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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


Form 10-Q


     
(Mark One)
   
þ
  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31, 2003
 
or
 
o
  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)
     
Delaware
  77-0333710
(State or other jurisdiction of
incorporation or organization)
  (IRS Employer
Identification No.)
 
2100 Seaport Blvd.,
Redwood City, California
(Address of principal executive offices)
  94063
(Zip Code)

(650) 385-5000

(Registrant’s 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 (the “Exchange Act”) 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

      Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).     Yes þ          No o

      As of April 30, 2003, there were 80,291,248 shares of the registrant’s Common Stock outstanding.




TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEETS
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 6. Exhibits and Reports on Form 8-K
SIGNATURE
CERTIFICATIONS
EXHIBIT INDEX
EXHIBIT 99.1


Table of Contents

INFORMATICA CORPORATION

FORM 10-Q

For the Quarter Ended March 31, 2003

TABLE OF CONTENTS

             
Page

PART I.  FINANCIAL INFORMATION
Item 1.
  Condensed Consolidated Financial Statements     2  
    Condensed Consolidated Balance Sheets as of March 31, 2003 and December 31, 2002     2  
    Condensed Consolidated Statements of Operations — Three Months Ended March 31, 2003 and 2002     3  
    Condensed Consolidated Statements of Cash Flows — Three Months Ended March 31, 2003 and 2002     4  
    Notes to Condensed Consolidated Financial Statements     5  
Item 2.
  Management’s Discussion and Analysis of Financial Condition and Results of Operations     12  
    Risk Factors     22  
Item 3.
  Quantitative and Qualitative Disclosures About Market Risk     33  
Item 4.
  Controls and Procedures     34  
PART II.  OTHER INFORMATION
Item 1.
  Legal Proceedings     35  
Item 6.
  Exhibits and Reports on Form 8-K     36  
Signature     37  
Certifications     38  
Exhibit Index     41  

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Table of Contents

PART I.     FINANCIAL INFORMATION

Item 1.     Condensed Consolidated Financial Statements

INFORMATICA CORPORATION

 
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
                     
March 31, December 31,
2003 2002


(unaudited)
ASSETS
Current assets:
               
 
Cash and cash equivalents
  $ 122,875     $ 122,490  
 
Short-term investments
    115,572       113,385  
 
Accounts receivable, net of allowances of $1,217 and $1,349, respectively
    22,822       29,982  
 
Prepaid expenses and other current assets
    7,603       8,680  
     
     
 
   
Total current assets
    268,872       274,537  
Restricted cash
    12,166       12,166  
Property and equipment, net
    45,255       47,370  
Goodwill
    30,274       30,274  
Intangible assets, net
    232       517  
Other assets
    316       330  
     
     
 
   
Total assets
  $ 357,115     $ 365,194  
     
     
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
               
 
Accounts payable
  $ 1,562     $ 2,269  
 
Accrued liabilities
    23,772       24,384  
 
Accrued compensation and related expenses
    11,423       12,666  
 
Income taxes payable
    1,921       2,064  
 
Accrued restructuring charges
    4,828       4,812  
 
Deferred revenue
    51,287       51,702  
     
     
 
   
Total current liabilities
    94,793       97,897  
Accrued restructuring charges, less current portion
    13,685       14,894  
Commitments and contingencies
               
Stockholders’ equity
    248,637       252,403  
     
     
 
   
Total liabilities and stockholders’ equity
  $ 357,115     $ 365,194  
     
     
 

See notes to condensed consolidated financial statements.

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INFORMATICA CORPORATION

 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
                     
Three Months Ended
March 31,

2003 2002


Revenues:
               
 
License
  $ 23,581     $ 26,514  
 
Service
    24,967       22,013  
     
     
 
   
Total revenues
    48,548       48,527  
Cost of revenues:
               
 
License
    587       1,386  
 
Service
    9,237       9,871  
     
     
 
   
Total cost of revenues
    9,824       11,257  
     
     
 
Gross profit
    38,724       37,270  
Operating expenses:
               
 
Research and development
    11,340       11,911  
 
Sales and marketing
    21,140       21,760  
 
General and administrative
    5,396       4,797  
 
Amortization of stock-based compensation
    24       73  
 
Amortization of intangible assets
    285       285  
     
     
 
   
Total operating expenses
    38,185       38,826  
     
     
 
Income (loss) from operations
    539       (1,556 )
Interest income and other, net
    1,123       1,302  
     
     
 
Income (loss) before income taxes
    1,662       (254 )
Income tax provision
    493        
     
     
 
Net income (loss)
  $ 1,169     $ (254 )
     
     
 
Net income (loss) per share:
               
 
Basic and diluted
  $ 0.01     $ (0.00 )
     
     
 
Weighted shares used in calculation of net income (loss) per share:
               
 
Basic
    80,530       78,963  
     
     
 
 
Diluted
    83,159       78,963  
     
     
 

See notes to condensed consolidated financial statements.

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INFORMATICA CORPORATION

 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
                       
Three Months Ended
March 31,

2003 2002


Operating activities
               
Net income (loss)
  $ 1,169     $ (254 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
               
 
Depreciation and amortization
    2,927       2,265  
 
Provision for doubtful accounts
    96       96  
 
Amortization of stock-based compensation
    24       73  
 
Amortization of intangible assets
    285       285  
 
Gain on the sale of investments
    (18 )     (154 )
 
Loss on disposal of property and equipment
          13  
 
Changes in operating assets and liabilities:
               
   
Accounts receivable
    7,064       1,085  
   
Prepaid expenses and other current assets
    1,077       3,283  
   
Other assets
    14       203  
   
Accounts payable
    (707 )     (276 )
   
Accrued liabilities
    (612 )     951  
   
Accrued compensation and related expenses
    (1,243 )     (1,555 )
   
Income taxes payable
    (143 )     (297 )
   
Accrued restructuring charges
    (1,193 )     (1,370 )
   
Deferred revenue
    (415 )     2,877  
     
     
 
     
Net cash provided by operating activities
    8,325       7,225  
     
     
 
Investing activities
               
Purchase of property and equipment, net
    (812 )     (3,249 )
Purchases of investments
    (44,808 )     (71,122 )
Proceeds from the sales and maturities of investments
    42,590       41,709  
     
     
 
     
Net cash used in investing activities
    (3,030 )     (32,662 )
     
     
 
Financing activities
               
Proceeds from issuance of common stock, net of payments for repurchases
    2,697       3,290  
Repurchase and retirement of common stock
    (7,565 )      
     
     
 
     
Net cash provided (used) by financing activities
    (4,868 )     3,290  
     
     
 
Effect of foreign currency translation on cash and cash equivalents
    (42 )     (26 )
     
     
 
Increase (decrease) in cash and cash equivalents
    385       (22,173 )
Cash and cash equivalents at beginning of period
    122,490       131,264  
     
     
 
Cash and cash equivalents at end of period
  $ 122,875     $ 109,091  
     
     
 
Supplemental disclosures:
               
Income taxes paid
  $ 609     $ 421  
     
     
 
Supplemental disclosures of noncash investing and financing activities:
               
Unrealized loss on available-for-sale securities
  $ (49 )   $ (539 )
     
     
 

See notes to condensed consolidated financial statements.

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INFORMATICA CORPORATION

 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

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 and 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 (“SEC”). 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 March 31, 2003 and the three months ended March 31, 2003 and 2002 are unaudited. The interim results presented are not necessarily indicative of results for any subsequent interim period, the year ended December 31, 2003 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, 2002 included in the Company’s Annual Report on Form 10-K/A filed with the SEC. The condensed consolidated balance sheet as of December 31, 2002 has been derived from the audited consolidated financial statements of the Company.

2.     Revenue Recognition

      The Company generates revenues from sales of software licenses and services, which consist of maintenance, consulting and training. The Company’s license revenues are derived from its business analytics software, which consists of data integration products and, to a lesser extent, data warehouse modules, business intelligence platform and analytic application suites. The Company receives software license revenues from licensing its products directly to end users and indirectly through resellers, distributors and OEMs. The Company receives service revenues from maintenance contracts, consulting services and training that it performs for customers that license its products either directly from the Company or indirectly through resellers, distributors and OEMs.

      The Company recognizes revenue in accordance with AICPA Statement of Position (“SOP”) 97-2 (“SOP 97-2”), “Software Revenue Recognition,” as amended and modified by SOP 98-9, “Modification of SOP 97-2, Software Revenue Recognition, With Respect to Certain Transactions.” The Company recognizes license revenues 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 of fair value exists to allocate the fee to the undelivered elements of the arrangement. Vendor-specific objective evidence 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 Company’s authorized management. If an acceptance period is required, the Company recognizes revenue upon customer acceptance or the expiration of the acceptance period. Credit-worthiness and collectibility for end users are first assessed on a country level and then, for those customers in countries deemed to have sufficient timely payment history, customers are assessed based on payment history and credit profile. For the data integration products, data warehouse modules and business intelligence platform sold directly to end users, the Company recognizes revenue upon shipment when collectibility is probable. When a customer is not deemed credit-worthy, revenue is recognized upon cash receipt. For the Company’s analytic application suites, it recognizes both the license and maintenance revenue ratably over the maintenance period, generally one year. Support for the analytic application suites for the first year is never sold separately and in consideration of the complexities of the implementation the customer is entitled to receive support services that are different than the standard annual support services of the Company’s other products. The Company’s standard agreements do not contain product return rights.

      The Company also enters into reseller and distributor arrangements that typically provide for sublicense or end user license fees based on a percentage of list prices. Revenue arrangements with resellers and

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INFORMATICA CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

distributors require evidence of sell-through, that is, persuasive evidence that the products have been sold to an identified end user. For data integration products, data warehouse modules and business intelligence platform sold indirectly through the Company’s resellers and distributors, the Company recognizes revenue upon shipment and receipt of evidence of sell-through if the reseller or distributor has been deemed credit-worthy. Credit-worthiness and collectibility for resellers and distributors are first assessed on a country level and then, for those resellers and distributors in countries deemed to have sufficient timely payment history, resellers and distributors are assessed based on established credit history consisting of sales of at least one million dollars and with timely payment history, generally for the last twelve months. When resellers and distributors are not deemed credit-worthy, revenue is recognized upon cash receipt.

      The Company also enters into OEM arrangements that provide for license fees based on inclusion of the Company’s products in the OEMs products. These arrangements provide for fixed, irrevocable royalty payments. Credit-worthiness and collectibility for OEMs are first assessed on a country level and then, for those OEMs in countries deemed to have sufficient timely payment history, OEMs are assessed based on established credit history consisting of sales of at least one million dollars and with timely payment history, generally for the last twelve months. For credit-worthy OEMs, royalty payments are recognized when due. When OEMs are not deemed credit-worthy, revenue is recognized upon cash receipt.

      The Company recognizes maintenance revenues, which consist of fees for ongoing support and product updates, ratably over the term of the contract, typically one year. Consulting revenues are primarily related to implementation services and product enhancements performed on a time-and-materials basis or, on a very infrequent basis, a fixed fee arrangement under separate service arrangements related to the installation and implementation of our software products. Training revenues are generated from classes offered at the Company’s headquarters, sales offices and customer locations. Revenues from consulting and training services are recognized as the services are performed. When a contract includes both license and service elements, the license fee is recognized on delivery of the software or cash collections, provided services do not include significant customization or modification of the base product, and are not otherwise essential to the functionality of the software and the payment terms for licenses are not dependent on additional acceptance criteria.

      Deferred revenue includes deferred license, maintenance, consulting and training revenue. Deferred revenue amounts do not include items that are both deferred and unbilled. The Company’s practice is to net unpaid deferred items against the related receivables balances from those OEMs, specific resellers, distributors and specific international customers for which we defer revenue until payment is received.

3.     Intangible Assets

      Intangible assets consist of the following (in thousands):

                                                 
March 31, 2003 December 31, 2002


Gross Net Gross Net
Carrying Accumulated Tangible Carrying Accumulated Intangible
Amount Amortization Assets Amount Amortization Assets






Core technology
  $ 3,122     $ (2,931 )   $ 191     $ 3,122     $ (2,670 )   $ 452  
Patents
    297       (256 )     41       297       (232 )     65  
     
     
     
     
     
     
 
Total intangible assets
  $ 3,419     $ (3,187 )   $ 232     $ 3,419     $ (2,902 )   $ 517  
     
     
     
     
     
     
 

      Amortization expense of intangible assets was approximately $0.3 million for each of the three months ended March 31, 2003 and 2002. The expected amortization expense related to identifiable intangible assets is $0.5 million for the year ended December 31, 2003.

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INFORMATICA CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

4.     Stock-Based Compensation

      In accordance with Accounting Principles Board Opinion No. 25 (“APB 25”), “Accounting for Stock Issued to Employees,” the Company applies the intrinsic value method in accounting for employee stock options. Accordingly, the Company generally recognizes no compensation expense with respect to stock-based awards to employees. Pro forma information regarding net income (loss) and net income (loss) per share is required by Statement of Financial Accounting Standards (“SFAS”) No. 123 (“SFAS 123”), “Accounting for Stock-Based Compensation,” which also requires that the information be determined as if the Company had accounted for its employee stock options under the fair value method of SFAS 123 and SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure.” The fair value of these stock-based awards to employees was estimated using the Black-Scholes option valuation model.

      The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. The Black-Scholes model requires the input of highly subjective assumptions. Because the Company’s stock-based awards have characteristics significantly different from those in traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its stock-based awards.

      Had compensation cost for the Company’s stock-based compensation plans been determined using the fair value at the grant dates for awards under those plans calculated using the minimum value method of SFAS 123, the Company’s net income (loss) and basic and diluted net income (loss) per share would have been increased to the pro forma amounts indicated below (in thousands, except per share data):

                 
Three Months Ended
March 31,

2003 2002


Net income (loss), as reported
  $ 1,169     $ (254 )
Add: stock-based compensation expense included in reported net income (loss), net of related tax effects
    24       73  
Deduct: total stock-based compensation expense determined under fair value method for all awards, net of related tax effects
    (6,621 )     (14,459 )
     
     
 
Net income (loss), pro forma
  $ (5,428 )   $ (14,640 )
     
     
 
Basic and diluted net income (loss) per share, as reported
  $ (0.01 )   $ (0.00 )
     
     
 
Basic and diluted net income (loss) per share, pro forma
  $ (0.07 )   $ (0.19 )
     
     
 

      These pro forma amounts may not be representative of the effects on reported net income (loss) for future years as options vest over several years and additional awards are generally made each year.

5.     Net Income (Loss) Per Share

      Basic and diluted net income (loss) per share is presented in conformity with the SFAS No. 128, “Earnings Per Share,” for all periods presented. Basic net income (loss) per share is computed using the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution of securities by adding the dilutive effect of other common stock equivalents, including outstanding stock options using the treasury stock method, to the weighted average number of common shares outstanding during the period, if dilutive. Potentially dilutive securities have been excluded from the computation of diluted net loss per share for the three months ended March 31, 2002, as their inclusion would be antidilutive.

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INFORMATICA CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The calculation of basic and diluted net income (loss) per share is as follows (in thousands, except per share data):

                   
Three Months Ended
March 31,

2003 2002