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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 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

(Exact name of registrant as specified in its charter)
     
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

(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 October 29, 2004, there were 86,570,864 shares of the registrant’s Common Stock outstanding.




INFORMATICA CORPORATION

FORM 10-Q

For the Quarter Ended September 30, 2004

TABLE OF CONTENTS

                 
Page

 PART I.  FINANCIAL INFORMATION
 Item 1.    Condensed Consolidated Financial Statements     2  
         Condensed Consolidated Balance Sheets as of September 30, 2004 and December 31, 2003     2  
         Condensed Consolidated Statements of Operations — Three and Nine Months Ended September 30, 2004 and 2003     3  
         Condensed Consolidated Statements of Cash Flows — Nine Months Ended September 30, 2004 and 2003     4  
         Notes to Condensed Consolidated Financial Statements     5  
 Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations     15  
         Risk Factors     30  
 Item 3.    Quantitative and Qualitative Disclosures About Market Risk     41  
 Item 4.    Controls and Procedures     42  
 
 PART II.  OTHER INFORMATION
 Item 1.    Legal Proceedings     43  
 Item 4.    Submission of Matters to a Vote of Security Holders     44  
 Item 6.    Exhibits and Reports on Form 8-K     44  
 Signature     45  
 Exhibit Index        
 EXHIBIT 10.27
 EXHIBIT 31.1
 EXHIBIT 31.2
 EXHIBIT 32.1

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Table of Contents

PART I. FINANCIAL INFORMATION

 
Item 1. Condensed Consolidated Financial Statements

INFORMATICA CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS
                     
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.

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INFORMATICA CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                     
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.

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INFORMATICA CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                       
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.

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INFORMATICA CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
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 Company’s 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 Company’s 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

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INFORMATICA CORPORATION

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 Company’s 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 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 $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 Company’s 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 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 $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 Company’s software products. Education revenues are generated from classes offered at the Company’s 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.

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INFORMATICA CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS —  (Continued)

      Deferred revenue includes deferred license, maintenance, consulting and education revenue. 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 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