SECURITIES AND EXCHANGE COMMISSION
Form 10-Q
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(Mark One)
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| For the quarterly period ended September 30, 2002 | ||
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| Commission File Number 0-25871 | ||
Informatica Corporation
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Delaware
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77-0333710 | |
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(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
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2100 Seaport Blvd, Redwood City, California |
94063 |
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| (Address of principal executive offices) | (Zip Code) | |
Registrants Telephone Number, Including Area Code:
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 þ No o
As of October 31, 2002, there were 81,025,830 shares of the registrants Common Stock outstanding.
INFORMATICA CORPORATION
FORM 10-Q
TABLE OF CONTENTS
| Page | ||||||
| PART I. FINANCIAL INFORMATION | ||||||
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Item 1.
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Condensed Consolidated Financial Statements | 2 | ||||
| Condensed Consolidated Balance Sheets as of September 30, 2002 and December 31, 2001. | 2 | |||||
| Condensed Consolidated Statements of Operations Three and Nine Months Ended September 30, 2002 and 2001. | 3 | |||||
| Condensed Consolidated Statements of Cash Flows Nine Months Ended September 30, 2002 and 2001 | 4 | |||||
| Notes to Condensed Consolidated Financial Statements | 5 | |||||
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Item 2.
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Managements Discussion and Analysis of Financial Condition and Results of Operations | 13 | ||||
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk | 34 | ||||
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Item 4.
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Controls and Disclosures | 35 | ||||
| PART II. OTHER INFORMATION | ||||||
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Item 1.
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Legal Proceedings | 35 | ||||
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Item 6.
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Exhibits and Reports on Form 8-K | 36 | ||||
| Signature | 37 | |||||
| Certifications | 38 | |||||
1
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
| September 30, | December 31, | |||||||||
| 2002 | 2001 | |||||||||
| (Unaudited) | ||||||||||
| (In thousands) | ||||||||||
| ASSETS | ||||||||||
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Current assets:
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Cash and cash equivalents
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$ | 82,002 | $ | 131,264 | ||||||
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Short-term investments
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143,687 | 77,955 | ||||||||
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Accounts receivable, net of allowances of $1,659
and $2,295, respectively
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30,173 | 29,131 | ||||||||
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Prepaid expenses and other current assets
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6,342 | 7,061 | ||||||||
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Total current assets
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262,204 | 245,411 | ||||||||
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Restricted cash
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12,166 | 12,166 | ||||||||
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Property and equipment, net
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49,036 | 53,180 | ||||||||
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Goodwill
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29,564 | 29,564 | ||||||||
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Intangible assets, net
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802 | 1,657 | ||||||||
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Other assets
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379 | 925 | ||||||||
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Total assets
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$ | 354,151 | $ | 342,903 | ||||||
| LIABILITIES AND STOCKHOLDERS EQUITY | ||||||||||
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Current liabilities:
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Accounts payable
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$ | 1,543 | $ | 2,934 | ||||||
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Accrued liabilities
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21,646 | 14,953 | ||||||||
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Accrued compensation and related expenses
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11,771 | 15,848 | ||||||||
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Income taxes payable
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2,477 | 2,874 | ||||||||
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Restructuring charges
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4,980 | 4,136 | ||||||||
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Deferred revenue
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43,791 | 36,554 | ||||||||
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Total current liabilities
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86,208 | 77,299 | ||||||||
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Restructuring charges, less current portion
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16,104 | 5,196 | ||||||||
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Stockholders equity
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251,839 | 260,408 | ||||||||
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Total liabilities and stockholders equity
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$ | 354,151 | $ | 342,903 | ||||||
See notes to condensed consolidated financial statements.
2
INFORMATICA CORPORATION
| Three Months | Nine Months | |||||||||||||||||
| Ended | Ended | |||||||||||||||||
| September 30, | September 30, | |||||||||||||||||
| 2002 | 2001 | 2002 | 2001 | |||||||||||||||
| (Unaudited) | ||||||||||||||||||
| (In thousands, except per share data) | ||||||||||||||||||
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Revenues:
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License
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$ | 22,270 | $ | 27,171 | $ | 75,176 | $ | 90,755 | ||||||||||
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Service
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25,375 | 19,922 | 70,142 | 59,060 | ||||||||||||||
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Total revenues
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47,645 | 47,093 | 145,318 | 149,815 | ||||||||||||||
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Cost of revenues:
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License
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1,377 | 1,412 | 4,483 | 2,636 | ||||||||||||||
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Service
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9,764 | 10,713 | 29,362 | 32,341 | ||||||||||||||
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Total cost of revenues
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11,141 | 12,125 | 33,845 | 34,977 | ||||||||||||||
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Gross profit
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36,504 | 34,968 | 111,473 | 114,838 | ||||||||||||||
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Operating expenses:
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Research and development
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11,278 | 13,224 | 34,884 | 35,099 | ||||||||||||||
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Sales and marketing
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20,981 | 26,191 | 64,851 | 74,247 | ||||||||||||||
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General and administrative
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5,270 | 5,507 | 15,093 | 14,453 | ||||||||||||||
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Amortization of stock-based compensation
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52 | 277 | 190 | 949 | ||||||||||||||
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Amortization of goodwill and intangible assets
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285 | 6,994 | 855 | 20,383 | ||||||||||||||
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Restructuring charges
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17,030 | 12,096 | 17,030 | 12,096 | ||||||||||||||
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Total operating expenses
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54,896 | 64,289 | 132,903 | 157,227 | ||||||||||||||
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Loss from operations
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(18,392 | ) | (29,321 | ) | (21,430 | ) | (42,389 | ) | ||||||||||
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Interest income and other, net
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1,176 | 2,338 | 4,655 | 7,255 | ||||||||||||||
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Loss before income taxes
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(17,216 | ) | (26,983 | ) | (16,775 | ) | (35,134 | ) | ||||||||||
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Income tax provision
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64 | | 325 | 1,304 | ||||||||||||||
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Net loss
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$ | (17,280 | ) | $ | (26,983 | ) | $ | (17,100 | ) | $ | (36,438 | ) | ||||||
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Net loss per share:
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Basic and diluted
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$ | (0.22 | ) | $ | (0.35 | ) | $ | (0.21 | ) | $ | (0.47 | ) | ||||||
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Weighted average shares used in calculation of
net loss per share:
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Basic and diluted
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79,999 | 78,038 | 79,659 | 77,330 | ||||||||||||||
See notes to condensed consolidated financial statements.
3
INFORMATICA CORPORATION
| Nine Months | |||||||||||
| Ended | |||||||||||
| September 30, | |||||||||||
| 2002 | 2001 | ||||||||||
| (Unaudited) | |||||||||||
| (In thousands) | |||||||||||
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Operating activities
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Net loss
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$ | (17,100 | ) | $ | (36,438 | ) | |||||
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Adjustments to reconcile net loss to net cash
provided by operating activities:
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Depreciation and amortization
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7,265 | 3,353 | |||||||||
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Provision for doubtful accounts
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1,008 | 298 | |||||||||
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Amortization of stock-based compensation
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190 | 949 | |||||||||
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Amortization of goodwill and intangible assets
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855 | 20,383 | |||||||||
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Non-cash restructuring charges
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1,887 | 1,497 | |||||||||
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Gain on the sale of investments
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(154 | ) | | ||||||||
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Loss on disposal of property and equipment
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357 | | |||||||||
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Other
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181 | | |||||||||
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Changes in operating assets and liabilities:
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Accounts receivable
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(2,050 | ) | 2,258 | ||||||||
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Prepaid expenses and other current assets
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719 | (2,735 | ) | ||||||||
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Other assets
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546 | (20 | ) | ||||||||
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Accounts payable
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(1,391 | ) | 1,246 | ||||||||
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Accrued liabilities
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6,693 | (2,024 | ) | ||||||||
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Accrued compensation and related expenses
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(4,077 | ) | 1,568 | ||||||||
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Income taxes payable
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(397 | ) | (91 | ) | |||||||
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Restructuring charges
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11,752 | 10,599 | |||||||||
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Deferred revenue
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7,237 | 7,535 | |||||||||
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Net cash provided by operating activities
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13,521 | 8,378 | |||||||||
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Investing activities
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Purchases of property and equipment, net
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(5,365 | ) | (22,898 | ) | |||||||
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Purchases of investments
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(218,350 | ) | (242,385 | ) | |||||||
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Sales and maturities of investments
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153,013 | 166,350 | |||||||||
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Acquisitions, net of cash acquired
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| (13,737 | ) | ||||||||
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Transfer from restricted cash
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| 8,116 | |||||||||
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Net cash used in investing activities
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(70,702 | ) | (104,554 | ) | |||||||
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Financing activities
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Proceeds from issuance of common stock, net of
payments for repurchases
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7,531 | 10,544 | |||||||||
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Payments on capital lease obligations
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| (83 | ) | ||||||||
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Net cash provided by financing activities
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7,531 | 10,461 | |||||||||
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Effect of foreign currency translation
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388 | 160 | |||||||||
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Decrease in cash and cash equivalents
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(49,262 | ) | (85,555 | ) | |||||||
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Cash and cash equivalents at beginning of period
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131,264 | 217,713 | |||||||||
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Cash and cash equivalents at end of period
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$ | 82,002 | $ | 132,158 | |||||||
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Supplemental disclosures:
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Income taxes paid
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$ | 954 | $ | 308 | |||||||
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Supplemental disclosures of noncash investing
and financing activities:
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Deferred stock-based compensation related to
common stock options granted
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$ | (4 | ) | $ | (219 | ) | |||||
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Deferred stock-based compensation reduction
related to common stock options cancelled
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$ | | $ | (1,862 | ) | ||||||
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Common stock issued in connection with
acquisitions
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$ | | $ | 2,359 | |||||||
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Unrealized gain on available-for-sale securities
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$ | 241 | $ | 596 | |||||||
See notes to condensed consolidated financial statements.
4
INFORMATICA CORPORATION
1. Basis of Presentation
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States. However, certain information or footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed, or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the statements include all adjustments necessary (which are of a normal and recurring nature) for the fair presentation of the results of the interim periods presented. All the amounts included in this report related to the financial statements as of September 30, 2002 and the three and nine months ended September 30, 2002 and 2001 are unaudited. The interim results presented are not necessarily indicative of results for any subsequent quarter, the year ended December 31, 2002 or any future period.
These unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended December 31, 2001 included in the Companys Annual Report on Form 10-K filed with the Securities and Exchange Commission in March 2002. The condensed consolidated balance sheet as of December 31, 2001 has been prepared from the audited 2001 consolidated financial statements of the Company.
Certain amounts in the Companys 2001 condensed consolidated balance sheets and statements of operations were reclassified to conform with the current period presentation. Reimbursements received for out-of-pocket expenses have been reported as service revenues as a result of the adoption of Financial Accounting Standards Board (FASB) Staff Announcement Topic No. D-103, Income Statement Characterization of Reimbursements Received for Out-of-Pocket Expenses Incurred (Topic D-103), which was subsequently incorporated in Emerging Issues Task Force No. 01-14 (EITF 01-14). In prior periods, the out-of-pocket expenses were reported as a reduction of cost of service revenues. As a result, the following amounts were reclassified for the three and nine months ended September 30, 2001 (in thousands):
| Three Months | Nine Months | |||||||
| Ended | Ended | |||||||
| September 30, | September 30, | |||||||
| 2001 | 2001 | |||||||
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Service revenues, as previously reported
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$ | 19,347 | $ | 56,949 | ||||
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Add: reimbursements for out-of-pocket expenses
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575 | 2,111 | ||||||
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Service revenues, reclassified
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$ | 19,922 | $ | 59,060 | ||||
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Cost of service revenues, as previously reported
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$ | 10,138 | $ | 30,230 | ||||
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Add: reimbursements for out-of-pocket expenses
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575 | 2,111 | ||||||
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Cost of service revenues, reclassified
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$ | 10,713 | $ | 32,341 | ||||
Long-term investments have been reclassified to short-term investments to conform to the current period presentation. In accordance with SFAS No. 115 Accounting for Certain Investments in Debt and Equity Securities, and based on the Companys intention to have the marketable securities available to support its current operations, the Company classifies all marketable securities as available-for-sale and as short-term investments.
Certain identifiable intangible assets with indefinite lives have been reclassified to goodwill to conform to the current period presentation.
5
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2. Revenue Recognition
The Company recognizes revenue in accordance with AICPA Statement of Position (SOP) 97-2, as amended by SOP 98-4, Software Revenue Recognition.
The Company generates revenues from sales of software licenses and services. The Companys license revenues are derived from its business analytic software, which consists of data integration, and to a lesser extent, analytic applications and analytic delivery products. The Company receives software license revenues from licensing its products directly to end users and indirectly through resellers, distributors and original equipment manufacturers (OEMs). Service revenues are derived from maintenance contracts and training and consulting services performed for customers that license the Companys products either directly from the Company or indirectly through resellers, distributors and OEMs.
License revenues are recognized when a noncancelable license agreement has been signed, the product has been shipped, the fees are fixed or determinable, collectibility is probable and vendor-specific objective evidence exists to allocate the total fee to elements of the arrangement. Vendor-specific objective evidence of fair value is based on the price charged when an element is sold separately. In the case of an element not yet sold separately, the price is established by the Companys authorized management. If an acceptance period is required, revenue is recognized upon customer acceptance or the expiration of the acceptance period. F