UNITED STATES SECURITIES AND EXCHANGE COMMISSION
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 September 30, 2004 | ||
| 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
|
Delaware (State or other jurisdiction of incorporation or organization) |
77-0333710 (IRS Employer Identification No.) |
|
|
2100 Seaport Blvd. Redwood City, California (Address of principal executive offices) |
94063 (Zip Code) |
(650) 385-5000
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 October 29, 2004, there were 86,570,864 shares of the registrants Common Stock outstanding.
INFORMATICA CORPORATION
FORM 10-Q
TABLE OF CONTENTS
1
PART I. FINANCIAL INFORMATION
| Item 1. | Condensed Consolidated Financial Statements |
INFORMATICA CORPORATION
| September 30, | December 31, | |||||||||
| 2004 | 2003 | |||||||||
| (Unaudited) | ||||||||||
| (In thousands) | ||||||||||
| ASSETS | ||||||||||
|
Current assets:
|
||||||||||
|
Cash and cash equivalents
|
$ | 81,634 | $ | 82,903 | ||||||
|
Short-term investments
|
152,541 | 140,890 | ||||||||
|
Accounts receivable, net of allowances of $777
and $1,269, respectively
|
38,106 | 34,375 | ||||||||
|
Prepaid expenses and other current assets
|
6,510 | 5,124 | ||||||||
|
Total current assets
|
278,791 | 263,292 | ||||||||
|
Restricted cash
|
12,166 | 12,166 | ||||||||
|
Property and equipment, net
|
32,880 | 38,734 | ||||||||
|
Goodwill
|
82,003 | 82,186 | ||||||||
|
Intangible assets, net
|
3,452 | 5,325 | ||||||||
|
Other assets
|
1,374 | 1,105 | ||||||||
|
Total assets
|
$ | 410,666 | $ | 402,808 | ||||||
| LIABILITIES AND STOCKHOLDERS EQUITY | ||||||||||
|
Current liabilities:
|
||||||||||
|
Accounts payable
|
$ | 3,775 | $ | 4,458 | ||||||
|
Accrued liabilities
|
24,139 | 25,136 | ||||||||
|
Accrued compensation and related expenses
|
11,008 | 14,251 | ||||||||
|
Income taxes payable
|
1,565 | 1,983 | ||||||||
|
Accrued restructuring charges
|
4,106 | 4,624 | ||||||||
|
Accrued merger costs
|
261 | 543 | ||||||||
|
Deferred revenue
|
56,111 | 51,282 | ||||||||
|
Total current liabilities
|
100,965 | 102,277 | ||||||||
|
Accrued restructuring charges, less current
portion
|
17,460 | 10,543 | ||||||||
|
Accrued merger costs, less current portion
|
226 | 389 | ||||||||
|
Commitments and contingencies
|
| | ||||||||
|
Stockholders equity
|
292,015 | 289,599 | ||||||||
|
Total liabilities and stockholders equity
|
$ | 410,666 | $ | 402,808 | ||||||
See notes to condensed consolidated financial statements.
2
INFORMATICA CORPORATION
| Three Months Ended | Nine Months Ended | |||||||||||||||||
| September 30, | September 30, | |||||||||||||||||
| 2004 | 2003 | 2004 | 2003 | |||||||||||||||
| (In thousands, except per share data) | ||||||||||||||||||
| (Unaudited) | ||||||||||||||||||
|
Revenues:
|
||||||||||||||||||
|
License
|
$ | 22,024 | $ | 22,070 | $ | 70,234 | $ | 68,524 | ||||||||||
|
Service
|
30,404 | 28,535 | 89,401 | 81,121 | ||||||||||||||
|
Total revenues
|
52,428 | 50,605 | 159,635 | 149,645 | ||||||||||||||
|
Cost of revenues:
|
||||||||||||||||||
|
License
|
727 | 974 | 2,452 | 2,198 | ||||||||||||||
|
Service
|
10,399 | 9,745 | 30,145 | 28,661 | ||||||||||||||
|
Amortization of acquired technology
|
585 | 82 | 1,740 | 457 | ||||||||||||||
|
Total cost of revenues
|
11,711 | 10,801 | 34,337 | 31,316 | ||||||||||||||
|
Gross profit
|
40,717 | 39,804 | 125,298 | 118,329 | ||||||||||||||
|
Operating expenses:
|
||||||||||||||||||
|
Research and development
|
12,339 | 12,090 | 39,565 | 34,812 | ||||||||||||||
|
Sales and marketing
|
22,574 | 20,353 | 67,716 | 62,275 | ||||||||||||||
|
General and administrative
|
5,950 | 5,190 | 15,616 | 15,981 | ||||||||||||||
|
Amortization of intangible assets
|
47 | 17 | 150 | 67 | ||||||||||||||
|
Purchased in-process research and development
|
| 4,524 | | 4,524 | ||||||||||||||
|
Restructuring charge
|
9,673 | | 9,673 | | ||||||||||||||
|
Total operating expenses
|
50,583 | 42,174 | 132,720 | 117,659 | ||||||||||||||
|
Income (loss) from operations
|
(9,866 | ) | (2,370 | ) | (7,422 | ) | 670 | |||||||||||
|
Interest income and other, net
|
1,014 | 2,895 | 2,129 | 5,275 | ||||||||||||||
|
Income (loss) before income taxes
|
(8,852 | ) | 525 | (5,293 | ) | 5,945 | ||||||||||||
|
Income tax provision (benefit)
|
(267 | ) | 781 | 422 | 1,870 | |||||||||||||
|
Net income (loss)
|
$ | (8,585 | ) | $ | (256 | ) | $ | (5,715 | ) | $ | 4,075 | |||||||
|
Net income (loss) per share:
|
||||||||||||||||||
|
Basic and diluted
|
$ | (0.10 | ) | $ | (0.00 | ) | $ | (0.07 | ) | $ | 0.05 | |||||||
|
Weighted shares used in calculation of net income
(loss) per share:
|
||||||||||||||||||
|
Basic
|
86,002 | 80,380 | 85,566 | 80,381 | ||||||||||||||
|
Diluted
|
86,002 | 80,380 | 85,566 | 83,097 | ||||||||||||||
See notes to condensed consolidated financial statements.
3
INFORMATICA CORPORATION
| Nine Months Ended | |||||||||||
| September 30, | |||||||||||
| 2004 | 2003 | ||||||||||
| (In thousands) | |||||||||||
| (Unaudited) | |||||||||||
|
Operating activities
|
|||||||||||
|
Net income (loss)
|
$ | (5,715 | ) | $ | 4,075 | ||||||
|
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
|
|||||||||||
|
Depreciation and amortization
|
7,468 | 8,406 | |||||||||
|
Provision for doubtful accounts and sales returns
|
(126 | ) | 177 | ||||||||
|
Stock-based compensation
|
3,105 | 65 | |||||||||
|
Amortization of intangible assets and acquired
technology
|
1,890 | 524 | |||||||||
|
Purchased in-process research and development
|
| 4,524 | |||||||||
|
Other
|
19 | (41 | ) | ||||||||
|
Changes in operating assets and liabilities:
|
|||||||||||
|
Accounts receivable
|
(3,605 | ) | 4,109 | ||||||||
|
Prepaid expenses and other current assets
|
(1,213 | ) | 4,509 | ||||||||
|
Other assets
|
(269 | ) | 1,001 | ||||||||
|
Accounts payable
|
(683 | ) | (18 | ) | |||||||
|
Accrued liabilities
|
(997 | ) | 856 | ||||||||
|
Accrued compensation and related expenses
|
(3,243 | ) | (538 | ) | |||||||
|
Income taxes payable
|
(418 | ) | (258 | ) | |||||||
|
Accrued restructuring charges
|
6,399 | (3,414 | ) | ||||||||
|
Accrued merger charges
|
(232 | ) | | ||||||||
|
Deferred revenue
|
4,799 | (4,484 | ) | ||||||||
|
Net cash provided by operating activities
|
7,179 | 19,493 | |||||||||
|
Investing activities
|
|||||||||||
|
Purchase of property and equipment, net
|
(2,067 | ) | (1,758 | ) | |||||||
|
Purchases of investments
|
(150,397 | ) | (155,620 | ) | |||||||
|
Sales and maturities of investments
|
138,232 | 147,889 | |||||||||
|
Acquisitions, net of cash acquired
|
| (30,279 | ) | ||||||||
|
Net cash used in investing activities
|
(14,232 | ) | (39,768 | ) | |||||||
|
Financing activities
|
|||||||||||
|
Proceeds from issuances of common stock
|
11,730 | 6,532 | |||||||||
|
Repurchases and retirement of common stock
|
(6,118 | ) | (11,448 | ) | |||||||
|
Net cash provided by (used in) financing
activities
|
5,612 | (4,916 | ) | ||||||||
|
Effect of foreign currency translation on cash
and cash equivalents
|
172 | 315 | |||||||||
|
Decrease in cash and cash equivalents
|
(1,269 | ) | (24,876 | ) | |||||||
|
Cash and cash equivalents at beginning of period
|
82,903 | 105,590 | |||||||||
|
Cash and cash equivalents at end of period
|
$ | 81,634 | $ | 80,714 | |||||||
|
Supplemental disclosures:
|
|||||||||||
|
Income taxes paid
|
$ | 188 | $ | 2,063 | |||||||
|
Supplemental disclosures of noncash investing
and financing activities:
|
|||||||||||
|
Unrealized gain (loss) on available-for-sale
securities
|
$ | (514 | ) | $ | (562 | ) | |||||
See notes to condensed consolidated financial statements.
4
INFORMATICA CORPORATION
| 1. | Basis of Presentation |
The accompanying condensed consolidated financial statements of Informatica Corporation (the Company) 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 financial 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 of the amounts included in this report related to the condensed consolidated financial statements and notes thereto as of and for the three and nine months ended September 30, 2004 and 2003 are unaudited. The interim results presented are not necessarily indicative of results for any subsequent interim period, the year ended December 31, 2004 or any future period.
Approximately $62.9 million in municipal securities have been reclassified from cash and cash equivalents to short-term investments at September 30, 2003 to conform to the current year presentation.
For the three and nine months ended September 30, 2003, previously reported license revenues decreased by $0.7 million and $2.0 million and service revenues increased by $0.6 million and $1.9 million, respectively, due to an error in the allocation of revenues between license and service components in accordance with Statement of Position 98-9, Modification of SOP 97-2, Software Revenue Recognition, with Respect to Certain Transactions (SOP 98-9). The error was corrected in the fourth quarter of 2003. There was an immaterial difference in net income (loss) and no difference in net income (loss) per share from amounts previously reported. The Company did not amend any of its periodic reports previously filed with the SEC. However, the previously reported 2003 quarterly results have been adjusted in this Form 10-Q to reflect the impact of the error.
Amortization of acquired technology has been reclassified to cost of revenues for the three and nine months ended September 30, 2003 from amortization of other intangible assets.
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, 2003 included in the Companys Annual Report on Form 10-K filed with the SEC. The condensed consolidated balance sheet as of December 31, 2003 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 Companys license revenues are derived from its data integration and business intelligence software and are also derived from analytic application suites and data warehouse modules, which the Company ceased selling directly in July 2003. 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 SOP 97-2 (SOP 97-2) Software Revenue Recognition, as amended and modified by SOP 98-9. The Company recognizes license revenues when a noncancelable license agreement has been signed, the product has been shipped or the Company has provided the customer with the access codes that allow for immediate possession of the software, the fees are fixed or determinable, collectibility is probable and vendor-specific objective evidence of fair value (VSOE) exists to allocate a portion of the fee to the undelivered elements of the arrangement. VSOE is based on the price
5
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
charged when an element is sold separately. In the case of an element not yet sold separately, the price, which does not change before the element is made generally available, is established by authorized management. If an acceptance period is required, the Company recognizes revenue upon customer acceptance or the expiration of the acceptance period if all other revenue recognition criteria under SOP 97-2 have been satisfied. 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. When a customer is not deemed credit-worthy, revenue is recognized upon cash receipt, after all other revenue recognition criteria have been satisfied. 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 and after all other revenue recognition criteria have been satisfied. The Company ceased selling date warehouse modules in July 2003. For the Companys analytic application suites, which the Company ceased selling directly in July 2003, it recognizes both the license and maintenance revenue ratably over the initial maintenance period, generally one year, since the Company does not have VSOE of maintenance for its analytic application suites.
The Company 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 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 products sold indirectly through the Companys 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 $1.0 million and with timely payment history, generally for the last 12 months. When resellers and distributors are not deemed credit-worthy, revenue is recognized upon cash receipt; for both cases, revenue is recognized after all other revenue recognition criteria have been satisfied. The Companys standard agreements do not contain product return rights.
The Company also enters into OEM arrangements that provide for license fees based on inclusion of the Companys 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 $1.0 million and with timely payment history, generally for the last 12 months. For credit-worthy OEMs, royalty payments are recognized based on the activity in the royalty report the Company receives from the OEM, or in the case of OEMs with fixed royalty payments, revenue is recognized when the related payment is due. When OEMs are not deemed credit-worthy, revenue is recognized upon cash receipt, after all other revenue recognition criteria have been satisfied.
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 the Companys software products. Education revenues are generated from classes offered at the Companys headquarters, sales offices and customer locations. Revenues from consulting and education 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.
6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Deferred revenue includes deferred license, maintenance, consulting and education revenue. The Companys practice is to net unpaid deferred items against the related receivables balances from those OEMs, specific resellers, distributors and specific international customers for which the Company defers revenue until payment is received.
| 3. | Intangible Assets |
Intangible assets consist of the following (in thousands):
| September 30, 2004 | December 31, 2003 | |||||||||||||||||||||||