Attached files
file | filename |
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EX-99.2 - EX-99.2 - INFORMATICA CORP | f55468exv99w2.htm |
EX-99.3 - EX-99.3 - INFORMATICA CORP | f55468exv99w3.htm |
EX-23.1 - EX-23.1 - INFORMATICA CORP | f55468exv23w1.htm |
8-K/A - FORM 8-K/A - INFORMATICA CORP | f55468e8vkza.htm |
Exhibit 99.4
UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
The following unaudited pro forma condensed combined balance sheet as of September 30, 2009
and the unaudited pro forma condensed combined statements of operations for the nine months ended
September 30, 2009 and for the fiscal year ended December 31, 2008 are based on the historical
financial statements of Informatica Corporation (Informatica) and Siperian, Inc. (Siperian)
after giving effect to the acquisition of all the capital stock of Siperian by Informatica in a
cash merger transaction valued at approximately $130 million by Informatica, and after applying the
assumptions, reclassifications and adjustments described in the accompanying notes to the unaudited
pro forma condensed combined financial statements. The acquisition was completed on January 28,
2010.
Informatica has prepared the unaudited pro forma condensed combined financial statements only
for illustrative purposes. These unaudited pro forma condensed combined financial statements
reflect preliminary estimates and assumptions based on information available at the time of the
preparation, including preliminary fair value estimates of the intangible assets acquired and net
liabilities assumed as discussed below. The unaudited pro forma condensed combined financial
statements do not represent the consolidated results of operations or financial condition of
Informatica had the acquisition been completed as the dates presented and should not be viewed as
representative of the future consolidated results of operations or financial condition of
Informatica. The unaudited pro forma condensed combined financial statements do not reflect any
operating efficiencies and cost savings that Informatica may achieve with respect to the merged
operations.
Informatica and Siperian have two different fiscal year ends. Accordingly, the unaudited pro
forma condensed combined balance sheet as of September 30, 2009 combines Informaticas historical
unaudited condensed consolidated balance sheet as of September 30, 2009 and Siperians historical
unaudited condensed consolidated balance sheet as of August 31, 2009 and is presented as if the
acquisition of Siperian had occurred on September 30, 2009. The unaudited pro forma condensed
combined statement of operations for the nine months ended September 30, 2009 combines the
unaudited historical results of Informatica for the nine months ended September 30, 2009 and the
unaudited historical results of Siperian for the nine months ended August 31, 2009. The unaudited
pro forma condensed combined statement of operations for the fiscal year ended December 31, 2008
combines the historical results of Informatica for the year ended
December 31, 2008 and the unaudited
historical results of Siperian for the twelve months ended November 30, 2008. The unaudited pro
forma condensed combined statements of operations are presented as if the acquisition had occurred
on January 1, 2008.
The acquisition has been accounted for in accordance with the Financial Accounting Standards
Board (FASB) guidance under Business Combination (ASC 805). Accordingly, the total estimated
purchase price, calculated as described in Note 1 to these unaudited pro forma condensed combined
financial statements, has been allocated on a preliminary basis to intangible assets acquired and
net liabilities assumed in connection with the acquisition based on their estimated fair values as
of the completion of the acquisition. These allocations reflect various assumptions, estimates,
and analyses.
The unaudited pro forma condensed combined financial statements should be read in conjunction
with Informaticas historical consolidated financial statements and accompanying notes contained in
Informaticas Annual Report on Form 10-K for its fiscal year ended December 31, 2008 and Quarterly
Report on Form 10-Q for its quarter ended September 30, 2009 and Siperians historical consolidated
financial statements and accompanying notes for its fiscal year ended
May 31, 2009 and the unaudited six
month periods ended November 30, 2009 and 2008, which are included as Exhibits 99.2 and 99.3,
respectively, to this Form 8-K/A.
Page 1
INFORMATICA CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of September 30, 2009
(Amounts in thousands, except share and per-share data)
As of September 30, 2009
(Amounts in thousands, except share and per-share data)
Historical | ||||||||||||||||
September 30, 2009 | August 31, 2009 | Pro Forma | Pro Forma | |||||||||||||
Informatica | Siperian (1) | Adjustments | Combined | |||||||||||||
Assets |
||||||||||||||||
Current assets: |
||||||||||||||||
Cash and cash equivalents |
$ | 138,457 | $ | 6,436 | $ | (102,917 | ) (a) | $ | 41,976 | |||||||
Short-term investments |
284,932 | | | 284,932 | ||||||||||||
Accounts receivable, net |
83,625 | 5,571 | (354 | ) (b) | 88,842 | |||||||||||
Deferred tax assets |
24,273 | | | 24,273 | ||||||||||||
Prepaid expenses and other current assets |
13,560 | 747 | (43 | ) (b) | 14,264 | |||||||||||
Total current assets |
544,847 | 12,754 | (103,314 | ) | 454,287 | |||||||||||
Property and equipment, net |
8,042 | 831 | | 8,873 | ||||||||||||
Goodwill |
287,569 | | 79,445 | (a)(c) | 367,014 | |||||||||||
Other intangible assets, net |
68,808 | | 24,890 | (a) | 93,698 | |||||||||||
Long-term deferred tax assets |
2,481 | | 17,303 | (d) | 19,784 | |||||||||||
Other assets |
8,324 | 170 | | 8,494 | ||||||||||||
Total assets |
$ | 920,071 | $ | 13,755 | $ | 18,324 | $ | 952,150 | ||||||||
Liabilities, Conditionally Redeemable Convertible Preferred Stock
and Stockholders Equity (Deficit) |
||||||||||||||||
Current liabilities: |
||||||||||||||||
Accounts payable and accrued liabilities |
$ | 38,433 | $ | 4,901 | $ | 3,718 | (e) (i) | $ | 47,052 | |||||||
Accrued compensation and related expenses |
29,058 | 1,405 | 6,136 | (i) | 36,599 | |||||||||||
Income taxes payable |
12,956 | | 5,009 | (f) | 17,965 | |||||||||||
Accrued facilities restructuring charges |
20,567 | | | 20,567 | ||||||||||||
Deferred revenues |
126,040 | 5,976 | (4,510 | ) (g) | 127,506 | |||||||||||
Total current liabilities |
227,054 | 12,282 | 10,353 | 249,689 | ||||||||||||
Convertible senior notes |
201,000 | | | 201,000 | ||||||||||||
Notes payable and warrant |
| 9,665 | (263 | ) (h) | 9,402 | |||||||||||
Accrued facilities restructuring charges, less current portion |
35,973 | | | 35,973 | ||||||||||||
Long-term deferred revenues |
6,033 | 146 | (104 | ) (g) | 6,075 | |||||||||||
Long-term income taxes payable |
12,180 | | | 12,180 | ||||||||||||
Total liabilities |
482,240 | 22,093 | 9,986 | 514,319 | ||||||||||||
Conditionally redeemable convertible preferred stock:
|
||||||||||||||||
$0.001 par value; issuable in series; 73,689,074 shares
authorized; 73,027,381 shares issued and outstanding;
aggregate liquidation preference of $60,023 |
| 68,100 | (68,100 | ) (h) | | |||||||||||
Stockholders equity (deficit): |
||||||||||||||||
Common stock |
89 | 3 | (3 | ) (h) | 89 | |||||||||||
Additional paid-in capital |
412,073 | 1,449 | (1,449 | ) (h) | 412,073 | |||||||||||
Accumulated other comprehensive income |
911 | | | 911 | ||||||||||||
Retained earnings (accumulated deficit) |
24,758 | (77,890 | ) | 77,890 | (h) | 24,758 | ||||||||||
Total stockholders equity (deficit) |
437,831 | (76,438 | ) | 76,438 | 437,831 | |||||||||||
Total liabilities, conditionally redeemable
convertible
preferred stock and stockholders equity (deficit) |
$ | 920,071 | $ | 13,755 | $ | 18,324 | $ | 952,150 | ||||||||
(1) | Certain reclassifications were made to conform to Informaticas financial statement presentation. See Note 2 below for further discussion. |
INFORMATICA CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Nine Months Ended September 30, 2009
(Amounts in thousands, except share and per-share data)
For the Nine Months Ended September 30, 2009
(Amounts in thousands, except share and per-share data)
Historical | ||||||||||||||||
Nine months ended | ||||||||||||||||
September 30, 2009 | August 31, 2009 | Pro Forma | Pro Forma | |||||||||||||
Informatica | Siperian (1) | Adjustments | Combined | |||||||||||||
Revenues: |
||||||||||||||||
License |
$ | 142,770 | $ | 12,912 | $ | (731 | ) (j) | $ | 154,951 | |||||||
Service |
207,026 | 10,146 | (390 | ) (k)(l) | 216,782 | |||||||||||
Total revenues |
349,796 | 23,058 | (1,121 | ) | 371,733 | |||||||||||
Cost of revenues: |
||||||||||||||||
License |
2,024 | 1,203 | (670 | ) (m) | 2,557 | |||||||||||
Service |
55,605 | 6,115 | (282 | ) (m) | 61,438 | |||||||||||
Amortization of acquired technology |
5,497 | | 2,286 | (n) | 7,783 | |||||||||||
Total cost of revenues |
63,126 | 7,318 | 1,334 | 71,778 | ||||||||||||
Gross profit |
286,670 | 15,740 | (2,455 | ) | 299,955 | |||||||||||
Operating expenses: |
||||||||||||||||
Research and development |
57,089 | 6,382 | | 63,471 | ||||||||||||
Sales and marketing |
135,366 | 13,760 | | 149,126 | ||||||||||||
General and administrative |
30,646 | 6,066 | | 36,712 | ||||||||||||
Amortization of intangible assets |
7,239 | | 309 | (n) | 7,548 | |||||||||||
Facilities restructuring charges |
1,961 | | | 1,961 | ||||||||||||
Total operating expenses |
232,301 | 26,208 | 309 | 258,818 | ||||||||||||
Income (loss) from operations |
54,369 | (10,468 | ) | (2,764 | ) | 41,137 | ||||||||||
Interest income, expense, and other net |
752 | (509 | ) | (975 | ) (o) | (732 | ) | |||||||||
Income (loss) before income taxes |
55,121 | (10,977 | ) | (3,739 | ) | 40,405 | ||||||||||
Income tax provision (benefit) |
15,881 | 31 | (6,999 | ) (p) | 8,913 | |||||||||||
Net income (loss) |
$ | 39,240 | $ | (11,008 | ) | $ | 3,260 | $ | 31,492 | |||||||
Basic net income per common share |
$ | 0.45 | | | $ | 0.36 | ||||||||||
Diluted net income per common share |
$ | 0.41 | | | $ | 0.34 | ||||||||||
Shares used in computing basic net income per common share |
87,837 | | | 87,837 | ||||||||||||
Shares used in computing diluted net income per common share |
102,507 | | | 102,507 |
(1) | Certain reclassifications were made to conform to Informaticas financial statement presentation. See Note 2 below for further discussion. |
INFORMATICA CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2008
(Amounts in thousands, except share and per-share data)
For the Year Ended December 31, 2008
(Amounts in thousands, except share and per-share data)
Historical | ||||||||||||||||
For the year ended | ||||||||||||||||
December 31, 2008 | November 30, 2008 | Pro Forma | Pro Forma | |||||||||||||
Informatica | Siperian (1) | Adjustments | Combined | |||||||||||||
Revenues: |
||||||||||||||||
License |
$ | 195,769 | $ | 8,933 | $ | (233 | ) (j) | $ | 204,469 | |||||||
Service |
259,930 | 11,755 | (2,106 | ) (k)(l) | 269,579 | |||||||||||
Total revenues |
455,699 | 20,688 | (2,339 | ) | 474,048 | |||||||||||
Cost of revenues: |
||||||||||||||||
License |
3,291 | 684 | (354 | ) (m) | 3,621 | |||||||||||
Service |
80,287 | 8,684 | (229 | ) (m) | 88,742 | |||||||||||
Amortization of acquired technology |
4,125 | | 3,049 | (n) | 7,174 | |||||||||||
Total cost of revenues |
87,703 | 9,368 | 2,466 | 99,537 | ||||||||||||
Gross profit |
367,996 | 11,320 | (4,805 | ) | 374,511 | |||||||||||
Operating expenses: |
||||||||||||||||
Research and development |
72,522 | 8,500 | | 81,022 | ||||||||||||
Sales and marketing |
177,339 | 19,102 | | 196,441 | ||||||||||||
General and administrative |
37,411 | 7,218 | | 44,629 | ||||||||||||
Amortization of intangible assets |
4,575 | | 493 | (n) | 5,068 | |||||||||||
Facilities restructuring charges |
3,018 | | | 3,018 | ||||||||||||
Purchased in-process research and development |
390 | | | 390 | ||||||||||||
Patent related litigation proceeds net of patent
contingency accruals |
(11,495 | ) | | | (11,495 | ) | ||||||||||
Total operating expenses |
283,760 | 34,820 | 493 | 319,073 | ||||||||||||
Income (loss) from operations |
84,236 | (23,500 | ) | (5,298 | ) | 55,438 | ||||||||||
Interest income, expense, and other net |
7,737 | 257 | (3,454 | ) (o) | 4,540 | |||||||||||
Income (loss) before income taxes |
91,973 | (23,243 | ) | (8,752 | ) | 59,978 | ||||||||||
Income tax provision (benefit) |
35,993 | 11 | (9,859 | ) (p) | 26,145 | |||||||||||
Net income (loss) |
$ | 55,980 | $ | (23,254 | ) | $ | 1,107 | $ | 33,833 | |||||||
Basic net income per common share |
$ | 0.64 | | | $ | 0.38 | ||||||||||
Diluted net income per common share |
$ | 0.58 | | | $ | 0.37 | ||||||||||
Shares used in computing basic net income per common share |
88,109 | | | 88,109 | ||||||||||||
Shares used in computing diluted net income per common share |
103,278 | | | 103,278 |
(1) | Certain reclassifications were made to conform to Informaticas financial statement presentation. See Note 2 below for further discussion. |
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS
(Amounts in thousands)
FINANCIAL STATEMENTS
(Amounts in thousands)
Note 1: Basis of Pro Forma Presentation
On January 28, 2010, Informatica acquired Siperian, a private company incorporated in
Delaware. Siperian is a leader in the Master Data Management (MDM) infrastructure technology
category. MDM provides a holistic, single view of foundational business entities, commonly referred
to as master data such as customers, employees, citizens, locations and products. Siperian delivers
a multidomain MDM platform to optimize business decisions across multiple entities or
considerations, and its technology expedites deployment time with easy-to-configure capabilities.
Informatica assigned preliminary fair values to the identified intangible assets acquired in
accordance with the guidelines established in Business Combinations (ASC 805). The allocation of
the purchase price for this acquisition as of the date of the acquisition is
as follows:
Goodwill, pre-tax gross up |
$ | 92,771 | ||
Developed and core technology |
21,340 | |||
In process research and development (IPR&D) |
1,920 | |||
Customer relationships |
1,630 | |||
Assumed liabilities, net of assets |
(14,744 | ) | ||
Total estimated purchase price |
$ | 102,917 | ||
Note 2: Reclassifications
Certain reclassifications have been made to conform Siperians historical amounts to
Informaticas presentation. These adjustments primarily relate
to reclassification of some long-term
liabilities to short-term liabilities since Informatica intended to settle these liabilities at the
time of acquisition or shortly after the acquisition.
Note 3: Pro Forma Adjustments
The pro forma adjustments included in the unaudited pro forma condensed combined consolidated
financial statements are as follows:
(a) | See Note 1. Basis of Pro Forma Presentation above for a further discussion. |
(b) | To adjust accounts receivable and prepaid for intercompany transactions. These transactions are related to products that Informatica and its subsidiaries had sold to Siperian during the periods presented. |
(c) | To record tax credit adjustments of $13,326 to goodwill as follows: |
Deferred tax assets related to net operating losses not previously benefited |
$ | (28,810 | ) | |
Deferred tax liabilities related to purchased intangibles |
9,707 | |||
Accrued liabilities and compensation accruals |
5,777 | |||
$ | (13,326 | ) | ||
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands)
FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands)
(d) | To record long term deferred tax assets related to deferred tax assets for net operating losses that Company did not benefit previously net of deferred tax liabilities for purchased intangibles and the tax effects of fair value adjustments. |
(e) | To eliminate intercompany liabilities for $344 due to products and services sold by Informatica and its subsidiaries to Siperian. |
(f) | To record tax liabilities accrued for $1,032 due to adoption of ASC 740-10 by Siperian and additional accrued liabilities assumed and compensation accruals for $3,977 due to the acquisition. |
(g) | To adjust deferred revenues to its estimated fair value from its historical values. |
(h) | To eliminate common stock, redeemable convertible preferred stock, additional paid-in capital, and accumulated deficit of $77,890, and payment of $263 for warrant outstanding to shareholders subsequent to acquisition. |
(i) | To reflect additional liabilities assumed due to the acquisition for $10,198 of which $4,062 is related to accounts payable and accrued liabilities and $6,136 is related to accrued compensation. |
(j) | To eliminate the intercompany license revenues of $731 for the nine months ended September 30, 2009, and to reduce the license revenues for intercompany transactions of $214 and fair value adjustment of $19 from historical fair value to estimated fair market value for the twelve months ended December 31, 2008. |
(k) | To adjust the difference between the estimated fair value and historical value of deferred revenues for $63 for the nine months ended August 31, 3009 and $1,877 for the twelve months ended November 30, 2008. |
(l) | To eliminate the intercompany revenues of $327 for the nine months ended September 30, 2009 and $229 for the twelve months ended December 31, 2008. These transactions are related to products that Informatica and its subsidiaries had sold to Siperian during the periods presented. |
(m) | To eliminate the intercompany transactions related to the cost of revenues for the products and services that Informatica and its subsidiaries sold to Siperian: |
Twelve Months | ||||||||
Nine Months Ended | Ended | |||||||
September 30, | December 31, | |||||||
2009 | 2008 | |||||||
Cost of revenues: |
||||||||
License |
$ | (670 | ) | $ | (354 | ) | ||
Service |
(282 | ) | (229 | ) | ||||
$ | (952 | ) | $ | (583 | ) | |||
(n) | To record amortization expenses for the nine months ended September 30, 2009 and twelve months ended December 31, 2008, related to acquired intangible assets as follows: |
Amortization Expense | ||||||||||||||||
Nine Months | Twelve Months | |||||||||||||||
Estimated | Estimated | Ended | Ended | |||||||||||||
Fair | Useful Life | September 30, | December 31, | |||||||||||||
Value | (in years) | 2009 | 2008 | |||||||||||||
Developed and core technology |
$ | 21,340 | 7 | $ | 2,286 | $ | 3,049 | |||||||||
Customer relationships |
1,630 | 6 | 309 | 493 | ||||||||||||
$ | 22,970 | $ | 2,595 | $ | 3,542 | |||||||||||
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands)
FINANCIAL STATEMENTS (CONTINUED)
(Amounts in thousands)
(o) | The interest income of $1,436 and $3,817 was based on 1.50% and 2.99% average rate of return for the nine months ended September 30, 2009 and twelve months ended December 31, 2008, respectively. The amounts also include adjustments to interest expense related to Siperians term loan and notes payable to shareholders for $461 and $363 for the nine months ended September 30, 2009 and twelve months ended December 31, 2008, respectively. |
(p) | To record income tax benefit related to the acquisition netted against an immaterial expense related to Siperians pro forma adoption of ASC 740-10 on January 1, 2008 and previously unbenefitted credit. |