Switzerland and the United Kingdom, and also through distributors in various regions around the world. As of December 31, 2001, we employed 311 people in our sales and marketing organization worldwide.
Marketing programs are focused on creating awareness as well as lead generation and customer references for our products. These programs are targeted at key executives such as chief executive officers, chief information officers, other information technology managers and vice presidents of specific functional areas, such as marketing, sales, service, finance, human resources, manufacturing, distribution and procurement. Our marketing personnel engage in a variety of activities, including positioning our software products
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and services, conducting public relations programs, establishing and maintaining relationships with industry analysts, producing product collateral and generating qualified sales leads.
Our sales process consists of several phases: lead generation, opportunity qualification, needs assessment, product demonstration, proposal generation and contract negotiation. Although the typical sales cycle requires 120 days, some sales cycles in the past have lasted substantially longer, particularly the sales cycle for our analytic application products. In a number of instances, our relationships with systems integrators and other strategic partners have reduced sales cycles by generating qualified sales leads, making initial customer contacts and assessing needs prior to our introduction to the customer. Also, partners have assisted in the creation of presentations and demonstrations, which we believe enhances our overall value proposition and competitive position.
We distribute our products through systems integrators and resellers in the United States and through systems integrators, resellers and distributors internationally. Systems integrators typically have expertise in vertical or functional markets. They resell our products, bundling them in most cases with their broader service offerings. In other cases, they influence direct sales of our products. Distributors sublicense our products and provide service and support within their territories.
Intellectual Property and Other Proprietary Rights
Our success depends upon our proprietary technology. We rely on a combination of patent, copyright, trademark and trade secret rights, confidentiality procedures and licensing arrangements to establish and protect our proprietary rights. As part of our confidentiality procedures, we generally enter into non-disclosure agreements with our employees, distributors and corporate partners and into license agreements with respect to our software, documentation and other proprietary information. In addition, we have five patents granted in the U.S., fourteen patent applications pending in the U.S., and nine international patent applications pending.
Competition
The market for our products is highly competitive, quickly evolving and subject to rapidly changing technology. We compete principally against providers of decision support, data warehousing and analytic application software. Such competitors include Acta Technology, Inc., Ascential Software, Brio Technology, Inc., Business Objects S.A., Cognos Inc., E.piphany, Inc., MicroStrategy, Inc., and Sagent Technology, Inc. In addition, we compete or may compete against database vendors and enterprise applications vendors that currently offer, or may develop, products with functionalities that compete with our products. Such potential competitors include IBM Corporation, Microsoft Corporation, Oracle Corporation, PeopleSoft, SAP and Siebel Systems.
Many of our competitors or potential competitors have longer operating histories, substantially greater financial, technical, marketing or other resources, or greater name recognition than we do. Our competitors may be able to respond more quickly than we can to new or emerging technologies and changes in customer requirements. Competition could seriously impede our ability to sell additional products and services on terms favorable to us. Our current and potential competitors may develop and market new technologies that render our existing or future products obsolete, unmarketable or less competitive. If our competitors develop similar or superior functionality, we may have difficulty competing more substantially on the basis of price. Our current and potential competitors may make strategic acquisitions or establish cooperative relationships among themselves or with other solution providers, thereby increasing the ability of their products to address the needs of our prospective customers. Our current and potential competitors may establish or strengthen cooperative relationships with our current or future channel or strategic partners, thereby limiting our ability to sell products through these channels. Competitive pressures could reduce our market share or require us to reduce our prices, either of which could materially and adversely affect our business, results of operations or financial condition.
We currently compete more on the basis of our products functionality than on the basis of price. Additionally, we compete on the basis of certain factors, including:
| | product performance | | product reliability | | customer support | ||||||
| | product features | | analytic capabilities | | product pricing | ||||||
| | user scalability | | open architecture | ||||||||
| | ease of use | | time-to-market |
We believe that we currently compete favorably with respect to the above factors. See Risk Factors The market in which we sell products is highly competitive.
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Employees
As of December 31, 2001, we had a total of 838 employees, including 215 people in research and development, 311 people in sales and marketing, 208 people in consulting, customer support and training and 104 people in general and administrative services. None of our employees is represented by a labor union. We have not experienced any work stoppages, and we consider employee relations to be good.
Item 2. Properties
Our headquarters are located in two buildings at the newly constructed Pacific Shores Center in Redwood City, California. These buildings comprise 290,300 square feet of office space and are leased through July 2013. We also lease 6,500 square feet of office space for sales activities in New York, New York through February 2010 and 25,000 square feet of office space for sales, professional services and product development activities in Carrollton, Texas through January 2006. We occupy approximately 10,000 square feet of office space in Maidenhead, United Kingdom for our European headquarters leased through May 2010. We also lease other office space in the United States and other various countries under operating leases.
We leased 30,000 square feet in Palo Alto, California under a lease that expires in July 2007. We also subleased 13,800 square feet in Palo Alto, California under a sublease that expires in April 2002. In San Francisco, California we leased approximately 19,193 square feet under a lease that expires in March 2007. We are attempting to sublease all of these surplus properties for the remaining lease terms.
Item 3. Legal Proceedings
On November 8, 2001, a putative securities class action, captioned Neuman v. Informatica Corporation et al., Civil Action No. 01-CV-9922, was filed against us, certain company officers and directors (the individual defendants), and six underwriters of our initial public offering of common stock (IPO) on April 28, 1999 and our follow-on offering of common stock on September 27, 2000, in the United States District Court for the Southern District of New York. The complaint alleges violations of Section 11 of the Securities Act of 1933 (Securities Act) against all defendants, a violation of Section 15 of the Securities Act against the individual defendants, and violations of Section 12(a)(2) of the Securities Act and Section 10(b) of the Securities Exchange Act (and Rule 10b-5, promulgated thereunder) against the underwriters. The complaint seeks unspecified damages on behalf of a purported class of purchasers of common stock between April 28, 1999 and December 6, 2000 (the class period), on the grounds that the prospectus(es) incorporated in the registration statement(s) for one or both offerings failed to disclose, among other things, that (i) the underwriters had solicited and received excessive and undisclosed commissions from certain investors in exchange for which the underwriters allocated to those investors material portions of the shares of the common stock we sold in the offering(s), and (ii) the underwriters agreed to allocate shares of the common stock we sold in the offering(s) to those customers in exchange for which the customers agreed to purchase additional shares of our common stock in the aftermarket at pre-determined prices. No specific damages are claimed.
We are aware that similar allegations have been made in lawsuits relating to more than 300 other initial public offerings conducted in 1999 and 2000. Those cases have been consolidated for pretrial purposes before the Honorable Judge Shira A. Scheindlin. Defendants time to respond to the complaints has been stayed pending a plan for further coordination. We believe that we have meritorious defenses to the claims against us, and we intend to defend ourselves vigorously.
We are also subject to other various legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business. While the outcome of these claims cannot be predicted with certainty, we believe the claims are without merit and intend to defend the actions vigorously. However, an unfavorable outcome could have a material adverse effect on our operating results and financial condition.
Item 4. Submission of Matters to a Vote of Security Holders
Not Applicable.
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Executive Officers of the Registrant
The following table sets forth certain information concerning our executive officers as of March 1, 2002:
| Name | Age | Position(s) | ||||
| Gaurav S. Dhillon | 36 | Chief Executive Officer, Secretary and Director | ||||
| Diaz H. Nesamoney | 36 | President, Chief Operating Officer and Director | ||||
| Kyle L. Bowker | 42 | Executive Vice President, Worldwide Field Operations | ||||
| Earl E. Fry | 43 | Chief Financial Officer and Senior Vice President | ||||
| Barton S. Foster | 37 | Senior Vice President, Worldwide Marketing | ||||
Our executive officers are appointed by, and serve at the discretion of, the Board of Directors. Each executive officer is a full-time employee. There is no family relationship between any of our executive officers or directors.
Mr. Dhillon is one of our co-founders and has been our Chief Executive Officer, Secretary and a member of our Board of Directors since our inception. Prior to co-founding Informatica in February 1993, Mr. Dhillon was employed by Sterling Software, a software company, from December 1991 to November 1992, where his last position was Project Manager. Prior to that, he was a Systems Architect with Unisys Corporation. Mr. Dhillon holds a B.S.E.E. from Punjab University, India.
Mr. Nesamoney is one of our co-founders and has been a member of our Board of Directors and an officer since our inception. He is currently our President and Chief Operating Officer. Prior to co-founding Informatica in February 1993, Mr. Nesamoney was employed by Unisys Corporation from May 1988 to February 1993, where his last position was Development Manager. Mr. Nesamoney holds an M.S.C.S. degree from Birla Institute of Technology and Science, India.
Mr. Bowker joined us in August 2001 as Executive Vice President, Worldwide Field Operations. Mr. Bowker previously served as senior vice president and general manager for SAP Americas manufacturing sector. Mr. Bowker served SAP America for eight years in various management and engineering positions. Previously, he served as a technology and management consultant with a number of organizations, including Oracle Corp., Dun & Bradstreet Software and Management Science, America. He holds a B.B.A. degree in Business Administration from Southern Methodist University and an M.B.A. from the University of Texas.
Mr. Fry has been our Chief Financial Officer and Senior Vice President since December 1999. From November 1995 to December 1999, Mr. Fry was Vice President and Chief Financial Officer at Omnicell Technologies, Inc. From July 1994 to November 1995, he was Vice President and Chief Financial Officer at C*ATS Software, Inc. Mr. Fry holds a B.B.A. degree in Accounting from the University of Hawaii and an M.B.A. degree in Finance and Marketing from Stanford University.
Mr. Foster has been our Senior Vice President, Worldwide Marketing since June 2000. Prior to joining us, Mr. Foster held various management positions at CrossWorlds Software, including Senior Vice President, Marketing and Business Development from June 1998 to June 2000. Prior to CrossWorlds, Mr. Foster served as Executive Vice President, Sales and Marketing at Connect, Inc. from March 1996 to June 1998. From November 1993 to March 1996, Mr. Foster held various management positions at Oracle Corporation, including Vice President, Applications and Industry Marketing. Mr. Foster holds a B.A. degree from Stanford University and an M.B.A. degree from Harvard University.
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PART II
Item 5. Market for Registrants Common Equity and Related Stockholder Matters
Price Range of Common Stock
Our common stock is listed on the Nasdaq National Market under the symbol INFA. Our initial public offering was April 29, 1999 at $4.00 per share. The price range per share in the table below reflects the highest and lowest sale prices for our stock as reported by the NASDAQ stock market during the last two fiscal years. This information has been restated to reflect two-for-one stocks splits that were effected in the form of stock dividends to each stockholder of record as of February 18, 2000 and November 29, 2000.
| High | Low | ||||||||
2000: |
|||||||||
First Quarter |
$ | 50.32 | $ | 21.00 | |||||
Second Quarter |
$ | 40.97 | $ | 17.19 | |||||
Third Quarter |
$ | 52.10 | $ | 35.53 | |||||
Fourth Quarter |
$ | 57.44 | $ | 34.94 | |||||
2001: |
|||||||||
First Quarter |
$ | 36.50 | $ | 13.31 | |||||
Second Quarter |
$ | 28.68 | $ | 12.13 | |||||
Third Quarter |
$ | 16.30 | $ | 3.95 | |||||
Fourth Quarter |
$ | 15.00 | $ | 3.62 | |||||
Holders of Common Stock
As of December 31, 2001, there were approximately 235 stockholders of record of our common stock, and the closing price per share of our common stock was $14.51. Because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.
Dividends
We have never declared or paid cash dividends on our common stock. Since we currently intend to retain all future earnings to finance future growth, we do not anticipate paying any cash dividends in the near future.
12
Item 6. Selected Consolidated Financial Data
| Year Ended December 31, | |||||||||||||||||||||||
| 2001 | 2000 | 1999 | 1998 | 1997 | |||||||||||||||||||
| (in thousands, except per share data) | |||||||||||||||||||||||
Consolidated Statements of Operations Data(1): |
|||||||||||||||||||||||
Revenues: |
|||||||||||||||||||||||
License |
$ | 119,937 | $ | 101,649 | $ | 41,184 | $ | 21,582 | $ | 10,242 | |||||||||||||
Service |
77,415 | 52,409 | 21,195 | 8,764 | 2,499 | ||||||||||||||||||
Total revenues |
197,352 | 154,058 | 62,379 | 30,346 | 12,741 | ||||||||||||||||||
Cost of revenues: |
|||||||||||||||||||||||
License |
4,500 | 2,034 | 686 | 376 | 190 | ||||||||||||||||||
Service |
39,746 | 28,465 | 10,310 | 5,013 | 2,392 | ||||||||||||||||||
Total cost of revenues |
44,246 | 30,499 | 10,996 | 5,389 | 2,582 | ||||||||||||||||||
Gross profit |
153,106 | 123,559 | 51,383 | 24,957 | 10,159 | ||||||||||||||||||
Operating expenses: |
|||||||||||||||||||||||
Research and development |
46,271 | 26,493 | 11,843 | 8,385 | 4,747 | ||||||||||||||||||
Sales and marketing |
99,334 | 75,034 | 33,613 | 22,733 | 11,219 | ||||||||||||||||||
General and administrative |
19,629 | 11,726 | 5,012 | 3,132 | 2,408 | ||||||||||||||||||
Merger-related costs |
| | 2,082 | | | ||||||||||||||||||
Amortization of stock-based compensation |
1,036 | 1,514 | 742 | 98 | 2 | ||||||||||||||||||
Amortization of goodwill and other intangible assets |
27,376 | 14,163 | | | | ||||||||||||||||||
Purchased in-process research and development |
| 8,648 | &nbs | ||||||||||||||||||||