e10vk
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-K
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(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
January 31, 2008
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or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the transition period
from to
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Commission file number:
001-33445
Netezza Corporation
(Exact Name of Registrant as
Specified in Its Charter)
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Delaware
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04-3527320
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(State or Other Jurisdiction
of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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200 Crossing Boulevard
Framingham, Massachusetts
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01702
(Zip Code)
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(Address of Principal Executive
Offices)
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Registrants telephone number, including area code:
(508) 665-6800
Securities registered pursuant to Section 12(b) of the
Act:
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.001 per share
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NYSE Arca
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Securities registered pursuant to Section 12(g) of the
Act:
None
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes o No þ
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o No þ
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
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K
(§229.405) is not contained herein, and will not be
contained, to the best of the registrants knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this
Form 10-K
or any amendment to this
Form 10-K. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated
filer o
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Accelerated
filer o
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Non-accelerated
filer þ
(Do not check if a smaller reporting company)
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Smaller reporting
company o
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Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the Exchange
Act). Yes o No þ
As of July 31, 2007, the aggregate market value of common
stock (the only outstanding class of common equity of the
registrant) held by nonaffiliates of the registrant was
$277.7 million based on a total of 18,210,049 shares
of common stock held by nonaffiliates and on a closing price of
$15.25 per share on such date for the common stock as reported
on NYSE Arca.
As of April 15, 2008, 57,921,523 shares of common
stock were outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
The registrant intends to file a definitive proxy statement
pursuant to Regulation 14A within 120 days of the end
of the fiscal year ended January 31, 2008. Portions of such
proxy statement are incorporated by reference in Part III
of this
Form 10-K.
NETEZZA
CORPORATION
ANNUAL
REPORT ON
FORM 10-K
FOR FISCAL YEAR 2008
TABLE OF CONTENTS
PART 1
FORWARD-LOOKING STATEMENTS
Forward-looking statements in our public filings or other public
statements are subject to known and unknown risks, uncertainties
and other factors that may cause our actual results, performance
or achievements to be materially different from any future
results, performance or achievements expressed or implied by
such forward-looking statements or other public statements.
These forward-looking statements are only predictions. We have
described in the Risk Factors section in this Annual
Report on
Form 10-K
the principal risks and uncertainties that we believe could
cause actual results to differ from these forward-looking
statements. All statements other than statements of historical
facts, including statements regarding our future results of
operations and financial position, business strategy and plans
and objectives of management for future operations, are
forward-looking statements. In many cases, you can identify
forward-looking statements by terms such as may,
will, should, expects,
plans, anticipates, could,
intends, target, projects,
contemplates, believes,
estimates, predicts,
potential or continue or other similar
words.
The forward-looking statements in this Annual Report on
Form 10-K
represent our views as of the date of this Annual Report on
Form 10-K.
We anticipate that subsequent events and developments will cause
our views to change. However, while we may elect to update these
forward-looking statements at some point in the future, we
specifically disclaim any obligation to do so. You should,
therefore, not rely on these forward-looking statements as
representing our views as of any date subsequent to the date of
this Annual Report on
Form 10-K.
INFORMATION
Netezza makes available through its website, free of charge, its
Annual Report on
Form 10-K,
Quarterly Reports on
Form 10-Q,
and Current Reports on
Form 8-K,
and all amendments to such reports, as soon as reasonably
practicable after these reports are electronically filed or
furnished to the U.S. Securities and Exchange Commission
(SEC) pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended. These reports and
other information are also available, free of charge, at
www.sec.gov. Alternatively, the public may read and copy any
materials we file with the SEC at the SECs Public
Reference Room at 100 F Street, N.E.,
Washington, D.C. 20549. Information on the operation of the
Public Reference Room may be obtained by calling the SEC at
1-800-SEC-0330.
Netezza will furnish, without charge to a security holder upon
written request, the Notice of Meeting and Proxy Statement for
the 2008 Annual Meeting of Stockholders (the 2008 Proxy
Statement), portions of which are incorporated herein by
reference. Document requests are available by calling or writing
to:
Netezza Shareholder Relations
200 Crossing Boulevard
Framingham, MA 01701
Phone:
508-665-4623
Website: www.netezza.com
Following May 27, 2008, written document requests should be
directed to our new corporate headquarters:
Netezza Shareholder Relations
26 Forest Street
Marlborough, MA 01752
Company
Overview
Netezza Corporation (we, us,
Netezza, or the Company) is a leading
provider of data warehouse appliances. Our product, the Netezza
Performance Server, or NPS, integrates database, server and
storage platforms in a purpose-built unit to enable detailed
queries and analyses on large volumes of stored data. The
results of these queries and analyses, often referred to as
business intelligence, provide organizations with actionable
information to improve their business operations. As more
information is recorded and communicated electronically, the
amount of data generated and the potential utility of the
business intelligence that can be extracted from this data is
increasing significantly. We designed our NPS data warehouse
appliance specifically for analysis of terabytes of data at
higher performance levels and at a lower total cost of ownership
with greater ease of use than can be achieved via traditional
data warehouse systems. Our NPS appliance performs faster,
deeper and more iterative analyses on larger amounts of detailed
data, giving our customers greater insight into trends and
anomalies in their businesses, thereby enabling better strategic
decision-making.
Unlike traditional data warehouse systems, which patch together
general-purpose database, server and storage platforms that were
not originally designed for analytical processing of large
amounts of constantly changing data, our NPS appliance is
purpose-built to deliver:
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Fast data query response times through our proprietary
Intelligent Query Streaming technology.
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Massive scalability through our proprietary Asymmetric Massively
Parallel Processing, or AMPP, architecture.
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Simplicity of installation, operation and administration.
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Cost effectiveness through the use of industry-standard server
and storage components packaged in a single unified solution.
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Our products integrate easily through open, industry-standard
interfaces with leading data access and analytics, data
integration and data protection tools to enable quick and
accurate business intelligence. Our customers have reported
faster query performance, lower costs of ownership and improved
analytic productivity as a result of using our products.
We sell our data warehouse appliances worldwide to large global
enterprises, mid-market companies and government agencies
through our direct salesforce as well as indirectly via
distribution partners. From our inception through
January 31, 2008, we have sold over 300 of our data
warehouse appliances worldwide to 142 data-intensive customers.
Our customers span multiple vertical industries and include
data-intensive companies and government agencies.
We were incorporated in Delaware on August 18, 2000 as
Intelligent Data Engines, Inc. and changed our name to Netezza
Corporation in November 2000. Our corporate headquarters are
located at 200 Crossing Boulevard, Framingham, Massachusetts
01702, and our telephone number is
(508) 665-6800.
Our website address is www.netezza.com. We are not,
however, including the information contained on our website, or
information that may be accessed through links on our website,
as part of, or incorporating it by reference into, this Annual
Report on
Form 10-K.
Financial information regarding our reporting segment is
contained in Managements Discussion and Analysis of
Financial Condition and Results of Operations in Item 7 of
Part II, and Note 16 to our Consolidated Financial
Statements included in Item 8 of Part II of this
Annual Report on
Form 10-K.
Our fiscal year ends January 31. When we refer to a
particular year, we are referring to the fiscal year ended
January 31 of that year. For example, fiscal 2008 refers to the
fiscal year ended January 31, 2008.
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Industry
Background
Proliferation
of Data
Data is one of the most valued assets within an organization.
The amount of data that is being generated and kept for
availability and analysis by organizations is exploding. The
timely and comprehensive analysis of this vast amount of data is
vital to organizations in a variety of vertical industries,
including:
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Telecommunications. The telecommunications
industry is characterized by intense competition and customer
attrition, or churn. Targeted marketing
opportunities and the rapid response to behavior trends are
paramount to the success of telecommunications service providers
in retaining existing customers and attracting new customers.
Customer relationship management, or CRM, analyses need to be
constantly and quickly performed, to enable service providers to
market to at-risk customers before they churn, offer new
products and services to those most likely to buy, and identify
and manage key customer relationships. Other key analytical
needs of telecommunications service providers include call data
record analysis for revenue assurance, billing and least-cost
routing, fraud detection and network management.
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E-Business. For
online businesses, the process of collecting, analyzing and
reporting data about page visits, otherwise known as click
stream analysis, is required for constant monitoring of website
performance and customer pattern changes. In addition to needing
to address the operational and customer relationship challenges
faced by traditional retailers,
e-businesses
must also analyze hundreds of millions or even billions of click
stream data records to track and respond to customer behavior
patterns in real time. Additionally, with online advertising
becoming a major revenue generator, many
e-businesses
and their advertisers need to understand who is looking at the
advertisements and their actions as a result of viewing the
advertisements. Fast analysis of online activity can enable
better cross-selling of products, prevent customers from
abandoning shopping carts or leaving the web site, and mitigate
click stream fraud.
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Retail. With thousands of products and
millions of customers, many retailers need sophisticated systems
to track, manage and optimize customer and supplier
relationships. Targeted marketing programs often require the
analysis of millions of customer transactions. To prevent supply
shortages large retailers must integrate and analyze customer
transaction data, vendor delivery schedules and RFID supply
chain data. Other useful analyses for retail companies include
market basket analysis of the items customers buy in
a given shopping session, customer loyalty programs for frequent
buyers, overstock/understock and supply chain optimization.
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Financial Services. Financial services
institutions generate terabytes of data related to millions of
client purchases, banking transactions and contacts with
marketing, sales and customer service across multiple channels.
This data contains crucial business information on client
preferences and buying behavior, and can reveal insights that
enable stronger customer relationship management and increase
the lifetime value of the customer. In addition, risk management
and portfolio management applications require analysis of vast
amounts of rapidly changing data for fraud prevention and loan
analysis. With extensive compliance and regulatory requirements,
financial institutions are required to retain an ever-increasing
amount of data and need to make this data available for detailed
reporting on a periodic basis.
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Analytic Service Providers. The primary
purpose of these companies is providing business intelligence
support to enterprises on an outsourced basis. Analytic service
providers serving many industries, including retail,
telecommunications, healthcare and others, provide clients with
domain expertise in database-driven marketing and customer
segmentation. Since their clients are looking for faster
turn-arounds for more sophisticated reports on continuously
increasing amounts of data, these companies require solutions
that will scale better with lower cost of ownership to meet
their clients service-level agreements, while improving
their own profitability.
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Government. As some of the largest creators
and consumers of data, government agencies around the world need
to access, analyze and share vast amounts of up-to-date data
quickly and efficiently. These agencies face a broad range of
challenges, including identifying terrorist threats and reducing
fraud, waste and abuse. Iterative analysis on many terabytes of
data with high performance is crucial for achieving these
missions.
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Healthcare. Healthcare providers seek to
analyze terabytes of operational and patient care data to
measure drug effectiveness and interactions, improve quality of
care and streamline operations through more cost-effective
services. Pharmaceutical companies rely on data analysis to
speed new drug development and increase marketing effectiveness.
In the future, these companies plan to incorporate large amounts
of genomic data into their analyses in order to tailor drugs for
more personalized medicine.
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The significant growth of enterprise data is fueling a need for
additional storage and other information technology
infrastructure to maintain and manage it. These technology needs
are being further driven by a steady decline in data storage
prices, which makes storing large data sets more economical.
As the volume of data continues to grow, enterprises have
recognized the value in analyzing such data to significantly
improve their operations and competitive position. They have
also realized that frequent analysis of data at a more detailed
level is more meaningful than periodic analysis of sampled data.
In addition, companies are making analytic capabilities more
widely available to a broad range of users across the enterprise
for both strategic and tactical decision-making. These factors
have driven the demand for the data warehouses that provide the
critical framework for data-driven enterprise decision-making by
way of business intelligence.
Growing
Role of the Data Warehouse
A data warehouse consists of three main elements
database, server, and storage and interacts with
external systems to acquire and retain raw data, receive query
instructions and provide analytical results. The data warehouse
acts as a data repository for the enterprise, aggregating
information from many departments, and more importantly, enables
analytics through the querying of the data to deliver specific
information used to monitor, measure and manage business
performance and to drive future business decisions. The goal of
a data warehouse is to enable a business to better understand
its customers behavior patterns, competitive position, and
internal efficiency and productivity.
The need for more robust, yet cost-effective, data warehouse
solutions across multiple industries is being accelerated by the
following:
Growth in Users of Business Intelligence. The
need for detailed analytics is becoming more mainstream
throughout the enterprise as well as in the extended
enterprise, which includes suppliers, partners and
customers. As the number of users accessing the data warehouse
increases, and the queries being processed include a broader mix
of strategic and tactical analyses, demand for data warehouse
solutions multiplies. This is a change from prior years when
business intelligence analysis within an organization was
primarily performed by a small number of analysts and IT
professionals.
Increasing Number and Sophistication of Data
Queries. As enterprises continue to recognize the
utility of the analyses data warehouses enable, the quantity and
sophistication of data queries continue to increase. In addition
to traditional reporting and analysis on historical data for
past patterns, companies increasingly want to leverage their
data to predict future patterns and behavior. Without more
powerful data warehouse performance to meet this demand,
significant data latency problems can ensue. A data warehouse
solution can contain several billion rows of data within its
resident database causing even one sophisticated data query to
take as long as several hours to several weeks to perform using
some traditional data warehouse systems.
Need for Real-time Data Availability. As data
continues to proliferate, increasing load times are continually
shrinking the time windows for querying warehoused data. As a
growing number of users from business units across the
enterprise analyze data for tactical, operational decisions,
many organizations need to have their data warehouses available
for query and analysis at all times even as fresh data is being
constantly loaded. This creates increasing requirements for
simultaneous load and query performance.
Limitations
of Traditional Data Warehouse Systems
Many traditional data warehouse systems were initially designed
to aggregate and analyze smaller quantities of data, using
general-purpose database, server and storage platforms patched
together as a data warehouse system. Such patchwork
architectures are often used by default to store and analyze
data, despite the fact that they are not optimized to handle
terabytes of constantly growing and changing data and as a
result, they are not as effective in
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handling the in-depth analyses that large businesses are now
requiring of their data warehouse systems. The increasing number
of users accessing the data warehouse and the sophistication of
the queries employed by these users is making the strain of
using these legacy systems even more challenging for many
organizations.
We believe traditional data warehouse systems do not fully
address the key requirements of todays business
intelligence environments and the needs of customers for the
following reasons:
Inefficient Execution of Complex and Ad Hoc
Queries. Most traditional systems read data from
storage, bring it across an input/output, or I/O, interface and
load it into memory for processing. This approach is extremely
inefficient for processing millions or even billions of rows of
data in order to execute complex queries or ad hoc
queries, which are queries created to obtain information as the
need arises, often as other queries are reviewed. The result is
significant delays in data movement and query processing, which
can slow response times to many hours or even days. This delay
often eliminates any potential benefit of the query results as
conclusions are reached too late to be actionable.
Difficult and Costly Procurement Process. Most
traditional data warehouse systems require multiple product and
service contracts from several suppliers. The customer must
manage the procurement of costly servers, storage, cabling,
database and operating systems software licenses, systems
management tools, and installation and integration services.
This a la carte approach results in higher costs and
a lack of accountability from suppliers due to their tendency to
blame each other when issues arise and need to be remedied.
Additionally, these disparate products are often not easily
integrated with other business intelligence applications or
other hardware or software products that a customer may
incorporate into its data warehouse, resulting in additional
hardware, implementation, training, maintenance and support
costs.
Complex Infrastructure Installation and
Deployment. A traditional data warehouse is a
complex environment that must be assembled and configured on
site. Installation can take weeks, requiring assembly, testing,
debugging and fine-tuning of system parameters. Traditional data
warehouse systems depend on elaborate tuning and data
manipulation to generate the performance required by the user.
Data loads into the system need to be balanced, indexes created,
and disk partitions and logical volumes defined. The entire
process can take from weeks to several months, typically
requiring extensive professional services engagements.
Slow Response to Changing Business Needs. As
the data warehouse grows and queries and analyses increase in
volume and complexity, the tuning and configuration needs of the
data warehouse solution further increase, creating ongoing costs
in hardware, software and services for the user. In addition,
business requirements are constantly changing and the data
warehouse needs to evolve to meet these changing requirements.
Most traditional data warehouses have customized data models
that define the structure and relationships of the data;
therefore, when data formats or query requirements change, these
solutions require extensive reconfiguration and tuning,
resulting in delays and extra personnel costs.
Costly Ongoing Administration and
Maintenance. Managing a traditional data
warehouse system is a complex and time-intensive task. Dedicated
database administrators are required to monitor and maintain the
system. Often, separate administrative teams are dedicated to
distinct solution components such as database, server, and
storage platforms. Additionally, many traditional systems come
with separate management programs for each component, lowering
the efficacy of the management of the overall data warehouse.
Inefficient Power, Cooling and Footprint
Requirements. As data warehouses grow
dramatically with the proliferation of data, the costs of space,
power and cooling are becoming serious concerns in data center
management. Because traditional systems are often a patchwork of
general-purpose components, significant footprint size and
energy consumption issues arise, at odds with ongoing efforts of
many businesses to centralize and shrink data center square
footage and increase energy efficiency.
Limited Scalability. Most traditional systems
have a difficult time increasing capacity to meet increased user
demand and the growing amounts of stored data due to their
architectures and technology. In these instances, the I/O
limitations become particularly acute. In addition, there are
difficulties associated with procurement, installation and
integration of additional capacity with existing infrastructure.
As a result, significant time and effort must be dedicated to
retune the system to reflect the new parameters. In most cases,
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it is impossible to achieve linear scalability, which means that
performance will not scale at the same rate as data growth or
system capacity.
As a consequence of these limitations, the rapid growth of
enterprise data, and the growing need to utilize this data to
address business requirements, we believe there is a significant
market opportunity for a purpose-built data warehouse solution
that is optimized for efficiently analyzing vast amounts of
business-critical data to enable actionable business
intelligence.
Our
Solution
Our NPS appliance is designed specifically to enable
high-performance business intelligence solutions at a low total
cost of ownership. It tightly couples database, server, and
storage platforms in a compact, efficient unit that integrates
easily through open, industry-standard interfaces with leading
business intelligence, data access and analytics, data
integration and data protection tools. As a result, the NPS
appliance enables our customers to load, access and query data
faster, more easily and cost-effectively than with traditional
systems.
This approach, combined with our innovative product
architecture, provides the following significant benefits to our
customers:
Superior Performance. We believe our systems
provide industry-leading performance. With the NPS appliance,
many complex and ad hoc queries on terabytes of information are
reduced from days or hours to minutes or seconds, as disk access
speed becomes the primary limiting factor rather than I/O and
network constraints. Our customers have reported response times
for complex and ad hoc queries that are often 10 to 100 times
faster, and in some instances 500 times faster than those of
traditional data warehouse systems. This improved performance
enables our customers to analyze their data more
comprehensively, more iteratively and in a more timely way, so
they can make faster and better decisions.
Easy and Cost-Effective Procurement. Our NPS
appliance combines database, server, and storage platforms in a
single scalable device using open standards and commodity
components, to deliver a significant cost advantage compared
with the products of our competitors. In addition, since our NPS
appliance provides these technologies in a single product,
customers can purchase their data warehouse appliance from one
vendor as opposed to from multiple vendors, streamlining the
procurement process.
Quick and Easy Infrastructure Installation and
Deployment. NPS appliances are factory-configured
and tested, enabling our customers to install our systems
typically in less than two days. With all processors and storage
in the same cabinet and all components integrated, configured
and tested as a purpose-built data warehouse appliance, there is
no custom installation and configuration required, unlike
traditional solutions. In addition to faster installation, the
NPS appliance enables customers to deploy large, multi-terabyte
data warehouse environments much more rapidly than with
traditional systems. Data is loaded quickly and easily from
source systems, and existing tools and software for business
intelligence, data access and analytics, data integration and
data protection all integrate in a straightforward way through
standard interfaces. This enables our customers to deploy and
launch their data warehousing initiatives faster than is
possible with traditional systems, with minimal need for
professional services or customization.
Rapid Adaptation to Changing Business
Needs. Our NPS appliance does not require the
tuning, data indexing or most of the maintenance and
configuration tasks required by traditional systems. As a
result, the NPS appliance is flexible with regard to the layout
and structure of data models, so as new data is added and models
are updated, the NPS appliance can accommodate changes easily
without requiring additional administrative effort.
Minimal Ongoing Administration and
Maintenance. As a self-regulated and
self-monitored data warehouse appliance, our systems typically
require less than a single administrator to manage. There are no
obscure Netezza-specific commands that need to be learned by
administrators, and the NPS appliance integrates a single
interface for the management and operation of the entire data
warehouse. The management and administration requirements of our
systems remain limited even as the data and system capacity grow
significantly in size.
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Small Footprint, and Low Power and Cooling
Requirements. The NPS appliance is a compact,
tightly integrated appliance that requires a significantly
smaller data center footprint than traditional
solutions. Because we build our systems specifically for data
warehousing, we are able to more effectively integrate
components in a less dense, rack-enabled solution consuming
significantly less power and generating less heat than the
solutions of our competitors.
High Degree of Scalability. Our systems scale
effectively with additional users or more sophisticated queries,
as the limiting factor becomes disk access speed rather than
shared I/O and network constraints. Because storage and
processing are tightly coupled into a modular unit, as data
scales, so does processing power without diminution of
performance. Additionally, with no need for tuning or indexing,
more users can be supported and additional capacity added very
quickly and easily. The NPS appliance is priced to allow
customers to pay as they grow, adding incremental
capacity at a low cost per terabyte.
Our
Products
The NPS family of appliances currently consists of two main
product lines:
The 10000 Series is our core performance line, with
current data capacity ranging from less than one terabyte of
data up to 100 terabytes. This is the primary product line from
which we derive the substantial majority of our revenue. The
10000 Series currently consists of six product models
(10050, 10100, 10200, 10400, 10600 and 10800). The various
models have different price points and support varying amounts
of data capacity. The prices range from several hundred thousand
dollars up to several million dollars. Our on-demand pricing
allows our customers to add capacity in terabyte increments
based on their data growth.
The 5000 Series, which currently consists of one product
model, has available data capacity of up to three terabytes,
with prices ranging from less than $200,000 to $250,000. This
product is sized and priced for our mid-market and smaller
customers and does not need to be deployed in a data center,
which offers more flexibility to these customers. Many of our
customers purchase the 5000 Series as a development system to
enable them to design and test new applications and queries
prior to deploying a 10000 Series production system.
NPS Product Performance Scalability
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Smallest
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Largest
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Configuration
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Configuration
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(NPS 5200)
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(NPS 10800)
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Snippet Processing Units (SPUs)
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28
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896
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User Data Capacity (Terabytes)
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3
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100
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Data Scan Rate (Terabytes/hour)
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6
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190
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Product Partnerships and Alliances. Through a
network of partnerships and alliances, we provide our customers
with integrated, high-quality solutions to meet their growing
business intelligence requirements. Our appliances provide
high-performance infrastructure technology as part of a larger
bundle of software and hardware used by our
customers to load and integrate data, perform analyses on their
data and protect their data. We have developed partnerships and
alliances with major software partners in the areas of business
intelligence, data access and analytics, data integration and
data protection, which have certified that our appliances
integrate easily with their software solutions. We are working
to create closer integration of our products with certain of
these partners for even simpler customer deployments and
administration.
Technology
and Architecture
The architecture of the NPS appliance is based upon two guiding
principles:
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Moving processing intelligence to a record stream adjacent to
storage significantly enhances performance and scalability. Our
approach allows us to perform database operations in a
streaming fashion. This patent-pending Netezza
innovation is called Intelligent Query Streaming technology. The
approach of traditional solutions requires data from storage to
be moved through many stages before database operations can be
performed.
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Performance and scalability goals can be met using elements of
both symmetric multi-processing, or SMP, and massively parallel
processing, or MPP, applying each method where it is best suited
to meet the specific needs of analytic applications operating on
terabytes of data. We believe our architectural approach, which
we refer to as AMPP, provides significant improvements in
performance and scalability as compared to traditional data
warehouse systems. We have several patents pending surrounding
our AMPP architecture.
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By applying these two principles in an integrated architecture,
we believe we have achieved significant improvement in the
performance, scalability and manageability of data warehouse
systems.
Our AMPP architecture is a two-tiered system designed to quickly
handle very large queries from multiple users:
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The first tier is a high-performance Linux SMP host that
compiles data query tasks received from business intelligence
applications, and generates query execution plans. It then
divides a query into a sequence of sub-tasks, or snippets that
can be executed in parallel, and distributes the snippets to the
second tier for execution.
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The second tier consists of dozens to many hundreds of snippet
processing units, or SPUs, operating in parallel. Each SPU is an
intelligent query processing and storage node, and consists of a
commodity processor, dedicated memory, a disk drive and a field
programmable gate array, or FPGA, acting as a disk controller
with hard-wired logic to manage data flows.
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With our approach, the pathways used by traditional
architectures to deliver data to the host are streamlined and
shortened. Because the query is initially screened at the disk
drive level in the NPS appliance, there is far less reliance on
CPUs, data modeling or bandwidth for performance. This results
in a significant competitive advantage over traditional systems,
which often require shared connections over which large amounts
of data must travel prior to any analysis, and which rely
primarily on incremental gains in general-computing processing
power that cannot overcome I/O constraints.
Customers
We sell our data warehouse appliances worldwide to large global
enterprises, mid-market companies and government agencies
through our direct salesforce as well as indirectly via
distribution partners. As of January 31, 2008, we had 142
customers and had sold over 300 of our data warehouse
appliances. Our customers span multiple vertical industries and
include data-intensive companies and government agencies.
Our customers use our data warehouse appliances to analyze
terabytes of customer and operational data faster, more
comprehensively and affordably than they had been able to do
with the traditional systems that we replaced. They report
faster query performance, the ability to perform previously
impossible queries, lower costs of ownership, and improvements
in analytical productivity as a result of using our products.
AOL accounted for 10% of our total revenue in fiscal 2008; no
customer accounted for greater than 10% of our total revenue in
fiscal 2007 and Acxiom accounted for 10% of our total revenue in
fiscal 2006.
Service
and Support
We offer our customers service and support for the deployment
and ongoing use of NPS appliances. We focus primarily on
maintenance, although we offer training and consulting services
on a limited basis as well. We believe the overall simplicity of
our appliances limits the need for extensive training,
customization and deployment services or ongoing consulting.
Unlike vendors offering traditional systems, we do not depend on
service offerings for revenue growth opportunities and, as a
result, our interests in providing easy-to-use products are
clearly aligned with those of our customers.
We provide our customers with support priced as a percentage of
license sales. Our support strategy includes highly-trained
support staff located in our Framingham, Massachusetts
headquarters, and worldwide installation and technical account
management teams. We have invested in help desk, FAQ,
trouble-ticketing and online forum infrastructure to enable our
customers to log product and support issues, and to share best
practices with each other. Our
on-site
hardware service is performed through hardware service
relationships that we have with Hewlett-Packard and its
affiliates and Unisys and its affiliates.
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We offer training services to our customers in administration
and usage of our NPS appliances through
three-day
sessions as well as shorter sessions
on-site and
in our Framingham, Massachusetts headquarters. In addition, we
plan to offer limited consulting services, in particular where
the customers do not have the
on-site
staff required for their data warehouse projects and the
projects are too small to justify systems integration partner
services. These bundled services are provided by our technical
account managers assigned to help customers with specific
installation, integration and administration projects.
Our customers report high levels of satisfaction with our
support and we believe our high-touch approach is an
important aspect of our growth and success, driving repeat
business through further product purchases and upgrades. We plan
to continue to invest in the growth and training of our support
staff and infrastructure as we continue to grow.
Where additional professional services are requested by the
customer for application development and customization, these
services are provided through our network of systems integration
and consulting partners worldwide. Our partners provide
expertise in business intelligence, data warehousing and related
areas to our customers. We believe the combined expertise and
technology of us and our partners provide significant value to
our joint customers, without the channel conflict that is
typical of traditional data warehouse vendors and third-party
services firms.
Sales and
Marketing
We have established a worldwide sales and distribution network
to sell data warehouse appliances to large global enterprises,
mid-market companies and government agencies, both directly
through our salesforce and indirectly via distribution partners.
Our direct salesforce consists of paired teams of account
executives and systems engineers who work closely together
throughout the sales cycle. These teams are primarily organized
geographically and are focused on strategic account targets. In
addition, we have built two sales groups that focus solely on
the retail/consumer packaged goods vertical industry and federal
government, respectively.
In addition to our direct selling efforts, we continue to
develop reseller partnerships, which we believe will enable us
to reach a broader range of customers worldwide. Our reseller
partners sell to global enterprises as well as to mid-market
customers. We are particularly reliant on these relationships in
the Asia-Pacific region. We plan to continue to invest in
building and supporting our reseller distribution channel in
order to increase overall sales as well as the percentage of our
revenues through this channel.
In addition to our traditional reseller partners, many of our
systems integrator partners have in certain circumstances acted
as distribution partners. We also work closely with a number of
analytic service providers who provide hosted analytic and data
warehousing services as a bundled solution to their customers.
These partners continue to be an important part of our channel
selling and we plan to expand our relationships with existing
and new partners.
We conduct a broad range of marketing activities to promote
market awareness of our products, generate product demand,
accelerate sales and demonstrate our thought leadership. These
include trade shows, field marketing events, public relations,
analyst relations, user conferences, webinars and other
activities. In addition, we are actively engaged with existing
customers in marketing activities to build a community of NPS
users worldwide who can promote the benefits of our products
from first-hand experience.
We have been recognized by industry analysts for our development
of data warehouse appliances, and our company, technology and
management team have garnered numerous industry awards and
recognition for our innovation and vision.
Research
and Development
Our research and development organization is responsible for
designing, developing and testing our products and for
integrating our appliances with partner solutions. Our product
development approach utilizes a multi-disciplinary team of
professionals with experience in a broad range of areas,
including databases, networking, microcode, firmware,
performance measurement, application programming interfaces,
optimization techniques and user interface design. In addition
to our internal research and development staff, we have
contracted with
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Persistent Systems, located in Pune, India, to employ a
dedicated team of engineers focused on quality assurance and
product integration engineering. Research and development
expenses were $23.9 million, $18.0 million and
$16.7 million in fiscal 2008, 2007 and 2006, respectively.
We plan to continue to invest in all areas of research and
development to maintain our price/performance leadership and to
continue to innovate in software, hardware and firmware design.
We are also investing in an advanced development team that is
engaged in prototyping technologies that enable new market
applications for our products, leveraging our core product
advantages.
Manufacturing
Our NPS appliance integrates several commodity hardware
components including CPUs, disk drives, servers, network
switches and memory. Our manufacturing strategy is to manage the
supply chain, manufacturing process, test process, finished
goods inventory and logistics using third-party expertise and
resources, using a highly-leveraged outsourced manufacturing
model.
We work closely with several suppliers to select components
based on price/performance, reliability, and power and cooling
characteristics. Our operations and engineering personnel work
directly with these suppliers on technology roadmap and supply
chain issues. We update our hardware platform roughly every
18 months, taking advantage of our suppliers advances
and new market offerings. Our advanced manufacturing team,
located in our Framingham, Massachusetts headquarters, works
closely with hardware engineering to review the hardware product
roadmap and to plan short- and longer-term materials acquisition
strategies, in addition to testing new components for
manufacturability and reliability. We rely on a limited number
of suppliers for several key components utilized in the assembly
of our products, including disk drives and microprocessors.
Although in many cases we use standard components for our
products, some of these components may only be purchased or may
only be available from a single supplier. In addition, we
maintain relatively low inventory and acquire components only as
needed, and neither we nor our contract manufacturer enter into
long-term supply contracts for these components and none of our
third-party suppliers is obligated to supply products to us for
any specific period or in any specific quantities, except as may
be provided in a particular purchase order.
We partner with Sanmina, a global provider of electronics
manufacturing services for the manufacture and delivery of our
systems. Under the terms of our agreement with Sanmina, we
commit to firm purchase orders based on our manufacturing
requirements for a certain rolling period. In addition, we
submit forecasts to Sanmina based on our requirements for an
additional rolling future period, for which we are only
responsible for the components purchased by Sanmina in reliance
on our forecast. Our forecasts are rolled into our firm purchase
orders as the manufacturing date approaches. Sanmina may accept
or reject any purchase order we submit.
We have implemented a formal product development life cycle
process that is based on Software Engineering Institute, or SEI,
and ISO guidelines and principles. We plan to continue to
improve our manufacturing and quality processes, and to drive
down the manufacturing costs of our appliances through scaling
and improvements in overall design, including the ongoing
evaluation of component costs.
Competition
The data warehouse industry has traditionally been dominated by
a small number of major providers. EMC, Hewlett-Packard, IBM,
Oracle, Sun Microsystems, Sybase and Teradata are our principal
competitors in the data warehouse marketplace. Each of these
companies provides several if not all elements of a data
warehouse environment as individual products, including database
software, servers, storage and professional services; however,
they do not provide an integrated solution similar to ours. Many
of our competitors have greater market presence, longer
operating histories, stronger name recognition, larger customer
bases and significantly greater financial, technical, sales and
marketing, manufacturing, distribution and other resources than
we have. Moreover, many of our competitors have more extensive
customer and partner relationships than we do, and may therefore
be in a better position to identify and respond to market
developments or changes in customer demands.
In addition to traditional data warehouse offerings, several new
offerings and vendors have entered the market over the past few
years. As the benefits of an appliance solution become evident
in the marketplace, several of the large players, such as IBM
and Teradata, have introduced appliance-like
offerings that combine traditional database software integrated
with lower-cost, commodity hardware including servers and
storage. In addition,
9
several smaller vendors have entered the market, offering open
source or proprietary database software with commodity hardware.
Furthermore, we expect additional competition in the future from
new and existing companies with whom we do not currently compete
directly. As our industry evolves, our current and potential
competitors may establish cooperative relationships among
themselves or with third parties, including software and
hardware companies with whom we have partnerships and whose
products interoperate with our own, that could acquire
significant market share, which could adversely affect our
business. We also face competition from internally developed
systems. The success of any of these sources of competition,
alone or in combination with others, could seriously harm our
business, operating results and financial condition.
Competition in the data warehouse industry is based primarily on
performance; ease of deployment and administration; acquisition
and operating costs; scalability; and power, cooling and
footprint requirements. We believe we compete effectively based
on all of these factors. Our NPS data warehouse appliance has
demonstrated a performance advantage of 10 to 100 times greater
query speed, a reduction of overall operations oversight and
linear scalability in users and system capacity, while typically
requiring less floor space, electric power and cooling capacity
than the products provided by our major competitors. However,
there can be no assurance that our products will continue to
outperform those of our competitors or that our product
advantages will always lead to customers choosing our products
over those of our competitors.
Intellectual
Property
Our success depends in part upon our ability to develop and
protect our core technology and intellectual property. We rely
primarily on a combination of trade secret, patent, copyright
and trademark laws, as well as contractual provisions with
employees and third parties, to establish and protect our
intellectual property rights. Our products are provided to
customers pursuant to agreements that impose restrictions on use
and disclosure. Our agreements with employees and contractors
who participate in the development of our core technology and
intellectual property include provisions that assign any
intellectual property rights to us. In addition to the foregoing
protections, we generally control access to our proprietary and
confidential information through the use of internal and
external controls.
As of January 31, 2008, we had 12 issued patents and 11
pending patent applications in the United States. These patents
will expire on dates ranging from 2022 to 2024. We also had 14
European patent applications with the European Patent Office,
which, if allowed, may be converted into issued patents in
various European Contracting States. Pending patent applications
may receive unfavorable examination and are not guaranteed
allowance as issued patents. To the extent that a patent is
issued, any such future patent may be contested, circumvented,
found unenforceable or invalidated, and we may not be able to
prevent third parties from infringing this patent. We may elect
to abandon or otherwise not pursue prosecution of certain
pending patent applications due to patent examination results,
strategic concerns, economic considerations or other factors. We
will continue to assess appropriate occasions to seek patent
protection for aspects of our technology that we believe provide
us a significant competitive advantage in the market. However,
we believe that effective and timely product innovation is more
important to the success of our business than the protection of
our existing technology.
We have registered the following trademarks in the United
States: Netezza, Netezza and design, Netezza Performance Server
and NPS. We also have numerous trademarks registered and
trademark applications pending in foreign jurisdictions
including: the European Union, India, Australia, China, Japan,
Canada, Argentina, Hong Kong, Korea, Norway, Poland, Singapore,
Switzerland, Taiwan, Thailand, Turkey, Mexico and Brazil. We
believe that our products are identified by our trademarks and,
thus, our trademarks are of significant value. Each registered
trademark has a duration of 10 to 20 years, depending on
the date it was registered and the country in which it is
registered, and is subject to an infinite number of renewals for
a like period upon continued use and appropriate application. We
intend to continue the use of our trademarks and to renew our
registered trademarks based upon each trademarks continued
value to us.
Despite our efforts to protect the intellectual property rights
associated with our technology, unauthorized parties may still
attempt to copy or otherwise obtain and use our technology.
Moreover, it is difficult and expensive to monitor whether other
parties are complying with patent and copyright laws and their
confidentiality or other agreements with us, and to pursue legal
remedies against parties suspected of breaching our intellectual
property
10
rights. In addition, we intend to expand our international
operations where the laws do not protect our proprietary rights
as fully as do the laws of the United States.
Third parties could claim that our products or technologies
infringe their proprietary rights. Our industry is characterized
by the existence of a large number of patents, trademarks and
copyrights and by frequent litigation based on allegations of
infringement or other violations of intellectual property
rights. Although we have not been involved in any litigation
related to intellectual property rights of others, we have from
time to time received letters from other parties alleging, or
inquiring about, breaches of their intellectual property rights.
We may in the future be sued for violations of other
parties intellectual property rights, and the risk of such
a lawsuit will likely increase as our size and market share
expand and as the number of products and competitors in our
market increase.
Employees
As of January 31, 2008, we had 276 employees
worldwide, including 37 employees in service and support,
104 employees in sales and marketing, 101 employees in
research and development, 11 employees in manufacturing and
23 employees in general administration. None of our
employees is represented by a labor union, and we consider
current employee relations to be good.
Risks
Related to Our Business and Industry
An investment in our common stock involves a high degree of
risk. You should carefully consider the risks and uncertainties
described below together with all of the other information
appearing elsewhere in this Annual Report on
Form 10-K,
including our consolidated financial statements and the related
notes, before deciding whether to purchase shares of our common
stock. Each of these risks could materially adversely affect our
business, operating results and financial condition. As a
result, the trading price of our common stock could decline and
you might lose all or part of your investment in our common
stock.
We
have a history of losses, and we may not maintain profitability
in the future.
We were profitable in each of the three month periods ended
October 31, 2007 and January 31, 2008. We had net
income of $2.0 million in fiscal 2008, but we had not been
profitable in any prior fiscal period. We experienced a net loss
of $14.0 million in fiscal 2006 and $8.0 million in
fiscal 2007. We expect to make significant additional
expenditures to facilitate the expansion of our business,
including expenditures in the areas of sales, research and
development, and customer service and support. Additionally, as
a public company, we expect to incur legal, accounting and other
expenses that are substantially higher than the expenses we
incurred as a private company. Furthermore, we may encounter
unforeseen issues that require us to incur additional costs. As
a result of these increased expenditures, we will have to
generate and sustain increased revenue to maintain
profitability. Accordingly, we may not be able to maintain
profitability and we may incur significant losses in the future.
Our
operating results may fluctuate significantly from quarter to
quarter and may fall below expectations in any particular fiscal
quarter, which could adversely affect the market price of our
common stock.
Our operating results are difficult to predict and may fluctuate
from quarter to quarter due to a variety of factors, many of
which are outside of our control. As a result, comparing our
operating results on a period-to-period basis may not be
meaningful, and you should not rely on our past results as an
indication of our future performance. If our revenue or
operating results fall below the expectations of investors or
any securities analysts that follow our company in any period,
the price of our common stock would likely decline.
Factors that may cause our operating results to fluctuate
include:
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the typical recording of a significant portion of our quarterly
sales in the final month of the quarter, whereby small delays in
completion of sales transactions could have a significant impact
on our operating results for that quarter;
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the relatively high average selling price of our products and
our dependence on a limited number of customers for a
substantial portion of our revenue in any quarterly period,
whereby the loss of or delay in a customer order could
significantly reduce our revenue for that quarter; for instance,
four customers each accounted for greater than 5% of our total
revenues during fiscal 2008 and our ten largest customers
accounted for approximately 48% of our revenues in fiscal 2008;
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the possibility of seasonality in demand for our products;
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the addition of new customers or the loss of existing customers;
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the rates at which customers purchase additional products or
additional capacity for existing products from us;
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changes in the mix of products and services sold;
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the rates at which customers renew their maintenance and support
contracts with us;
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our ability to enhance our products with new and better
functionality that meet customer requirements;
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the timing of recognizing revenue as a result of revenue
recognition rules, including due to the timing of delivery and
receipt of our products;
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the length of our product sales cycle;
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the productivity and growth of our salesforce;
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service interruptions with any of our single source suppliers or
manufacturing partners;
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changes in pricing by us or our competitors, or the need to
provide discounts to win business;
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the timing of our product releases or upgrades or similar
announcements by us or our competitors;
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the timing of investments in research and development related to
new product releases or upgrades;
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our ability to control costs, including operating expenses and
the costs of the components used in our products;
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volatility in our stock price, which may lead to higher stock
compensation expenses pursuant to Statement of Financial
Accounting Standards No. 123(R), Share-Based
Payment, or SFAS No. 123(R), which first became
effective for us in fiscal 2007 and requires that employee
stock-based compensation be measured based on fair value on
grant date and treated as an expense that is reflected in our
financial statements over the recipients service period;
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future accounting pronouncements and changes in accounting
policies;
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costs related to the acquisition and integration of companies,
assets or technologies;
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technology and intellectual property issues associated with our
products; and
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general economic trends, including changes in information
technology spending or geopolitical events such as war or
incidents of terrorism.
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Most of our operating expenses do not vary directly with revenue
and are difficult to adjust in the short term. As a result, if
revenue for a particular quarter is below our expectations, we
could not proportionately reduce operating expenses for that
quarter, and therefore this revenue shortfall would have a
disproportionate effect on our expected operating results for
that quarter.
Our
limited operating history and the emerging nature of the data
warehouse market make it difficult to evaluate our current
business and future prospects, and may increase the risk of your
investment.
Our company has only been in existence since August 2000. We
first began shipping products in February 2003 and much of our
growth has occurred in the past two fiscal years. Our limited
operating history and the nascent state of the data warehouse
market in which we operate makes it difficult to evaluate our
current business and our
12
future prospects. As a result, we cannot be certain that we will
sustain our growth or maintain profitability. We will encounter
risks and difficulties frequently experienced by early-stage
companies in rapidly-evolving industries. These risks include
the need to:
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attract new customers and maintain current customer
relationships;
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continue to develop and upgrade our data warehouse solutions;
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respond quickly and effectively to competitive pressures;
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offer competitive pricing or provide discounts to customers in
order to win business;
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manage our expanding operations;
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maintain adequate control over our expenses;
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maintain adequate internal controls and procedures;
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maintain our reputation, build trust with our customers and
further establish our brand; and
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identify, attract, retain and motivate qualified personnel.
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If we fail to successfully address these needs, our business,
operating results and financial condition may be adversely
affected.
We
depend on a single product family, the Netezza Performance
Server family, for all of our revenue, so we are particularly
vulnerable to any factors adversely affecting the sale of that
product family.
Our revenue is derived exclusively from sales and service of the
NPS product family, and we expect that this product family will
account for substantially all of our revenue for the foreseeable
future. If the data warehouse market declines or the Netezza
Performance Server fails to maintain or achieve greater market
acceptance, we will not be able to grow our revenues
sufficiently to maintain profitability.
If we
lose key personnel, or if we are unable to attract and retain
highly-qualified personnel on a cost-effective basis, it will be
more difficult for us to manage our business and to identify and
pursue growth opportunities.
Our success depends substantially on the performance of our key
senior management, technical, and sales and marketing personnel.
Each of our employees may terminate his or her relationship with
us at any time and the loss of the services of such persons
could have an adverse effect on our business. We rely on our
senior management to manage our existing business operations and
to identify and pursue new growth opportunities, and our ability
to develop and enhance our products requires talented hardware
and software engineers with specialized skills. In addition, our
success depends in significant part on maintaining and growing
an effective salesforce. We experience intense competition for
such personnel and we cannot ensure that we will successfully
attract, assimilate, or retain highly qualified managerial,
technical or sales and marketing personnel in the future.
If we
are unable to develop and introduce new products and
enhancements to existing products, if our new products and
enhancements to existing products do not achieve market
acceptance, or if we fail to manage product transitions, we may
fail to increase, or may lose, market share.
The market for our products is characterized by rapid
technological change, frequent new product introductions and
evolving industry standards. Our future growth depends on the
successful development and introduction of new products and
enhancements to existing products that achieve acceptance in the
market. Due to the complexity of our products, which include
integrated hardware and software components, any new products
and product enhancements would be subject to significant
technical risks that could impact our ability to introduce those
products and enhancements in a timely manner. In addition, such
new products or product enhancements may not achieve market
acceptance despite our expending significant resources to
develop them. If we are unable, for technological or other
reasons, to develop, introduce and enhance our products in a
timely manner in response to changing market conditions or
evolving customer requirements, or if these new products and
product enhancements
13
do not achieve market acceptance due to competitive or other
factors, our operating results and financial condition could be
adversely affected.
Product introductions and certain enhancements of existing
products by us in future periods may also reduce demand for our
existing products or could delay purchases by customers awaiting
arrival of our new products. As new or enhanced products are
introduced, we must successfully manage the transition from
older products in order to minimize disruption in
customers ordering patterns, avoid excessive levels of
older product inventories and ensure that sufficient supplies of
new products can be delivered in a timely manner to meet
customer demand.
We
face intense and growing competition from leading technology
companies as well as from emerging companies. Our inability to
compete effectively with any or all of these competitors could
impact our ability to achieve our anticipated market penetration
and achieve or sustain profitability.
The data warehouse market is highly competitive and we expect
competition to intensify in the future. This competition may
make it more difficult for us to sell our products, and may
result in increased pricing pressure, reduced profit margins,
increased sales and marketing expenses and failure to increase,
or the loss of, market share, any of which would likely
seriously harm our business, operating results and financial
condition.
Currently, our most significant competition includes companies
which typically sell several if not all elements of a data
warehouse environment as individual products, including database
software, servers, storage and professional services. These
competitors are often leaders in many of these segments
including EMC, Hewlett-Packard, IBM, Oracle, Sun Microsystems,
Sybase and Teradata. In addition, a large number of fast growing
companies have recently entered the market, many of them selling
integrated appliance offerings similar to our products.
Additionally, as the benefits of an appliance solution have
become evident in the marketplace, many of our larger
competitors have also begun to bundle their products into
appliance-like offerings that more directly compete with our
products. We also expect additional competition in the future
from new and existing companies with whom we do not currently
compete directly. As our industry evolves, our current and
potential competitors may establish cooperative relationships
among themselves or with third parties, including software and
hardware companies with whom we have partnerships and whose
products interoperate with our own, that could acquire
significant market share, which could adversely affect our
business. We also face competition from internally-developed
systems. Any of these competitive threats, alone or in
combination with others, could seriously harm our business,
operating results and financial condition.
Many of our competitors have greater market presence, longer
operating histories, stronger name recognition, larger customer
bases and significantly greater financial, technical, sales and
marketing, manufacturing, distribution and other resources than
we have. In addition, many of our competitors have broader
product and service offerings than we do. These companies may
attempt to use their greater resources to better position
themselves in the data warehouse market including by pricing
their products at a discount or bundling them with other
products and services in an attempt to rapidly gain market
share. Moreover, many of our competitors have more extensive
customer and partner relationships than we do, and may therefore
be in a better position to identify and respond to market
developments or changes in customer demands. Potential customers
may also prefer to purchase from their existing suppliers rather
than a new supplier regardless of product performance or
features. We cannot assure you that we will be able to compete
successfully against existing or new competitors.
Our
success depends on the continued recognition of the need for
business intelligence in the marketplace and on the adoption by
our customers of data warehouse appliances, often as
replacements for existing systems, to enable business
intelligence. If we fail to improve our products to further
drive this market migration as well as to successfully compete
with alternative approaches and products, our business would
suffer.
Due to the innovative nature of our products and the new
approaches to business intelligence that our products enable,
purchases of our products often involve the adoption of new
methods of database access and utilization on the part of our
customers. This may entail the acknowledgement of the benefits
conferred by business intelligence and the customer-wide
adoption of business intelligence analysis that makes the
benefits of our system particularly relevant. Business
intelligence solutions are still in their early stages of growth
and their continued adoption and
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growth in the marketplace remain uncertain. Additionally, our
appliance approach requires our customers to run their data
warehouses in new and innovative ways and often requires our
customers to replace their existing equipment and supplier
relationships, which they may be unwilling to do, especially in
light of the often critical nature of the components and systems
involved and the significant capital and other resources they
may have previously invested. Furthermore, purchases of our
products involve material changes to established purchasing
patterns and policies. Even if prospective customers recognize
the need for our products, they may not select our NPS solution
because they choose to wait for the introduction of products and
technologies that serve as a replacement or substitute for, or
represent an improvement over, our NPS solutions. Therefore, our
future success also depends on our ability to maintain our
leadership position in the data warehouse market and to
proactively address the needs of the market and our customers to
further drive the adoption of business intelligence and to
sustain our competitive advantage versus competing approaches to
business intelligence and alternate product offerings.
Claims
that we infringe or otherwise misuse the intellectual property
of others could subject us to significant liability and disrupt
our business, which could have a material adverse effect on our
business and operating results.
Our competitors protect their intellectual property rights by
means such as trade secrets, patents, copyrights and trademarks.
We have not conducted an independent review of patents issued to
third parties. Although we have not been involved in any
litigation related to intellectual property rights of others,
from time to time we receive letters from other parties
alleging, or inquiring about, breaches of their intellectual
property rights. We may in the future be sued for violations of
other parties intellectual property rights, and the risk
of such a lawsuit will likely increase as our size and the
number and scope of our products increase, as our geographic
presence and market share expand and as the number of
competitors in our market increases. Any such claims or
litigation could:
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be time-consuming and expensive to defend, whether meritorious
or not;
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cause shipment delays;
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divert the attention of our technical and managerial resources;
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require us to enter into royalty or licensing agreements with
third parties, which may not be available on terms that we deem
acceptable, if at all;
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prevent us from operating all or a portion of our business or
force us to redesign our products, which could be difficult and
expensive and may degrade the performance of our products;
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subject us to significant liability for damages or result in
significant settlement payments; and/or
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require us to indemnify our customers, distribution partners or
suppliers.
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Any of the foregoing could disrupt our business and have a
material adverse effect on our operating results and financial
condition.
Our
products must interoperate with our customers information
technology infrastructure, including customers software
applications, networks, servers and data-access protocols, and
if our products do not do so successfully, we may experience a
weakening demand for our products.
To be competitive in the market, our products must interoperate
with our customers information technology infrastructure,
including software applications, network infrastructure and
servers supplied by a variety of other vendors, many of whom are
competitors of ours. Our products currently interoperate with a
number of business intelligence and data-integration
applications provided by vendors including IBM and Oracle, among
others. When new or updated versions of these software
applications are introduced, we must sometimes develop updated
versions of our software that may require assistance from these
vendors to ensure that our products effectively interoperate
with these applications. If these vendors do not provide us with
assistance on a timely basis, or decide not to work with us for
competitive or other reasons, including due to consolidation
with our competitors, we may be unable to ensure such
interoperability. Additionally, our products interoperate with
servers, network infrastructure and software applications
predominantly through the use of data-access protocols. While
many of these protocols
15
are created and maintained by independent standards
organizations, some of these protocols that exist today or that
may be created in the future are, or could be, proprietary
technology and therefore require licensing the proprietary
protocols specifications from a third party or
implementing the protocol without specifications. Our
development efforts to provide interoperability with our
customers information technology infrastructures require
substantial capital investment and the devotion of substantial
employee resources. We may not accomplish these development
efforts quickly, cost-effectively or at all. If we fail for any
reason to maintain interoperability, we may experience a
weakening in demand for our products, which would adversely
affect our business, operating results and financial condition.
If we
fail to enhance our brand, our ability to expand our customer
base will be impaired and our operating results may
suffer.
We believe that developing and maintaining awareness of the
Netezza brand is critical to achieving widespread acceptance of
our products and is an important element in attracting new
customers and shortening our sales cycle. We expect the
importance of brand recognition to increase as competition
further develops in our market. Successful promotion of our
brand will depend largely on the effectiveness of our marketing
efforts and our ability to provide customers with reliable and
technically sophisticated products at competitive prices. If
customers do not perceive our products and services to be of
high value, our brand and reputation could be harmed, which
could adversely impact our financial results. Despite our best
efforts, our brand promotion efforts may not yield increased
revenue sufficient to offset the additional expenses incurred in
our brand-building efforts.
We may
not receive significant revenues from our current research and
development efforts for several years, if at all.
Investment in product development often involves a long payback
cycle. We have made and expect to continue making significant
investments in research and development and related product
opportunities. Accelerated product introductions and short
product life cycles require high levels of expenditures for
research and development that could adversely affect our
operating results if not offset by revenue increases. We believe
that we must continue to dedicate a significant amount of
resources to our research and development efforts to maintain
our competitive position. However, we do not expect to receive
significant revenues from these investments for several years,
if at all.
Our
sales cycles can be long and unpredictable, and our sales
efforts require considerable time and expense, which contribute
to the unpredictability and variability of our financial
performance and may adversely affect our
profitability.
The timing of our revenue is difficult to predict as we
experience extended sales cycles, due in part to our need to
educate our customers about our products and participate in
extended product evaluations and the high purchase price of our
products. In addition, product purchases are often subject to a
variety of customer considerations that may extend the length of
our sales cycle, including customers acceptance of our
approach to data warehouse management and their willingness to
replace their existing solutions and supplier relationships,
timing of their budget cycles and approval processes, budget
constraints, extended negotiations, and administrative,
processing and other delays, including those due to general
economic factors. As a result, our sales cycle extends to more
than nine months in most cases, and it is difficult to predict
when or if a sale to a potential customer will occur. All of
these factors can contribute to fluctuations in our quarterly
financial performance and increase the likelihood that our
operating results in a particular quarter will fall below
investor expectations. In addition, the provision of evaluation
units to customers may require significant investment in
inventory in advance of sales of these units, which sales may
not ultimately transpire.
If we are unsuccessful in closing sales after expending
significant resources, or if we experience delays for any of the
reasons discussed above, our future revenues and operating
expenses may be materially adversely affected.
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Our
company is growing rapidly and we may be unable to manage our
growth effectively.
Between January 31, 2005 and January 31, 2008, the
number of our employees increased from 140 to 276 and our
installed base of customers grew from 15 to 142. In addition,
during that time period our number of office locations has
increased from 3 to 13. We anticipate that further expansion of
our organization and operations will be required to achieve our
growth targets. Our rapid growth has placed, and is expected to
continue to place, a significant strain on our management and
operational infrastructure. Our failure to continue to enhance
our management personnel and policies and our operational and
financial systems and controls in response to our growth could
result in operating inefficiencies that could impair our
competitive position and would increase our costs more than we
had planned. If we are unable to manage our growth effectively,
our business, our reputation and our operating results and
financial condition will be adversely affected.
Our
ability to sell to U.S. federal government agencies is subject
to evolving laws and policies that could have a material adverse
effect on our growth prospects and operating results, and our
contracts with the U.S. federal government may impose
requirements that are unfavorable to us.
In fiscal 2008 and fiscal 2007, we derived approximately 3% and
5%, respectively, of our revenue from U.S. federal
government agencies. The demand for data warehouse products and
services by federal government agencies may be affected by laws
and policies that might restrict agencies collection,
processing, and sharing of certain categories of information.
Our ability to profitably sell products to government agencies
is also subject to changes in agency funding priorities and
contracting procedures and our ability to comply with applicable
government regulations and other requirements.
The restrictions on federal government data management include,
for example, the Privacy Act, which requires agencies to
publicize their collection and use of personal data and
implement procedures to provide individuals with access to that
information; the Federal Information Security Management Act,
which requires agencies to develop comprehensive data privacy
and security measures that may increase the cost of maintaining
certain data; and the
E-government
Act, which requires agencies to conduct privacy assessments
before acquiring certain information technology products or
services and before initiating the collection of personal
information or the aggregation of existing databases of personal
information. These restrictions, any future restrictions, and
public or political pressure to constrain the governments
collection and processing of personal information may adversely
affect the governments demand for our products and
services and could have a material adverse effect on our growth
prospects and operating results.
Federal agency funding for information technology programs is
subject to annual appropriations established by Congress and
spending plans adopted by individual agencies. Accordingly,
government purchasing commitments normally last no longer than
one year. The amounts of available funding in any year may be
reduced to reflect budgetary constraints, economic conditions,
or competing priorities for federal funding. Constraints on
federal funding for information technology could harm our
ability to sell products to government agencies, causing
fluctuations in our revenues from this segment from period to
period and resulting in a weakening of our growth prospects,
operating results and financial condition.
Our contracts with government agencies may subject us to certain
risks and give the government rights and remedies not typically
found in commercial contracts, including rights that allow the
government to, for example:
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terminate contracts for convenience at any time without cause;
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obtain detailed cost or pricing information;
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receive most favored customer pricing;
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perform routine audits;
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impose equal employment and hiring standards;
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require products to be manufactured in specified countries;
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restrict
non-U.S. ownership
or investment in our company; and
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pursue administrative, civil or criminal remedies for
contractual violations.
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Moreover, some of our contracts allow the government to use, or
permit others to use, patented inventions that we developed
under those contracts, and to place conditions on our right to
retain title to such inventions. Likewise, some of our
government contracts allow the government to use or disclose
software or technical data that we develop or deliver under the
contract without constraining subsequent uses of those data.
Third parties authorized by the government to use our patents,
software and technical data may emerge as alternative sources
for the products and services we offer to the government and may
enable the government to negotiate lower prices for our products
and services. If we fail to assert available protections for our
patents, software, and technical data, our ability to control
the use of our intellectual property may be compromised, which
may benefit our competitors, reduce the prices we can obtain for
our products and services, and harm our financial condition.
Our
international operations are subject to additional risks that we
do not face in the United States, which could have an adverse
effect on our operating results.
In fiscal 2008 and fiscal 2007, we derived approximately 20% and
24%, respectively, of our revenue from customers based outside
the United States, and we currently have sales personnel in six
different foreign countries. We expect our revenue and
operations outside the United States will continue to expand in
the future. Our international operations are subject to a
variety of risks that we do not face in the United States,
including:
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difficulties in staffing and managing our foreign offices and
the increased travel, infrastructure and legal and compliance
costs associated with multiple international locations;
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general economic conditions in the countries in which we
operate, including seasonal reductions in business activity in
the summer months in Europe, during Lunar New Year in parts of
Asia and in other periods in various individual countries;
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longer payment cycles for sales in foreign countries and
difficulties in enforcing contracts and collecting accounts
receivable;
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additional withholding taxes or other taxes on our foreign
income, and tariffs or other restrictions on foreign trade or
investment;
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imposition of, or unexpected adverse changes in, foreign laws or
regulatory requirements, many of which differ from those in the
United States;
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increased length of time for shipping and acceptance of our
products;
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difficulties in repatriating overseas earnings;
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increased exposure to foreign currency exchange rate risk;
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reduced protection for intellectual property rights in some
countries;
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costs and delays associated with developing products in multiple
languages; and
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political unrest, war, incidents of terrorism, or responses to
such events.
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Our overall success in international markets depends, in part,
on our ability to succeed in differing legal, regulatory,
economic, social and political conditions. We may not be
successful in developing and implementing policies and
strategies that will be effective in managing these risks in
each country where we do business. Our failure to manage these
risks successfully could harm our international operations,
reduce our international sales and increase our costs, thus
adversely affecting our business, operating results and
financial condition.
Our
future revenue growth will depend in part on our ability to
further develop our indirect sales channel, and our inability to
effectively do so will impair our ability to grow our revenues
as we anticipate.
Our future revenue growth will depend in part on the continued
development of our indirect sales channel to complement our
direct salesforce. Our indirect sales channel includes
resellers, systems integration firms and analytic service
providers. In fiscal 2008 and fiscal 2007, we derived
approximately 14% and 17%, respectively, of our revenue from our
indirect sales channel. We plan to continue to invest in our
indirect sales channel by expanding
18
upon and developing new relationships with resellers, systems
integration firms and analytic service providers. While the
development of our indirect sales channel is a priority for us,
we cannot predict the extent to which we will be able to attract
and retain financially stable, motivated indirect channel
partners. Additionally, due in part to the complexity and
innovative nature of our products, our channel partners may not
be successful in marketing and selling our products. Our
indirect sales channel may be adversely affected by disruptions
in relationships between our channel partners and their
customers, as well as by competition between our channel
partners or between our channel partners and our direct
salesforce. In addition our reputation could suffer as a result
of the conduct and manner of marketing and sales by our channel
partners. Our agreements with our channel partners are generally
not exclusive and may be terminated without cause. If we fail to
effectively develop and manage our indirect channel for any of
these reasons, we may have difficulty attaining our growth
targets.
Our
ability to sell our products and retain customers is highly
dependent on the quality of our maintenance and support services
offerings, and our failure to offer high-quality maintenance and
support could have a material adverse effect on our operating
results.
Most of our customers purchase maintenance and support services
from us, which represents a significant portion of our revenue
(approximately 19% of our revenue in both fiscal 2008 and fiscal
2007). Customer satisfaction with our maintenance and support
services is critical for the successful marketing and sale of
our products and the success of our business. In addition to our
support staff and installation and technical account management
teams, we have developed service relationships with third
parties to provide
on-site
hardware service to our customers. Although we believe these
third parties and any other third-party service provider we
utilize in the future will offer a high level of service
consistent with our internal customer support services, we
cannot assure you that they will continue to devote the
resources necessary to provide our customers with effective
technical support. In addition, if we are unable to renew our
service agreements with these third parties we utilize in the
future or such agreements are terminated, we may be unable to
establish alternative relationships on a timely basis or on
terms acceptable to us, if at all. If we or our service partners
are unable to provide effective maintenance and support
services, it could adversely affect our ability to sell our
products and harm our reputation with current and potential
customers.
Our
products are highly technical and may contain undetected
software or hardware defects, which could cause data
unavailability, loss or corruption that might result in
liability to our customers and harm to our reputation and
business.
Our products are highly technical and complex and are often used
to store and manage data critical to our customers
business operations. Our products may contain undetected errors,
defects or security vulnerabilities that could result in data
unavailability, loss or corruption or other harm to our
customers. Some errors in our products may only be discovered
after the products have been installed and used by customers.
Any errors, defects or security vulnerabilities discovered in
our products after commercial release or that are caused by
another vendors products with which we interoperate but
are nevertheless attributed to us by our customers, as well as
any computer virus or human error on the part of our customer
support or other personnel, that result in a customers
data being misappropriated, unavailable, lost or corrupted could
have significant adverse consequences, including:
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loss of customers;
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negative publicity and damage to our reputation;
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diversion of our engineering, customer service and other
resources;
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increased service and warranty costs; and
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loss or delay in revenue or market acceptance of our products.
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Any of these events could adversely affect our business,
operating results and financial condition. In addition, there is
a possibility that we could face claims for product liability,
tort or breach of warranty, including claims from both our
customers and our distribution partners. The cost of defending
such a lawsuit, regardless of its merit, could be substantial
and could divert managements attention from ongoing
operations of the company. In addition, if our business
liability insurance coverage proves inadequate with respect to a
claim or future coverage is unavailable on
19
acceptable terms or at all we may be liable for payment of
substantial damages. Any or all of these potential consequences
could have an adverse impact on our operating results and
financial condition.
It is
difficult to predict our future capital needs and we may be
unable to obtain additional financing that we may need, which
could have a material adverse effect on our business, operating
results and financial condition.
We believe that our current balance of cash, cash equivalents
and investments, together with cash expected to be generated
from operations, will be sufficient to fund our projected
operating requirements, including anticipated capital
expenditures, for the foreseeable future. However, we may need
to raise additional funds if we are presented with unforeseen
circumstances or opportunities in order to, among other things:
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develop or enhance our products;
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support additional capital expenditures;
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respond to competitive pressures;
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fund operating losses in future periods; or
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take advantage of acquisition or expansion opportunities.
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Any required additional financing may not be available on terms
acceptable to us, or at all. If we raise additional funds by
issuing equity securities, you may experience significant
dilution of your ownership interest, and the newly issued
securities may have rights senior to those of the holders of our
common stock. If we raise additional funds by obtaining loans
from third parties, the terms of those financing arrangements
may include negative covenants or other restrictions on our
business that could impair our operational flexibility and would
also require us to fund additional interest expense, which would
harm our profitability. Holders of debt would also have rights,
preferences or privileges senior to those of holders of our
common stock.
A
substantial portion of our long-term marketable securities is
invested in highly rated auction rate securities. Failures in
these auctions may affect our liquidity.
A substantial percentage of our marketable securities portfolio
is invested in highly rated securities collateralized by student
loans with approximately 95% of such collateral in the aggregate
being guaranteed by the United States government. Auction rate
securities are securities that are structured to allow for
short-term interest rate resets but with contractual maturities
that can be well in excess of ten years. At the end of each
reset period, which typically occurs every 28 days,
investors can sell or continue to hold the securities at par.
During February, March and April 2008, due to current market
conditions, the auction process for certain of our auction rate
securities failed. Such failures resulted in the interest rates
on these investments resetting to predetermined rates in
accordance with their underlying loan agreements. These interest
rates were in some instances, lower than the current market rate
of interest. In the event we need to liquidate our investments
in these types of securities, we will not be able to do so until
a future auction on these investments is successful, the issuer
redeems the outstanding securities, a buyer is found outside the
auction process, the securities mature, or there is a default
requiring immediate repayment from the issuer. In the future,
should the auction rate securities we hold be subject to
additional auction failures
and/or we
determine that the decline in value of auction rate securities
are other than temporary, we would recognize a loss in our
consolidated statement of operations, which could be material.
In addition, any future failed auctions may adversely impact the
liquidity of our investments. Furthermore, if one or more
issuers of the auction rate securities held in our portfolio are
unable to successfully close future auctions and their credit
ratings deteriorate, we may be required to adjust the carrying
value of these investments through an impairment charge, which
could be material.
If we
are unable to protect our intellectual property rights, our
competitive position could be harmed or we could be required to
incur significant expenses to enforce our rights.
Our success is dependent in part on obtaining, maintaining and
enforcing our intellectual property and other proprietary
rights. We rely on a combination of trade secret, patent,
copyright and trademark laws and contractual provisions with
employees and third parties, all of which offer only limited
protection. Despite our efforts to protect
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our intellectual property and proprietary information, we may
not be successful in doing so, for several reasons. We cannot be
certain that our pending patent applications will result in the
issuance of patents or whether the examination process will
require us to narrow our claims. Even if patents are issued to
us, they may be contested, or our competitors may be able to
develop similar or superior technologies without infringing our
patents.
Although we enter into confidentiality, assignments of
proprietary rights and license agreements, as appropriate, with
our employees and third parties, including our contract
engineering firm, and generally control access to and
distribution of our technologies, documentation and other
proprietary information, we cannot be certain that the steps we
take to prevent unauthorized use of our intellectual property
rights are sufficient to prevent their misappropriation,
particularly in foreign countries where laws or law enforcement
practices may not protect our intellectual property rights as
fully as in the United States.
Even in those instances where we have determined that another
party is breaching our intellectual property and other
proprietary rights, enforcing our legal rights with respect to
such breach may be expensive and difficult. We may need to
engage in litigation to enforce or defend our intellectual
property and other proprietary rights, which could result in
substantial costs and diversion of management resources.
Further, many of our current and potential competitors are
substantially larger than we are and have the ability to
dedicate substantially greater resources to defending any claims
by us that they have breached our intellectual property rights.
Our
products may be subject to open source licenses, which may
restrict how we use or distribute our solutions or require that
we release the source code of certain technologies subject to
those licenses.
Some of our proprietary technologies incorporate open source
software. For example, the open source database drivers that we
use may be subject to an open source license. The GNU General
Public License and other open source licenses typically require
that source code subject to the license be released or made
available to the public. Such open source licenses typically
mandate that proprietary software, when combined in specific
ways with open source software, become subject to the open
source license. We take steps to ensure that our proprietary
software is not combined with, or does not incorporate, open
source software in ways that would require our proprietary
software to be subject to an open source license. However, few
courts have interpreted the open source licenses, and the manner
in which these licenses may be interpreted and enforced is
therefore subject to uncertainty. If these licenses were to be
interpreted in a manner different than we interpret them, we may
find ourselves in violation of such licenses. While our customer
contracts prohibit the use of our technology in any way that
would cause it to violate an open source license, our customers
could, in violation of our agreement, use our technology in a
manner prohibited by an open source license.
In addition, we rely on multiple software engineers to design
our proprietary products and technologies. Although we take
steps to ensure that our engineers do not include open source
software in the products and technologies they design, we may
not exercise complete control over the development efforts of
our engineers and we cannot be certain that they have not
incorporated open source software into our proprietary
technologies. In the event that portions of our proprietary
technology are determined to be subject to an open source
license, we might be required to publicly release the affected
portions of our source code, which could reduce or eliminate our
ability to commercialize our products.
We may
engage in future acquisitions that could disrupt our business,
cause dilution to our stockholders, reduce our financial
resources and result in increased expenses.
In the future, we may acquire companies, assets or technologies
in an effort to complement our existing offerings or enhance our
market position. We have not made any acquisitions to date. Any
future acquisitions we make could subject us to a number of
risks, including:
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the purchase price we pay could significantly deplete our cash
reserves, impair our future operating flexibility or result in
dilution to our existing stockholders;
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we may find that the acquired company, assets or technology do
not further improve our financial and strategic position as
planned;
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we may find that we overpaid for the company, asset or
technology, or that the economic conditions underlying our
acquisition have changed;
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we may have difficulty integrating the operations and personnel
of the acquired company;
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we may have difficulty retaining the employees with the
technical skills needed to enhance and provide services with
respect to the acquired assets or technologies;
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the acquisition may be viewed negatively by customers, financial
markets or investors;
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we may have difficulty incorporating the acquired technologies
or products with our existing product lines;
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we may encounter difficulty entering and competing in new
product or geographic markets;
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we may encounter a competitive response, including price
competition or intellectual property litigation;
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we may have product liability, customer liability or
intellectual property liability associated with the sale of the
acquired companys products;
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we may be subject to litigation by terminated employees or third
parties;
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we may incur debt, one-time write-offs, such as acquired
in-process research and development costs, and restructuring
charges;
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we may acquire goodwill and other intangible assets that are
subject to impairment tests, which could result in future
impairment charges;
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our ongoing business and managements attention may be
disrupted or diverted by transition or integration issues and
the complexity of managing geographically or culturally diverse
enterprises; and
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our due diligence process may fail to identify significant
existing issues with the target companys product quality,
product architecture, financial disclosures, accounting
practices, internal controls, legal contingencies, intellectual
property and other matters.
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These factors could have a material adverse effect on our
business, operating results and financial condition.
From time to time, we may enter into negotiations for
acquisitions or investments that are not ultimately consummated.
Such negotiations could result in significant diversion of
management time, as well as substantial out-of-pocket costs, any
of which could have a material adverse effect on our business,
operating results and financial condition.
We
currently rely on a single contract manufacturer to assemble our
products, and our failure to manage our relationship with our
contract manufacturer successfully could negatively impact our
ability to sell our products.
We currently rely on a single contract manufacturer, Sanmina-SCI
Corporation (Sanmina), to assemble our products,
manage our supply chain and participate in negotiations
regarding component costs. While we believe that our use of
Sanmina provides benefits to our business, our reliance on
Sanmina reduces our control over the assembly process, exposing
us to risks, including reduced control over quality assurance,
production costs and product supply. These risks could become
more acute if we are successful in our efforts to increase
revenue. If we fail to manage our relationship with Sanmina
effectively, or if Sanmina experiences delays, disruptions,
capacity constraints or quality control problems in its
operations, our ability to ship products to our customers could
be impaired and our competitive position and reputation could be
harmed. In addition, we are required to provide forecasts to
Sanmina regarding product demand and production levels. If we
inaccurately forecast demand for our products, we may have
excess or inadequate inventory or incur cancellation charges or
penalties, which could adversely impact our operating results
and financial condition.
Additionally, Sanmina can terminate our agreement for any reason
upon 90 days notice or for cause upon
30 days notice. If we are required to change contract
manufacturers or assume internal manufacturing operations due to
any termination of the agreement with Sanmina, we may lose
revenue, experience manufacturing delays,
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incur increased costs or otherwise damage our customer
relationships. We cannot assure you that we will be able to
establish an alternative manufacturing relationship on
acceptable terms or at all.
We
depend on a continued supply of components for our products from
third-party suppliers, and if shortages of these components
arise, we may not be able to secure enough components to build
new products to meet customer demand or we may be forced to pay
higher prices for these components.
We rely on a limited number of suppliers for several key
components utilized in the assembly of our products, including
disk drives and microprocessors. Although in many cases we use
standard components for our products, some of these components
may only be purchased or may only be available from a single
supplier. In addition, we maintain relatively low inventory and
acquire components only as needed, and neither we nor our
contract manufacturer enter into long-term supply contracts for
these components and none of our third-party suppliers is
obligated to supply products to us for any specific period or in
any specific quantities, except as may be provided in a
particular purchase order. Our industry has experienced
component shortages and delivery delays in the past, and we may
experience shortages or delays of critical components in the
future as a result of strong demand in the industry or other
factors. If shortages or delays arise, we may be unable to ship
our products to our customers on time, or at all, and increased
costs for these components that we could not pass on to our
customers would negatively impact our operating margins. For
example, new generations of disk drives are often in short
supply, which may limit our ability to procure these disk
drives. In addition, disk drives represent a significant portion
of our cost of revenue, and the price of various kinds of disk
drives is subject to substantial volatility in the market. Many
of the other components required to build our systems are also
occasionally in short supply. Therefore, we may not be able to
secure enough components at reasonable prices or of acceptable
quality to build new products, resulting in an inability to meet
customer demand or our own operating goals, which could
adversely affect our customer relationships, business, operating
results and financial condition.
We
currently rely on a contract engineering firm for quality
assurance and product integration engineering.
In addition to our internal research and development staff, we
have contracted with Persistent Systems Pvt. Ltd. located in
Pune, India, to employ a dedicated team of over 60 engineers
focused on quality assurance and product integration
engineering. Persistent Systems can terminate our agreement for
any reason upon 15 days notice. If we were required
to change our contract engineering firm, including due to a
termination of the agreement with Persistent Systems, we may
experience delays, incur increased costs or otherwise damage our
customer relationships. We cannot assure you that we will be
able to establish an alternative contract engineering firm
relationship on acceptable terms or at all.
Future
interpretations of existing accounting standards could adversely
affect our operating results.
Generally Accepted Accounting Principles in the United States,
or GAAP, are subject to interpretation by the Financial
Accounting Standards Board, or FASB, the American Institute of
Certified Public Accountants, or AICPA, the SEC and various
other bodies formed to promulgate and interpret appropriate
accounting principles. A change in these principles or
interpretations could have a significant effect on our reported
operating results, and they could affect the reporting of
transactions completed before the announcement of a change. For
example, we recognize our product revenue in accordance with
AICPA Statement of Position, or
SOP 97-2,
Software Revenue Recognition, and related amendments and
interpretations contained in
SOP 98-9,
Software Revenue Recognition with Respect to Certain
Transactions. The AICPA and its Software Revenue Recognition
Task Force continue to issue interpretations and guidance for
applying the relevant accounting standards to a wide range of
sales contract terms and business arrangements that are
prevalent in software licensing arrangements and arrangements
for the sale of hardware products that contain more than an
insignificant amount of software. Future interpretations of
existing accounting standards, including
SOP 97-2
and
SOP 98-9,
or changes in our business practices could result in delays in
our recognition of revenue that may have a material adverse
effect on our operating results. For example, we may in the
future have to defer recognition of revenue for a transaction
that involves:
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undelivered elements for which we do not have vendor-specific
objective evidence of fair value;
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23
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requirements that we deliver services for significant
enhancements and modifications to customize our software for a
particular customer; or
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material acceptance criteria.
|
Because of these factors and other specific requirements under
GAAP for recognition of software revenue, we must include
specific terms in customer contracts in order to recognize
revenue when we initially deliver products or perform services.
Negotiation of such terms could extend our sales cycle, and,
under some circumstances, we may accept terms and conditions
that do not permit revenue recognition at the time of delivery.
If we
fail to maintain an effective system of internal controls, we
might not be able to report our financial results accurately or
prevent fraud; in that case, our stockholders could lose
confidence in our financial reporting, which could negatively
impact the price of our stock.
Effective internal controls are necessary for us to provide
reliable financial reports and prevent fraud. In addition,
Section 404 of the Sarbanes-Oxley Act of 2002 will require
us to evaluate and report on our internal control over financial
reporting and have our independent registered public accounting
firm audit our internal control over financial reporting
beginning with our Annual Report on
Form 10-K
for the year ending January 31, 2009. We are in the process
of preparing and implementing an internal plan of action for
compliance with Section 404 and strengthening and testing
our system of internal controls to provide the basis for our
report. The process of implementing our internal controls and
complying with Section 404 will be expensive and time
consuming, and will require significant attention of management.
We cannot be certain that these measures will ensure that we
implement and maintain adequate controls over our financial
processes and reporting in the future. Even if we conclude, and
our independent registered public accounting firm concurs, that
our internal control over financial reporting provides
reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for
external purposes in accordance with generally accepted
accounting principles, because of its inherent limitations,
internal control over financial reporting may not prevent or
detect fraud or misstatements. Failure to implement required new
or improved controls, or difficulties encountered in their
implementation, could harm our operating results or cause us to
fail to meet our reporting obligations. If we or our independent
registered public accounting firm discover a material weakness
in our internal control, the disclosure of that fact, even if
quickly remedied, could reduce the markets confidence in
our financial statements and harm our stock price. In addition,
a delay in compliance with Section 404 could subject us to
a variety of administrative sanctions, including ineligibility
for short form registration, action by the SEC, the suspension
or delisting of our common stock from NYSE Arca and the
inability of registered broker-dealers to make a market in our
common stock, which would further reduce our stock price and
could harm our business.
We are
subject to governmental export controls that could impair our
ability to compete in international markets.
Our products are subject to U.S. export controls and may be
exported outside the United States only with the required level
of export license or through an export license exception.
Changes in our products or changes in export regulations may
create delays in the introduction of our products in
international markets, prevent our customers with international
operations from deploying our products throughout their global
systems or, in some cases, prevent the export of our products to
certain countries altogether. Any change in export regulations
or related legislation, shift in approach to the enforcement or
scope of existing regulations or change in the countries,
persons or technologies targeted by these regulations could
result in decreased use of our products by, or in our decreased
ability to export or sell our products to, existing or potential
customers with international operations.
Adverse
changes in economic conditions and reduced information
technology spending may negatively impact our
business.
Our business depends on the overall demand for information
technology and on the economic health of our current and
prospective customers and the geographic regions in which we
operate. In addition, the purchase of our products is often
discretionary and may involve a significant commitment of
capital and other resources. As a result,
24
weak economic conditions or a reduction in information
technology spending could adversely impact demand for our
products and therefore our business, operating results and
financial condition.
Risks
Related to our Common Stock
The
trading price of our common stock is likely to be
volatile.
The trading price of our common stock will be susceptible to
fluctuations in the market due to numerous factors, many of
which may be beyond our control, including:
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changes in operating performance and stock market valuations of
other technology companies generally or those that sell data
warehouse solutions in particular;
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actual or anticipated fluctuations in our operating results;
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the financial guidance that we may provide to the public, any
changes in such guidance, or our failure to meet such guidance;
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changes in financial estimates by securities analysts, our
failure to meet such estimates, or failure of analysts to
initiate or maintain coverage of our stock;
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the publics response to our press releases or other public
announcements by us, including our filings with the SEC;
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announcements by us or our competitors of significant technical
innovations, customer wins or losses, acquisitions, strategic
partnerships, joint ventures or capital commitments;
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introduction of technologies or product enhancements that reduce
the need for our products;
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the loss of key personnel;
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the development and sustainability of an active trading market
for our common stock;
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lawsuits threatened or filed against us;
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future sales of our common stock by our officers or
directors; and
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other events or factors affecting the economy generally,
including those resulting from political unrest, war, incidents
of terrorism or responses to such events.
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The trading price of our common stock might also decline in
reaction to events that affect other companies in our industry
even if these events do not directly affect us.
Some companies that have had volatile market prices for their
securities have had securities class actions filed against them.
If a suit were filed against us, regardless of its merits or
outcome, it would likely result in substantial costs and divert
managements attention and resources. This could have a
material adverse effect on our business, operating results and
financial condition.
Future
sales of shares by existing stockholders could cause our stock
price to decline.
Since the expiration of contractual
lock-up
agreements with most of our stockholders in January 2008, most
of our stockholders have an opportunity to sell their common
stock for the first time. Sales by our existing stockholders of
a substantial number of shares of common stock in the public
market, or the threat that substantial sales might occur, could
cause the market price of the common stock to decrease
significantly. These factors could also make it difficult for us
to raise additional capital by selling our common stock.
If
securities or industry analysts do not publish research or
publish unfavorable research about our business, our stock price
and trading volume could decline.
The trading market for our common stock depends in part on any
research reports that securities or industry analysts publish
about us or our business. In the event securities or industry
analysts cover our company and one or more of these analysts
downgrade our stock or publish unfavorable reports about our
business, our stock price would
25
likely decline. In addition, if any securities or industry
analysts cease coverage of our company or fail to publish
reports on us regularly, demand for our stock could decrease,
which could cause our stock price and trading volume to decline.
Provisions
in our certificate of incorporation and by-laws and Delaware law
might discourage, delay or prevent a change in control of our
company or changes in our management and, therefore, may
negatively impact the trading price of our common
stock.
Provisions of our certificate of incorporation and our by-laws
may discourage, delay or prevent a merger, acquisition or other
change in control that stockholders may consider favorable,
including transactions in which you might otherwise receive a
premium for your shares of our common stock. These provisions
may also prevent or frustrate attempts by our stockholders to
replace or remove our management. These provisions:
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establish a classified board of directors so that not all
members of our board are elected at one time;
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provide that directors may only be removed for cause;
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authorize the issuance of blank check preferred
stock that our board of directors could issue to increase the
number of outstanding shares and to discourage a takeover
attempt;
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eliminate the ability of our stockholders to call special
meetings of stockholders;
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prohibit stockholder action by written consent, which has the
effect of requiring all stockholder actions to be taken at a
meeting of stockholders;
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provide that the board of directors is expressly authorized to
make, alter or repeal our by-laws; and
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establish advance notice requirements for nominations for
election to our board of directors or for proposing matters that
can be acted upon by stockholders at stockholder meetings.
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In addition, Section 203 of the Delaware General
Corporation Law may discourage, delay or prevent a change in
control of our company by prohibiting stockholders owning in
excess of 15% of our outstanding voting stock from merging or
combining with us during a specified period unless certain
approvals are obtained.
Insiders
own a significant portion of our outstanding common stock and
will therefore have substantial control over us and will be able
to influence corporate matters.
Our executive officers, directors and their affiliates
beneficially own, in the aggregate, approximately 31% of our
outstanding common stock. As a result, our executive officers,
directors and their affiliates are able to exercise significant
influence over all matters requiring stockholder approval,
including the election of directors and approval of significant
corporate transactions, such as a merger or other sale of our
company or its assets. This concentration of ownership could
limit your ability to influence corporate matters and may have
the effect of delaying or preventing another party from
acquiring control over us.
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ITEM 1B.
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UNRESOLVED
STAFF COMMENTS
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None.
Our principal administrative, sales, marketing, customer support
and research and development facility is located at our
headquarters in Framingham, Massachusetts. We currently occupy
approximately 52,000 square feet of office space in the
Framingham facility under the terms of an operating lease
expiring in May 2008. In January 2008, we entered into an
operating lease for our future headquarters location in
Marlborough, Massachusetts which we plan to occupy in May 2008.
The new lease is for approximately 59,000 square feet of
office space and will expire in August 2015. We believe that the
new facility will be adequate to meet our needs. We also have
leased sales or support offices in various locations throughout
the United States, as well as in Canada, the United Kingdom,
Australia, Japan and Korea. We believe that suitable additional
or alternative facilities will be available as needed on
26
commercially reasonable terms. For information concerning our
obligations under all operating leases, see Note 15 in the
Notes to our Consolidated Financial Statements contained in
Item 8 of this Annual Report on
Form 10-K.
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ITEM 3.
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LEGAL
PROCEEDINGS
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Not applicable.
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ITEM 4.
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SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
|
Not applicable.
PART II
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ITEM 5.
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MARKET
FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
|
Market
Information for Common Stock
Our common stock has traded on NYSE Arca under the symbol
NZ since our initial public offering on
July 19, 2007. Prior to our initial public offering, there
was no public market for our common stock. The following table
presents the high and low closing per share prices of Netezza
common stock on NYSE Arca during the fiscal quarters indicated.
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High
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Low
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Second fiscal quarter ended July 31, 2007 (from
July 19, 2007)
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$
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17.39
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$
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15.00
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Third fiscal quarter ended October, 31, 2007
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$
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15.95
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$
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11.25
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Fourth fiscal quarter ended January 31, 2008
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$
|
14.81
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$
|
9.45
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The last reported sale price for our common stock on NYSE Arca
was $10.00 per share on April 15, 2008.
Stockholders
As of April 15, 2008, there were 134 holders of record
of our common stock.
Dividend
Policy
We have never declared or paid any cash dividends on our capital
stock and do not expect to pay any cash dividends for the
foreseeable future. We intend to use future earnings, if any, in
the operation and expansion of our business. Payment of future
cash dividends, if any, will be at the discretion of our board
of directors after taking into account various factors,
including our financial condition, recent and expected operating
results, and current and anticipated cash needs.
27
Comparative
Stock Performance Graph
The following graph compares the relative performance of our
common stock, the Standard & Poors 500 Stock
Index and the Standard & Poors Information
Technology Index. This graph covers the period from
July 19, 2007 (date of our initial public offering) through
January 31, 2008.
COMPARISON
OF CUMULATIVE TOTAL RETURN
Months Ending
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Base
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Period
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Company/Index
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7/19/07
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7/31/07
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8/31/07
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9/30/07
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10/31/07
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11/30/07
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12/31/07
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1/31/08
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Netezza Corporation
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100
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87.69
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80.51
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71.94
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79.07
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76.02
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79.36
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56.70
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S&P 500 Index
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100
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93.70
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|
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95.11
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98.66
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100.23
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96.04
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95.38
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89.66
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S&P Information Technology Index
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100
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93.83
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96.53
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100.19
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107.34
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98.77
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|
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100.27
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|
|
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87.74
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Recent
Sales of Unregistered Securities
With the exception of the transactions described below, all
sales of unregistered securities made by us during the fiscal
year ended January 31, 2008 have been previously disclosed
on our Quarterly Reports on
Form 10-Q.
During the period from February 1, 2007 through
April 30, 2007, we granted stock options to purchase an
aggregate of 1,875,248 shares of common stock to our
employees and directors under our 2000 Stock Incentive Plan at
an exercise price of $6.70 per share and we issued
414,179 shares of common stock to employees pursuant to the
exercise of stock options for cash consideration with aggregate
exercise proceeds of approximately $279,000. These issuances
were undertaken in reliance upon the exemptions from
registration provided by Rule 701 or Section 4(2) of
the Securities Act of 1933, as amended, and appropriate legends
were affixed to the share certificates issued in these
transactions. All recipients had adequate access, through their
relationships with us, to information about us.
On July 20, 2007, prior to the closing of our initial
public offering, we issued an aggregate of 54,378 shares of
our Series D preferred stock upon the cashless exercise of
outstanding warrants to purchase 125,490 shares of our
Seried D preferred stock. For this issuance, we relied on the
exemption provided by Section 4(2) of the Securities Act of
1933, as amended. On July 24, 2007, such shares of
Series D preferred stock were automatically converted into
27,189 shares of our common stock in connection with the
closing of our initial public offering.
28
On January 7, 2008, we issued 51,905 shares of our
common stock upon the cashless exercise of warrants originally
exercisable for 80,000 shares of our Series A
preferred stock and 36,000 shares of our Series B
preferred stock, respectively, which warrants had been converted
to common stock warrants upon the closing of our initial public
offering. For this issuance, we relied on the exemption provided
by Section 4(2) of the Securities Act of 1933, as amended.
Use of
Proceeds from Public Offering of Common Stock
In July 2007, we completed an initial public offering of common
stock pursuant to a Registration Statement on
Form S-1
(Registration
No. 333-141522),
which was declared effective by the SEC on July 18, 2007,
selling 10,350,000 shares of common stock at an offering
price of $12.00 per share, raising proceeds of approximately
$113.0 million, net of underwriting discounts and expenses.
We used $14.6 million of the net proceeds to repay all of
our outstanding debt and interest. During the quarter ended
January 31, 2008, we used an additional $37.6 million
of the net proceeds to fund our cost of goods sold and operating
expenses. We have invested the remaining net proceeds in cash
and cash equivalents, primarily money-market mutual funds, and
corporate debt securities, U.S. treasury and government
agency securities, commercial paper, and auction rate securities
which we have classified as available-for-sale investments.
Purchases
of Equity Securities by the Issuer and Affiliated
Purchasers
Not applicable.
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ITEM 6.
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SELECTED
FINANCIAL DATA
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The selected financial data set forth below should be read in
conjunction with the audited consolidated financial statements
and related notes thereto included in Part II, Item 8
and Managements Discussion and Analysis of Financial
Condition and Results of Operation in Part II, Item 7
of this Annual Report on
Form 10-K.
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Fiscal Year Ended January 31,
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2008
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2007
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2006
|
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2005
|
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2004
|
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(In thousands, except share and per share amounts)
|
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Summary of Operations:
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Revenue
|
|
$
|
126,686
|
|
|
$
|
79,621
|
|
|
$
|
53,851
|
|
|
$
|
36,029
|
|
|
$
|
13,633
|
|
Operating income (loss)
|
|
|
403
|
|
|
|
(8,251
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)
|
|
|
(14,034
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)
|
|
|
(3,134
|
)
|
|
|
(9,807
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)
|
Income (loss) before cumulative effect of change in accounting
principle and accretion to preferred stock
|
|
|
1,994
|
|
|
|
(7,975
|
)
|
|
|
(13,807
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)
|
|
|
(3,014
|
)
|
|
|
(9,952
|
)
|
Accretion to preferred stock
|
|
|
(2,853
|
)
|
|
|
(5,931
|
)
|
|
|
(5,797
|
)
|
|
|
(4,096
|
)
|
|
|
(3,877
|
)
|
Net loss attributable to common shareholders
|
|
|
(859
|
)
|
|
|
(13,906
|
)
|
|
|
(19,822
|
)
|
|
|
(7,110
|
)
|
|
|
(13,829
|
)
|
Net loss per share attributable to common
stockholders basic and diluted
|
|
$
|
(0.03
|
)
|
|
$
|
(1.90
|
)
|
|
$
|
(2.99
|
)
|
|
$
|
(1.17
|
)
|
|
$
|
(2.41
|
)
|
Weighted average common shares outstanding basic and
diluted
|
|
|
33,988,696
|
|
|
|
7,319,231
|
|
|
|
6,635,274
|
|
|
|
6,077,538
|
|
|
|
5,735,952
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of January 31,
|
|
|
2008
|
|
2007
|
|
2006
|
|
2005
|
|
2004
|
|
|
(In thousands)
|
|
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
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|
|
Working capital
|
|
$
|
92,501
|
|
|
$
|
25,899
|
|
|
$
|
20,329
|
|
|
$
|
28,708
|
|
|
$
|
19,387
|
|
Total assets
|
|
|
198,752
|
|
|
|
69,199
|
|
|
|
45,864
|
|
|
|
39,443
|
|
|
|
26,731
|
|
Long-term debt, less current portion
|
|
|
|
|
|
|
4,099
|
|
|
|
2,489
|
|
|
|
|
|
|
|
704
|
|
Convertible redeemable preferred stock
|
|
|
|
|
|
|
97,131
|
|
|
|
91,200
|
|
|
|
80,904
|
|
|
|
61,156
|
|
Total stockholders equity (deficit)
|
|
|
136,475
|
|
|
|
(81,123
|
)
|
|
|
(67,932
|
)
|
|
|
(49,110
|
)
|
|
|
(41,977
|
)
|
29
|
|
ITEM 7.
|
MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
The following discussion and analysis of our financial condition
and results of operations should be read in conjunction with the
audited consolidated financial statements and the related notes
thereto included in Part II, Item 8 of this Annual
Report on
Form 10-K.
This Annual Report on
Form 10-K
contains forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of
1934, as amended. These statements are often identified by the
use of words such as may, will,
expect, believe, anticipate,
intend, could, estimate, or
continue, and similar expressions or variations.
Such forward-looking statements are subject to risks,
uncertainties and other factors that could cause actual results
and the timing of certain events to differ materially from
future results expressed or implied by such forward-looking
statements. Factors that could cause or contribute to such
differences include, but are not limited to, those identified
below, and those discussed in the section titled Risk
Factors, set forth in Part I, Item 1A of this
Annual Report on
Form 10-K.
The forward-looking statements in this Annual Report on
Form 10-K
represent our views as of the date of this Annual Report on
Form 10-K.
We anticipate that subsequent events and developments will cause
our views to change. However, while we may elect to update these
forward-looking statements at some point in the future, we have
no current intention of doing so except to the extent required
by applicable law. You should, therefore, not rely on these
forward-looking statements as representing our views as of any
date subsequent to the date of this Annual Report on
Form 10-K.
Overview
We were founded in August 2000 to develop data warehouse
appliances that enable real-time business intelligence. Our NPS
appliance integrates database, server and storage platforms in a
purpose-built unit to enable detailed queries and analyses on
large volumes of stored data. The results of these queries and
analyses provide organizations with actionable information to
improve their business operations. The amount of data that is
being generated and stored by organizations is exploding. As the
volume of data continues to grow, enterprises have recognized
the value of analyzing such data to significantly improve their
operations and competitive position. This increasing amount of
data and the importance of data analysis have led to a
heightened demand for data warehouses that provide the critical
framework for data-driven enterprise decision-making and
business intelligence. Many traditional data warehouse systems
were initially designed to aggregate and analyze smaller
quantities of data, using general-purpose database, server and
storage platforms patched together as a data warehouse system.
Such patchwork architectures are often used by default to store
and analyze data, despite the fact that they are not optimized
to handle terabytes of constantly growing and changing data and
as a result, are not as effective in handling the in-depth
analyses that large businesses are now requiring of their data
warehouse systems. The increasing number of users accessing the
data warehouse and the sophistication of the queries employed by
these users is making the strain of using these legacy systems
even more challenging for many organizations.
Business intelligence solutions are still in their early stages
of growth and their continued adoption and growth in the
marketplace remain uncertain. Additionally, our appliance
approach requires our customers to run their data warehouses in
new and innovative ways and often requires our customers to
replace their existing equipment and supplier relationships,
which they may be unwilling to do, especially in light of the
often critical nature of the components and systems involved and
the significant capital and other resources they may have
previously invested. Furthermore, purchases of our products
involve material changes to established purchasing patterns and
policies. Even if prospective customers recognize the need for
our products, they may not select our NPS solution because they
choose to wait for the introduction of products and technologies
that serve as a replacement or substitute for, or represent an
improvement over, our NPS solutions. Therefore, our future
success also depends on our ability to maintain our leadership
position in the data warehouse market and to proactively address
the needs of the market and our customers to further drive the
adoption of business intelligence and to sustain our competitive
advantage versus competing approaches to business intelligence
and alternate product offerings.
We are currently headquartered in Framingham, Massachusetts. In
January 2008, we entered into a lease to rent approximately
59,000 square feet of office space in Marlborough,
Massachusetts to be used as our primary business location
beginning in May 2008. Our personnel and operations are also
located throughout the United States, as well as in Canada, the
United Kingdom, Australia, Germany, Japan and Korea. We expect
to continue to
30
add personnel in the United States and internationally to
provide additional geographic sales and technical support
coverage.
Revenue
We derive our revenue from sales of products and related
services. We sell our data warehouse appliances worldwide to
large global enterprises, mid-market companies and government
agencies through our direct salesforce as well as indirectly via
distribution partners. To date, we have derived the substantial
majority of our revenue from customers located in the United
States. For fiscal 2008, 2007 and 2006, U.S. customers
accounted for approximately 80%, 76% and 88% of our revenue,
respectively.
Product Revenue. The significant majority of
our revenue is generated through the sale of our NPS appliances,
primarily to companies in the following vertical industries:
telecommunications,
e-business,
retail, financial services, analytic service providers,
government and healthcare. Since we began shipping our products
in fiscal 2004, our product revenue has grown from
$13.0 million in fiscal 2004 to $30.9 million in
fiscal 2005, $45.5 million in fiscal 2006,
$64.6 million in fiscal 2007 and $103.0 million in
fiscal 2008. As we have grown we have reduced our dependency on
our largest customers, with one customer accounting for more
than 10% of our total revenue in fiscal 2008 and no customer
accounting for more than 10% of our total revenue in fiscal
2007. Our future revenue growth will depend in significant part
upon further sales of our NPS appliances to our existing
customer base. In addition, increasing our sales to new
customers in existing vertical industries we currently serve and
in other vertical industries that depend upon high-performance
data analysis is an important element of our strategy. We
consider the further development of our direct and indirect
sales channels in domestic and international markets to be a key
to our future revenue growth and the global acceptance of our
products. Our future revenue growth will also depend on our
ability to sustain the high levels of customer satisfaction
generated by providing high-touch, high-quality
support. In addition, the market for our products is
characterized by rapid technological change, frequent new
product introductions and evolving industry standards. Our
future revenue growth is dependent on the successful development
and introduction of new products and enhancements. Such new
introductions and enhancements could reduce demand for our
existing products and cause customers to delay purchasing
decisions until such new products and enhancements are
introduced. To address these risks we will seek to expand our
sales and marketing efforts, continue to pursue research and
development as well as acquisition opportunities to expand and
enhance our product offering.
Services Revenue. We sell product maintenance
services to our customers. In addition, we offer installation,
training and professional services to our customers. The
percentage of our total revenue derived from support services
was 19% in each of fiscal 2008 and 2007, 15% in fiscal 2006, and
14% in fiscal 2005. We anticipate that maintenance services will
continue to be purchased by new and existing customers and that
services revenue will continue to be between 18% and 20% of our
total revenue.
Cost
of Revenue and Gross Profit
Cost of product revenue consists primarily of amounts paid to
Sanmina, our contract manufacturer, in connection with the
procurement of hardware components and assembly of those
components into our NPS appliance systems. Neither we nor
Sanmina enter into long-term supply contracts for our hardware
components, which can cause our cost of product revenue to
fluctuate. These product costs are recorded when the related
product revenue is recognized. Cost of revenue also includes
shipping, warehousing and logistics expenses, warranty reserves
and inventory write-downs to write down the carrying value of
inventory to the lower of cost or market. Shipping, warehousing
and logistics costs are recognized as incurred. Estimated
warranty costs are recorded when the related product revenue is
recognized.
Cost of services revenue consists primarily of salaries and
employee benefits for our support staff and worldwide
installation and technical account management teams and amounts
paid to third parties to provide
on-site
hardware service.
Our gross profit has been and will continue to be affected by a
variety of factors, including the relative mix of product versus
services revenue; our mix of direct versus indirect sales (as
sales through our indirect channels have lower average selling
prices and gross profit); and changes in the average selling
prices of our products and services,
31
which can be adversely affected by competitive pressures.
Additional factors affecting gross profit include the timing of
new product introductions, which may reduce demand for our
existing product as customers await the arrival of new products
and could also result in additional reserves against older
product inventory, cost reductions through redesign of existing
products and the cost of our systems hardware. The data
warehouse market is highly competitive and we expect this
competition to intensify in the future, especially as we move
into additional vertical industries. If our market share in such
industries increases, we expect pricing pressure to increase,
which will reduce product gross margins.
If our customer base continues to grow, it will be necessary for
us to continue to make significant upfront investments in our
customer service and support infrastructure to support this
growth. The rate at which we add new customers will affect the
level of these upfront investments. The timing of these
additional expenditures could materially affect our cost of
revenue, both in absolute dollars and as a percentage of total
revenue, in any particular period. This could cause downward
pressure on gross margins.
Operating
Expenses
Operating expenses consist of sales and marketing, research and
development, and general and administrative expenses.
Personnel-related costs are the most significant component of
each of these expense categories. We grew to 276 employees
at January 31, 2008 from 140 employees at
January 31, 2005. We expect to continue to hire significant
numbers of new employees to support our anticipated growth.
Sales and
Marketing Expenses
Sales and marketing expenses consist primarily of salaries and
employee benefits, sales commissions, marketing program expenses
and allocated facilities expenses. We plan to continue to invest
in sales and marketing by increasing the number of our sales
personnel worldwide, expanding our domestic and international
sales and marketing activities, and further building brand
awareness. Accordingly, we expect sales and marketing expenses
to continue to increase in total dollars although we expect
these expenses to decrease as a percentage of total revenue.
Generally, sales personnel are not immediately productive and
thus sales and marketing expenses related to new sales hires are
not immediately accompanied by higher revenue. Hiring additional
sales personnel may reduce short-term operating margins until
the sales personnel become productive and generate revenue.
Accordingly, the timing of hiring sales personnel and the rate
at which they become productive will affect our future
performance.
Research
and Development Expenses
Research and development expenses consist primarily of salaries
and employee benefits, product prototype expenses, allocated
facilities expenses and depreciation of equipment used in
research and development activities. In addition to our
U.S. development teams, we use an offshore development team
employed by a contract engineering firm in Pune, India. Research
and development expenses are recorded as incurred. We devote
substantial resources to the development of additional
functionality for existing products and the development of new
products. We intend to continue to invest significantly in our
research and development efforts because we believe they are
essential to maintaining and increasing our competitive
position. We expect research and development expenses to
increase in total dollars, although we expect such expense to
decrease as a percentage of total revenue.
General
and Administrative Expenses
General and administrative expenses consist primarily of
salaries and employee benefits, allocated facilities expenses,
fees for professional services such as legal, accounting and
compliance, investor relation expenses and insurance premiums,
including premiums related to director and officer insurance. We
expect general and administrative expenses to continue to
increase in total dollars and to increase slightly as a
percentage of revenue in fiscal 2009 as we continue to invest in
infrastructure to support continued growth and incur additional
expenses related to being a publicly traded company.
32
Other
Interest
Income (Expense), Net
Interest income (expense), net primarily consists of interest
income on investments and cash balances and interest expense on
our outstanding debt.
Other
Income (Expense), Net
Other income (expense), net primarily consists of losses or
gains on translation of
non-U.S. dollar
transactions into U.S. dollars and mark-to-market
adjustments on preferred stock warrants. As these warrants for
our preferred stock are no longer outstanding, there will be no
mark-to-market adjustment expense going forward.
Application
of Critical Accounting Policies and Use of Estimates
Our consolidated financial statements are prepared in accordance
with GAAP. These accounting principles require us to make
certain estimates, judgments and assumptions that can affect the
reported amounts of assets and liabilities as of the dates of
the consolidated financial statements, the disclosure of
contingencies as of the dates of the consolidated financial
statements, and the reported amounts of revenue and expenses
during the periods presented. We evaluate these estimates,
judgments and assumptions on an ongoing basis. Although we
believe that our estimates, judgments and assumptions are
reasonable under the circumstances, actual results may differ
from those estimates.
We believe that of our significant accounting policies, which
are described in the notes to our Consolidated Financial
Statements contained in Item 8 of this Annual Report on
Form 10-K,
the following accounting policies involve the most judgment and
complexity:
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|
revenue recognition;
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|
|
stock-based compensation;
|
|
|
|
inventory valuation;
|
|
|
|
warranty reserves;
|
|
|
|
accounting for income taxes; and
|
|
|
|
valuation of investments.
|
Accordingly, we believe the policies set forth above are the
most critical to aid in fully understanding and evaluating our
financial condition and results of operations. If actual results
or events differ materially from the estimates, judgments and
assumptions used by us in applying these policies, our reported
financial condition and results of operations could be
materially affected.
Revenue
Recognition
We derive our revenue from sales of products and related
services and enter into multiple-element arrangements in the
normal course of business with our customers and distribution
partners. In all of our arrangements, we do not recognize any
revenue until we can determine that persuasive evidence of an
arrangement exists, delivery has occurred, the fee is fixed or
determinable, and we deem collection to be probable. In making
these judgments, we evaluate these criteria as follows:
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|
|
Evidence of an arrangement. We consider a
non-cancelable agreement signed by the customer and us to be
persuasive evidence of an arrangement.
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|
|
|
Delivery has occurred. We consider delivery to
have occurred when product has been delivered to the customer
and no post-delivery obligations exist other than ongoing
support obligations. In instances where customer acceptance is
required, delivery is deemed to have occurred when customer
acceptance has been achieved.
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33
|
|
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|
|
Fees are fixed or determinable. We consider the fee to be
fixed or determinable unless the fee is subject to refund or
adjustment or is not payable within normal payment terms. If the
fee is subject to refund or adjustment, we recognize revenue
when the right to a refund or adjustment lapses. If offered
payment terms exceed our normal terms, we recognize revenue as
the amounts become due and payable or upon the receipt of cash.
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|
Collection is deemed probable. We conduct a credit review
for all transactions at the inception of an arrangement to
determine the creditworthiness of the customer. Collection is
deemed probable if, based upon our evaluation, we expect that
the customer will be able to pay amounts under the arrangement
as payments become due. If we determine that collection is not
probable, revenue is deferred and recognized upon the receipt of
cash.
|
We enter into multiple element arrangements in the normal course
of business with our customers. We recognize elements in such
arrangements when delivered and the amount allocated to each
element is based on vendor specific objective evidence of fair
value (VSOE). We determine VSOE based upon the
amount charged when we sell an element separately. When VSOE
exists for undelivered elements but not for the delivered
elements, we use the residual method. Under the
residual method, we initially defer the fair value of the
undelivered elements. The residual contract amount is then
allocated to and recognized for the delivered elements.
Thereafter, we recognize the amount deferred for the undelivered
elements when those elements are delivered. For arrangements in
which VSOE does not exist for each undelivered element, we defer
revenue for the entire arrangement and recognize it only when
delivery of all the elements without VSOE has occurred, unless
the only undelivered element is maintenance in which case we
recognize revenue from the entire contract ratably over the
maintenance period.
The determination of VSOE is highly judgmental and is a key
factor in determining whether revenue may be recognized or must
be deferred and the extent to which it may be recognized once
the various elements of an arrangement are delivered. We assess
VSOE based on previous sales of products and services, the type
and size of customer and renewal rates in contracts. We monitor
VSOE on an ongoing basis. A change in our assessment of or our
inability to establish VSOE for products or services may result
in significant variation in our revenues and operating results.
Stock-Based
Compensation
Through January 31, 2006, we accounted for our stock-based
employee compensation arrangements in accordance with the
intrinsic value provisions of Accounting Principles Board, or
APB, Opinion No. 25, Accounting for Stock Issued to
Employees and related interpretations. Under the intrinsic
value method, compensation expense is measured on the date of
the grants as the difference between the fair value of our
common stock and the exercise or purchase price multiplied by
the number of stock options or restricted stock awards granted.
We account for stock-based compensation expense for
non-employees using the fair value method prescribed by
EITF 96-18,
Accounting for Equity Instruments That Are Issued to
Other Than Employees for Acquiring, or in Conjunction with
Selling, Goods or Services and the Black-Scholes
option pricing model, and recorded the fair value of
non-employee stock options as an expense over the vesting term
of the option.
In December 2004, the Financial Accounting Standards Board (the
FASB) issued Statement of Financial Accounting
Standards (SFAS) Share-Based Payment,
(SFAS 123(R)), which requires companies to
expense the fair value of employee stock options and other forms
of stock-based compensation. We adopted SFAS 123(R)
effective February 1, 2006. We utilize the Black-Scholes
option pricing model to estimate the fair value of stock-based
compensation at the date of grant, which requires the input of
highly subjective assumptions, including expected volatility and
expected holding period. Further, as required under
SFAS 123(R), we estimate forfeitures for options granted,
which are not expected to vest. The estimation of stock awards
that will ultimately vest requires judgment, and to the extent
that actual results or updated estimates differ from our current
estimates, such amounts will be recorded as a cumulative
adjustment in the period in which the estimates are revised. We
consider many factors when estimating expected forfeitures,
including types of awards and historical experience. Actual
results and future changes in estimates may differ substantially
from our current estimates. In accordance with SFAS 123(R),
we recognize the compensation cost of employee stock-based
awards granted subsequent to
34
February 1, 2006 in the statement of operations using the
straight-line method over the vesting period of the award. The
calculation of compensation cost in accordance with
SFAS 123(R) for options issued prior to our initial public
offering required our Board of Directors, with input from
management, to estimate the fair market value of our common
stock on the date of grant of those options. These estimates of
fair market value were determined based upon a number of
objective and subjective factors and were, therefore, inherently
subjective estimates.
Inventory
Valuation
Inventories primarily consist of finished systems and are stated
at the lower of cost or market value. A large portion of our
inventory also relates to evaluation units located at customer
locations, as some of our customers test our equipment prior to
purchasing. The number of evaluation units has increased due to
our overall growth and an increase in our customer base. We
assess the valuation of all inventories, including raw
materials,
work-in-process
and finished goods, on a periodic basis. We write down inventory
to its estimated market value if less than its cost. Inherent in
our estimates of market value in determining inventory valuation
are estimates related to economic trends, future demand for our
products and technological obsolescence of our products. If
actual market conditions are less favorable than our
projections, additional inventory write-downs may be required.
During the fiscal years ended January 31, 2008, 2007 and
2006, we recorded charges of $3.8 million,
$0.7 million and $0, respectively, to write inventory down
to the lower of cost or market.
Warranty
Reserves
Our standard product warranty provides that our product will be
free from defects in material and workmanship and will, under
normal use, conform to the published specifications for the
product for a period of 90 days. Under this warranty, we
will repair the product, provide replacement parts at no charge
to the customer or refund amounts to the customer for defective
products. We record estimated warranty costs, based upon
historical experience, at the time we recognize revenue. As the
complexity of our product increases, we could experience higher
warranty costs relative to sales than we have previously
experienced, and we may need to increase these estimated
warranty reserves. Warranty reserves were $1.1 million,
$1.1 million and $0.7 million as of January 31,
2008, 2007 and 2006, respectively.
Accounting
for Income Taxes
The Company recorded income tax expense for the fiscal years
ended January 31, 2008, 2007 and 2006 of $1 million,
$0 and $0, respectively. The provision for income tax related
primarily to the federal alternative minimum tax, state income
tax and tax on the earnings of certain foreign subsidiaries.
At January 31, 2008, we had net operating loss
carryforwards available to offset future taxable income for
federal and state purposes of $28.3 million and
$19.8 million, respectively. These net operating loss
carryforwards expire at various dates through fiscal year 2028
and 2013 for federal and state purposes, respectively. We also
had available at January 31, 2008 research and development
credit carryforwards to offset future federal and state taxes of
approximately $3 million and $2 million respectively
which may be used to offset future taxable income and expire at
various dates through fiscal year 2028 and 2023 for federal and
state purposes, respectively. As part of the process of
preparing our consolidated financial statements, we are required
to estimate our income taxes in each of the jurisdictions in
which we operate. We record this amount as a provision or
benefit for taxes in accordance with SFAS No. 109,
Accounting for Income Taxes. This process involves
estimating our actual current tax exposure, including assessing
the risks associated with tax audits, and assessing temporary
differences resulting from different treatment of items for tax
and accounting purposes. These differences result in deferred
tax assets and liabilities. As of January 31, 2008, we had
gross deferred tax assets of $23.7 million, which were
primarily related to federal and state net operating loss
carryforwards, research and development credit carryforwards and
research and development expenses capitalized for tax purposes.
We assess the likelihood that our deferred tax assets will be
recovered from future taxable income and, to the extent that we
believe recovery is not likely, we establish a valuation
allowance. Due to the uncertainty of our future profitability,
we have recorded a valuation allowance equal to the
$23.7 million of gross deferred tax assets as of
January 31, 2008. If we determine in the future that these
deferred tax assets are more-likely-than-not to be realized, a
release of all or a portion of the related valuation allowance
would increase income in the period in which that determination
is made.
35
Valuation
of Investments
Our investments in auction rate securities, which consist
entirely of securities collateralized by student loans with
approximately 95% of such collateral in the aggregate being
guaranteed by the United States government, are recorded at
cost, which approximates the fair market value of the securities
at January 31, 2008 due to their variable interest rates,
which typically reset every 28 days, and the then liquid
market for such securities. During February, March and April
2008, due to current market conditions, the auction process for
certain of our auction rate securities failed, which prevented
us from liquidating certain of our holdings of auction rate
securities. At January 31, 2008, approximately
$62.1 million of our marketable securities were auction
rate securities. Subsequent to January 31, 2008, we
liquidated approximately $8.3 million of these securities
at par value. As of April 15, 2008, we had approximately
$53.8 million invested in auction rate securities held at
January 31, 2008 that had failed auctions subsequent to
January 31, 2008. Subsequent to January 31, 2008 we
purchased approximately $3.7 million of auction rate
securities at par value, resulting in total holdings of auction
rate securities of approximately $57.5 million as of
April 15, 2008. In the event that we need to access our
investments in these auction rate securities, we will not be
able to do so until a future auction on these investments is
successful, the issuer redeems the outstanding securities, a
buyer is found outside the auction process, the securities
mature, or there is a default requiring immediate payment from
the issuer. If the issuers are unable to successfully close
future auctions and their credit ratings deteriorate, we may be
required to adjust the carrying value of these investments
through an impairment charge, which could be material. Due to
our inability to quickly liquidate these investments, we have
reclassified those investments with failed auctions and which
have not been subsequently liquidated as long-term assets in our
consolidated balance sheet based on their contractual maturity
dates.
36
Results
of Operations for the Years Ended January 31, 2008, 2007
and 2006
The following table sets forth our consolidated results of
operations for the periods shown.
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|
|
|
|
|
|
|
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Percentage Change
|
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|
|
Fiscal Year Ended January 31,
|
|
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2008 vs
|
|
|
2007 vs
|
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|
2008
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|
2007
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|
2006
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|
2007
|
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|
2006
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(In thousands)
|
|
|
|
|
|
|
|
|
Revenue
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Product
|
|
$
|
102,994
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|
|
$
|
64,632
|
|
|
$
|
45,508
|
|
|
|
59.4
|
%
|
|
|
42.0
|
%
|
Services
|
|
|
23,692
|
|
|
|
14,989
|
|
|
|
8,343
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|
|
|
58.1
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%
|
|
|
79.7
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%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
|
126,686
|
|
|
|
79,621
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|
|
|
53,851
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|
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|
59.1
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%
|
|
|
47.9
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%
|
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|
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|
|
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|
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|
|
|
|
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|
|
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|
Cost of revenue
|
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|
|
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|
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|
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|
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|
Product
|
|
|
42,527
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|
|
|
26,697
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|
|
|
18,941
|
|
|
|
59.3
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%
|
|
|
40.9
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%
|
Services
|
|
|
7,716
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|
|
|
5,403
|
|
|
|
3,491
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|
|
|
42.8
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%
|
|
|
54.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of revenue
|
|
|
50,243
|
|
|
|
32,100
|
|
|
|
22,432
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|
|
|
56.5
|
%
|
|
|
43.1
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%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin
|
|
|
76,443
|
|
|
|
47,521
|
|
|
|
31,419
|
|
|
|
60.9
|
%
|
|
|
51.2
|
%
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing
|
|
|
43,210
|
|
|
|
32,908
|
|
|
|
25,626
|
|
|
|
31.3
|
%
|
|
|
28.4
|
%
|
Research and development
|
|
|
23,880
|
|
|
|
18,037
|
|
|
|
16,703
|
|
|
|
32.4
|
%
|
|
|
8.0
|
%
|
General and administrative
|
|
|
8,950
|
|
|
|
4,827
|
|
|
|
3,124
|
|
|
|
85.4
|
%
|
|
|
54.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
76,040
|
|
|
|
55,772
|
|
|
|
45,453
|
|
|
|
36.3
|
%
|
|
|
22.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
403
|
|
|
|
(8,251
|
)
|
|
|
(14,034
|
)
|
|
|
104.9
|
%
|
|
|
41.2
|
%
|
Interest income
|
|
|
2,971
|
|
|
|
414
|
|
|
|
487
|
|
|
|
617.6
|
%
|
|
|
(15.0
|
)%
|
Interest expense
|
|
|
717
|
|
|
|
765
|
|
|
|
173
|
|
|
|
(6.3
|
)%
|
|
|
342.2
|
%
|
Other income (expense), net
|
|
|
298
|
|
|
|
627
|
|
|
|
(87
|
)
|
|
|
(52.5
|
)%
|
|
|
(820.7
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes, cumulative effect of change
in accounting principle and accretion to preferred stock
|
|
|
2,955
|
|
|
|
(7,975
|
)
|
|
|
(13,807
|
)
|
|
|
|
|
|
|
|
|
Income tax provision
|
|
|
961
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before cumulative effect of change in accounting
principle and accretion to preferred stock
|
|
$
|
1,994
|
|
|
$
|
(7,975
|
)
|
|
$
|
(13,807
|
)
|
|
|
|
|
|
|
|
|
Cumulative effect of change in accounting principle
|
|
|
|
|
|
|
|
|
|
|
(218
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
1,994
|
|
|
$
|
(7,975
|
)
|
|
$
|
(14,025
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
Total revenue was $126.7 million, $79.6 million and
$53.9 million in fiscal 2008, 2007 and 2006, respectively,
representing increases of 59% in fiscal 2008 and 48% in fiscal
2007.
Product revenue was $103.0 million, $64.6 million and
$45.5 million in fiscal 2008, 2007 and 2006, respectively,
representing increases of 59% in fiscal 2008 and 42% in fiscal
2007. These increases were primarily driven by a growing
acceptance and need for data warehouse systems and are
indicative of customers valuing the capabilities and return on
investment that they provide. These increases were based on
increased sales volume, due primarily to sales to new customers,
as product revenue related to new customer sales increased
$18.8 million in fiscal 2008 and $6.6 million in
fiscal 2007 as the number of customers increased to 142 at
January 31, 2008, from 87 at January 31, 2007 and 46
at January 31, 2006. Product revenue related to repeat
business from the installed base increased $19.6 million in
fiscal 2008 and $12.5 million in fiscal 2007 as existing
customers returned to purchase additional systems
and/or
additional capacity on their existing systems.
The increases in product sales were facilitated by an increase
in the size of our dedicated sales force outside of the United
States and an increase in the size and productivity of our sales
force in the United States. The number of
37
sales and marketing employees increased to 104 at
January 31, 2008, from 85 at January 31, 2007 and 67
at January 31, 2006. In addition, we opened eight new sales
offices during fiscal 2008 and 2007, of which three were located
outside of the United States. Our enhanced visibility and
reputation in our industry, as our base of referenceable
customers has grown, was also an important factor in generating
additional sales.
Services revenue was $23.7 million, $15.0 million and
$8.3 million in fiscal 2008, 2007 and 2006, respectively,
representing increases of 58% in fiscal 2008 and 80% in fiscal
2007. These increases were a result of increased product sales,
and accompanying sales of new maintenance and support contracts
combined with the renewal of maintenance and support contracts
by existing customers. All of our customers to date have
purchased first-year annual maintenance and support services and
during these periods, substantially all of our customers renewed
their maintenance and support agreements.
Gross
Margin
Total gross margin was 60% in fiscal 2008 and 2007, and was 58%
in fiscal 2006.
Product gross margin was 59% in fiscal 2008 and 2007, and was
58% in fiscal 2006. This increase in fiscal 2007 was due
primarily to a reduction in the cost of our hardware components
throughout fiscal 2007. These cost reductions continued into
fiscal 2008 but were offset by increased carrying costs of
inventory as our inventory balance increased from
$26.2 million at January 31, 2007 to
$31.6 million at January 31, 2008.
Services gross margin was 67%, 64% and 58% in fiscal 2008, 2007
and 2006, respectively. The increase in fiscal 2008 was a result
of our services revenue growth of 58% while cost of service
revenue increased only 43%. Services headcount increased 37% to
37 at January 31, 2008 from 27 at January 31, 2007.
The increase in fiscal 2007 was a result of our services revenue
growth of 80% while cost of service revenue increased only 55%.
Services headcount increased 22% in fiscal 2007.
Sales
and Marketing Expenses
As a percentage of revenue, sales and marketing expenses were
34%, 41% and 48% in fiscal 2008, 2007 and 2006, respectively.
Sales and marketing expenses increased $10.3 million, or
31%, in fiscal 2008 and increased $7.3 million, or 28% in
fiscal 2007.
The increase in sales and marketing expenses of
$10.3 million in fiscal 2008 over fiscal 2007 was due
primarily to increases of $3.9 million in salaries and
employee benefits, $3.3 million in sales commissions,
$1.0 million in stock-based compensation expense,
$0.9 million in sales travel, $0.9 million in sales
office rent and office costs to support the continued geographic
expansion of the sales force, $0.2 million in sales and
marketing promotions and programs, and $0.1 million in
shipping costs.
The increase in sales and marketing expenses of
$7.3 million in fiscal 2007 over fiscal 2006 was due
primarily to increases of $3.3 million in sales
commissions, $1.4 million in salaries and employee
benefits, $0.7 million in sales and marketing promotions
and programs, $0.6 million in partner referral fees and
$0.4 million in sales and marketing travel. The remainder
of the increase was attributable primarily to additional sales
office rent and office costs to support the continued geographic
expansion of our direct selling operations in Europe, Asia and
throughout North America. Stock-based compensation expense
included in sales and marketing expenses increased to
$0.2 million in fiscal 2007 from $0 in fiscal 2006.
The number of sales and marketing employees increased to 104 at
January 31, 2008 from 85 at January 31, 2007 and 67 at
January 31, 2006, in order to expand our sales force to
provide better geographic distribution and market penetration.
Research
and Development Expenses
As a percentage of revenue, research and development expenses
were 19%, 23% and 31% in fiscal 2008, 2007 and 2006,
respectively. Research and development expenses increased
$5.8 million, or 32%, in fiscal 2008 and increased
$1.3 million, or 8%, in fiscal 2007.
The increase in research and development expenses of
$5.8 million in fiscal 2008 over fiscal 2007 was due
primarily to increases of $2.5 million in salaries,
benefits and offshore consulting costs, $1.1 million in
prototype
38
expense and inventory expensed, $0.9 million in stock-based
compensation expense, $0.7 million in recruiting fees for
new hires, higher allocated facilities expense, computer
supplies and travel expenses and $0.6 million in
depreciation expense.
The increase in research and development expenses of
$1.3 million in fiscal 2007 over fiscal 2006 was due
primarily to increases of $1.0 million in salaries and
benefits and $1.0 million in offshore and other consulting
costs, $0.5 million in allocated facilities, depreciation
expenses and travel expenses. These increases were partially
offset by a $1.3 million decrease in new product prototype
expenses.
The number of research and development employees increased to
101 at January 31, 2008 from 85 at January 31, 2007
and 70 at January 31, 2006, to help us broaden and improve
the development of new technology and product enhancements. The
offshore development team from our contract engineering firm
increased to 62 people at January 31, 2008 from
53 people at January 31, 2007 and 43 people at
January 31, 2006, in order to take advantage of the cost
efficiencies associated with offshore research and development
resources.
General
and Administrative Expenses
As a percentage of revenue, general and administrative expenses
were 7%, 6% and 6% in fiscal 2008, 2007 and 2006, respectively.
General and administrative expenses increased $4.1 million,
or 85%, in fiscal 2008 and increased $1.7 million, or 55%,
in fiscal 2007.
The increase in general and administrative expenses of
$4.1 million in fiscal 2008 over fiscal 2007 was due
primarily to increases of $1.6 million in audit, tax,
legal, insurance and consulting costs, all of which increased as
a result of being a public company, $1.4 million in
stock-based compensation expense and $1.2 million in
salaries and benefits.
The increase in general and administrative expenses of
$1.7 million in fiscal 2007 over fiscal 2006 was due
primarily to increases of $0.7 million in salaries and
benefits, $0.5 million in stock-based compensation expense
and $0.3 million in professional services fees.
The number of general and administrative employees increased to
23 at January 31, 2008 from 19 at January 31, 2007 and
14 at January 31, 2006 to ensure we had appropriate
infrastructure to support the growth of our organization and to
support the additional demands of public company compliance.
Interest
Income (Expense), Net
We recorded $2.3 million of interest income, net in fiscal
2008 as compared to $0.4 million of interest expense, net
in fiscal 2007. This change was primarily due to an increase of
$2.6 million in interest income resulting from the
investment of proceeds from our initial public offering in July
2007. The components of interest income, net for fiscal 2008
were interest income of $3.0 million and interest expense
of $0.7 million. The components of interest expense, net
for fiscal 2007 were interest expense of $0.8 million and
interest income of $0.4 million. We expect interest income
to remain at its current monthly rate, as a result of our
investment of proceeds from our initial public offering.
We incurred $0.4 million of interest expense, net in fiscal
2007 as compared to $0.3 million of interest income, net in
fiscal 2006. This increase was due to an increase in our average
debt balance during fiscal 2007. The increase in the average
debt balance was attributable to $3.6 million in net debt
drawdowns during fiscal 2007.
Other
Income (Expense), Net
We incurred other income, net of $0.3 million in fiscal
2008 as compared to $0.6 million in fiscal 2007. The
components of other income, net, for fiscal 2008 were
$0.7 million of gains on the translation of
non-U.S. dollar
transactions into U.S. dollars for activities in our
foreign subsidiaries, partially offset by $0.3 million
expense from the mark-to-market adjustments on preferred stock
warrants and $0.1 million of early payoff fees charged to
our debt payoff. As warrants for our preferred stock are no
longer outstanding, there will be no mark-to-market adjustment
expense going forward.
39
We incurred other income, net of $0.6 million in fiscal
2007 as compared to $0.1 million of other expense, net in
fiscal 2006. This change was due to higher transaction gains for
activities in our foreign subsidiaries, primarily the United
Kingdom, offset by $0.2 million from the mark-to-market
adjustments on preferred stock warrants.
Provision
for Income Taxes
We recorded a provision for income taxes of $1.0 million
for fiscal 2008, as compared to $0 for fiscal 2007 and 2006.
This provision was primarily attributable to federal alternative
minimum tax, state income taxes and taxes on the earnings of
certain foreign subsidiaries.
Liquidity
and Capital Resources
As of January 31, 2008, our principal sources of liquidity
were cash and cash equivalents of $46.2 million, short term
marketable securities of $37.1 million and accounts
receivable of $20.0 million.
Since our inception, we have funded our operations using a
combination of issuances of convertible preferred stock, which
has provided us with aggregate net proceeds of
$73.3 million, cash collections from customers and a term
loan credit facility and a revolving credit facility with
Silicon Valley Bank. In July 2007, we raised $113.0 million
of proceeds, net of underwriting discounts and expenses, in our
initial public offering. In the future, we anticipate that our
primary sources of liquidity will be cash generated from our
operating activities, as our credit facility with Silicon Valley
Bank expired as of January 31, 2008 and was not renewed.
Our principal uses of cash historically have consisted of
payroll and other operating expenses, repayments of borrowings,
purchases of property and equipment primarily to support the
development of new products and purchases of inventory to
support our sales and our increasing volume of evaluation units
located at customer locations that enable our customers and
prospective customers to test our equipment prior to purchasing.
The number of evaluation units has consistently increased due to
our overall growth and an increase in our pipeline of potential
customers.
The following table shows our cash flows from operating
activities, investing activities and financing activities for
the stated periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended January 31,
|
|
|
2008
|
|
2007
|
|
2006
|
|
|
(In thousands)
|
|
Net cash provided by (used in), operating activities
|
|
$
|
26,937
|
|
|
$
|
(11,163
|
)
|
|
$
|
(9,760
|
)
|
Net cash used in investing activities
|
|
|
(91,759
|
)
|
|
|
(1,477
|
)
|
|
|
(5,506
|
)
|
Net cash provided by financing activities
|
|
|
106,884
|
|
|
|
3,789
|
|
|
|
7,644
|
|
Cash
Provided by (Used in) Operating Activities
Net cash provided by operating activities was $26.9 million
in fiscal 2008 and primarily consisted of net income of
$2.0 million, a decrease in accounts receivable of
$12.2 million, due primarily to the receipt of customer
payments during fiscal 2008, an increase in deferred revenue of
$21.4 million, and an increase in accrued expenses of
$2.0 million. In addition, in fiscal 2008 we had
depreciation expense of $3.3 million, stock-based
compensation expense of $4.3 million and a preferred stock
warrant liability adjustment and non-cash interest expense of
$0.4 million, each of which is a non-cash expense. These
sources of cash were partially offset by a use of
$8.8 million to fund our net increase in inventory
primarily used to provide additional evaluation units to our
increasing customer base and prospective customers, a decrease
in accounts payable of $7.2 million, and an increase in
other assets of $2.7 million
Net cash used in operating activities was $11.2 million in
fiscal 2007 and primarily consisted of a net loss of
$8.0 million, a use of $15.5 million to fund our net
increase in inventory primarily used to provide additional
evaluation units to our increasing customer base and prospective
customers, and an increase in accounts receivable of
$17.9 million. We do not expect inventory to increase
significantly in future periods, as a result of an improved
planning and build processes. The uses of cash were partially
offset by an increase in deferred revenue of $14.8 million.
Other changes include depreciation expense of $2.6 million,
stock-based compensation expense of
40
$0.9 million, an increase in accounts payable of
$10.2 million and net changes in our other operating assets
and liabilities of $1.4 million.
Net cash used in operating activities was $9.8 million in
fiscal 2006 and primarily consisted of a net loss of
$14.0 million, a net increase in accounts receivable of
$8.4 million and a net increase in inventory of
$2.8 million. These were partially offset by an increase in
deferred revenue of $6.3 million, depreciation expense of
$2.8 million and net changes in our other operating assets
and liabilities of $5.2 million.
Cash
Used in Investing Activities
Net cash used in investing activities was $91.8 million,
$1.5 million and $5.5 million in fiscal 2008, 2007 and
2006, respectively. Net cash used in investing activities in
fiscal 2008 primarily consisted of $134.4 million, which
primarily consisted of the net proceeds from our initial public
offering, used to purchase our short-term investments, and
$1.1 million of capital expenditures. These uses of cash
were partially offset by $43.8 million of sales and
maturities of our short-term investments. Net cash used in
investing activities in fiscal 2007 and 2006 consisted primarily
of capital purchases.
Cash
Provided by Financing Activities
Net cash provided by financing activities was
$106.9 million, $3.8 million and $7.6 million in
fiscal 2008, 2007 and 2006, respectively. Net cash provided by
financing activities in fiscal 2008 primarily consisted of
$113.5 million of proceeds from issuance of common stock,
which included proceeds from our initial public offering of
$113.0 million, net of underwriting discounts and expenses,
and $8.0 million of borrowings under our debt facilities,
partially offset by repayment of $14.6 million under our
debt facilities. Net cash provided by financing activities in
fiscal 2007 consisted primarily of $5.0 million of
borrowings under our debt facilities, partially offset by
repayment of $1.4 million under our debt facilities. Net
cash provided by financing activities in fiscal 2006 consisted
primarily of $3.0 million of borrowings under our debt
facilities and $4.5 million in net proceeds from the sale
of our Series D preferred stock.
Contractual
Obligations
The following is a summary of our contractual obligations as of
January 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than
|
|
|
|
|
|
More than
|
Contractual Obligations
|
|
Total
|
|
1 Year
|
|
1 - 3 Years
|
|
3 - 5 Years
|
|
5 Years
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
Operating lease obligations
|
|
|
10,571
|
|
|
|
1,513
|
|
|
|
2,643
|
|
|
|
2,727
|
|
|
|
3,688
|
|
Purchase obligations(1)
|
|
|
8,182
|
|
|
|
8,182
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Purchase obligations primarily represent the value of purchase
orders issued to our contract manufacturer, Sanmina, for the
procurement of assembled NPS appliance systems for the next
three months. |
We believe that our cash and cash equivalents of
$46.2 million, short term marketable securities of
$37.1 million and accounts receivable of $20.0 million
at January 31, 2008, together with any cash flows from
operations, will be sufficient to fund our projected operating
requirements for the foreseeable future. Our future working
capital requirements will depend on many factors, including the
rate of revenue growth, our introduction of new products or
enhancements, our expansion of sales and marketing and product
development activities. However, to the extent that our cash and
cash equivalents, our short term marketable securities and our
cash flow from operating activities are insufficient to fund our
future activities, we may need to raise additional funds through
bank credit arrangements or a secondary public offering.
Off-Balance
Sheet Arrangements
We did not have during the periods presented, and we do not
currently have, any off-balance sheet arrangements, as defined
under SEC rules, such as relationships with unconsolidated
entities or financial partnerships, which are often referred to
as structured finance or special purpose entities, established
for the purpose of facilitating financing transactions that do
not have to be reflected on our balance sheet.
41
Uncertainty
in Credit Markets
As of January 31, 2008, we had investments in auction-rate
securities with a total cost basis of $62.1 million. These
investments are securities collateralized by student loans with
approximately 95% of such collateral in the aggregate being
guaranteed by the United States government, with nominal
maturities of 18 years or greater and are classified as
available-for-sale securities under SFAS No. 115,
Accounting for Certain Investments in Debt and Equity
Securities. Auction-rate securities are normally
structured to provide liquidity through an auction process that
resets the applicable interest rate at predetermined calendar
intervals, generally every 28 days. This mechanism allows
existing investors either to roll over their holdings, whereby
they will continue to own their respective securities, or
liquidate their holdings by selling such securities at par
value. When an auction is unsuccessful, the interest rate paid
on the investment is re-set to a level predetermined by the
security and remains in effect until the next auction date, at
which time the process repeats. As of January 31, 2008, our
investments in auction-rate securities had not been the subject
of auctions that were unsuccessful. During February, March and
April 2008, due to current market conditions, the auction
process for certain of our auction rate securities failed, which
prevented us from liquidating certain of our holdings of auction
rate securities. At January 31, 2008, approximately
$62.1 million of our marketable securities were auction
rate securities. Subsequent to January 31, 2008, we
liquidated approximately $8.3 million of these securities
at par value. As of April 15, 2008, we had approximately
$53.8 million invested in auction rate securities held at
January 31, 2008 that had failed auctions subsequent to
January 31, 2008. Subsequent to January 31, 2008 we
purchased approximately $3.7 million of auction rate
securities at par value, resulting in total holdings of auction
rate securities of approximately $57.5 million as of
April 15, 2008. In the event that we need to access our
investments in these auction rate securities, we will not be
able to do so until a future auction on these investments is
successful, the issuer redeems the outstanding securities, a
buyer is found outside the auction process, the securities
mature, or there is a default requiring immediate payment from
the issuer. If the issuers are unable to successfully close
future auctions and their credit ratings deteriorate, we may be
required to adjust the carrying value of these investments
through an impairment charge, which could be material. Due to
our inability to quickly liquidate these investments, we have
reclassified those investments with failed auctions and which
have not been subsequently liquidated, as long-term assets in
our consolidated balance sheet based on their contractual
maturity dates.
Recent
Accounting Pronouncements
In September 2006, the FASB issued SFAS No. 157,
Fair Value Measurements
(SFAS 157) which defines fair value,
establishes guidelines for measuring fair value and expands
disclosures regarding fair value measurements. SFAS 157
does not require new fair value measurements but rather
eliminates inconsistencies in guidance found in various prior
accounting pronouncements. SFAS 157 is effective for
financial statements issued for fiscal years beginning after
November 15, 2007 and interim periods within those fiscal
years. However, on February 6, 2008, the FASB issued FASB
Staff Position (FSP) 157-2 which defers the
effective date of SFAS 157 for one year for non-financial
assets and non-financial liabilities that are recognized or
disclosed at fair value in the financial statements on a
recurring basis. For 2009 we will adopt SFAS 157 except as
it applies to those non-financial assets and non-financial
liabilities as noted in
FSP 157-2.
The partial adoption of SFAS 157 will not have a material
impact on our financial position, results of operations or cash
flows. We are currently evaluating the impact of adopting
SFAS 157 on non-financial assets and non-financial
liabilities.
On February 15, 2007, the FASB issued
SFAS No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities
(SFAS 159). This statement is a fair value
option for financial assets and financial liabilities and
includes an amendment of SFAS No. 115,
Accounting for Certain Investments in Debt and Equity
Securities which covers accounting for certain
investments in debt and equity securities. The statement also
establishes presentation and disclosure requirements designed to
facilitate comparisons between companies that choose different
measurement attributes for similar type assets and liabilities.
SFAS 159 requires statements to more clearly present the
effect of a companys choice to use fair value on its
earnings. It also requires entities to display the fair value of
those assets and liabilities for which a company has chosen to
use fair value on the face of its balance sheet. SFAS 159
is effective for fiscal years beginning after November 15,
2007. The adoption of SFAS 159 will not have a material
impact on our consolidated financial position, results of
operations, or cash flows.
42
In December 2007, the FASB issued SFAS No. 141
(revised 2007), Business Combinations
(SFAS 141(R)). SFAS 141(R) replaces
SFAS 141, Business Combinations. SFAS 141(R) requires
the acquiring entity in a business combination to recognize the
full fair value of assets acquired and liabilities assumed in
the transaction; requires certain contingent assets and
liabilities acquired to be recognized at their fair values on
the acquisition date; requires contingent consideration to be
recognized at its fair value on the acquisition date and changes
in the fair value to be recognized in earnings until settled;
requires the expensing of most transaction and restructuring
costs; and generally requires the reversals of valuation
allowances related to acquired deferred tax assets and changes
to acquired income tax uncertainties to also be recognized in
earnings. This accounting standard is effective for financial
statements issued for fiscal years beginning after
December 15, 2008. We are currently evaluating the
provisions of SFAS 141(R) to determine the potential
impact, if any, the adoption will have on our financial position
and results of operations.
In December 2007, the FASB issued SFAS No. 160,
Noncontrolling Interests in Consolidated Financial
Statements, an amendment of ARB No. 51
(SFAS 160). SFAS 160 requires the
ownership interests in subsidiaries held by parties other than
the parent be clearly identified in the consolidated statement
of financial position within equity, but separate from the
parents equity. This standard also requires the amount of
consolidated net income attributable to the parent and to the
noncontrolling interest be clearly identified and presented on
the face of the consolidated statement of income. This
accounting standard is effective for financial statements issued
for fiscal years beginning after December 15, 2008. We are
currently evaluating the provisions of SFAS 160 to
determine the potential impact, if any, the adoption will have
on our financial position and results of operations.
From time to time, new accounting pronouncements are issued by
the FASB and subsequently adopted by us as of the specified
effective date. Unless otherwise discussed, we believe that the
impact of recently issued standards, which are not yet
effective, will not have a material impact on our consolidated
results of operations and financial condition upon adoption.
|
|
ITEM 7A.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Foreign
Currency Risk
Our international sales and marketing operations incur expenses
that are denominated in foreign currencies. These expenses could
be materially affected by currency fluctuations. Our exposures
are to fluctuations in exchange rates for the U.S. dollar
versus the British pound, Australian dollar, the Euro, the
Canadian dollar and the Japanese yen. Changes in currency
exchange rates could adversely affect our consolidated results
of operations or financial position. Additionally, our
international sales and marketing operations maintain cash
balances denominated in foreign currencies. In order to decrease
the inherent risk associated with translation of foreign cash
balances into our reporting currency, we have not maintained
excess cash balances in foreign currencies. As of
January 31, 2008, we had $5.6 million of cash in
foreign accounts. We enter into derivative transactions,
specifically foreign currency forward contracts, to manage our
exposure to fluctuations in foreign exchange rates that arise
primarily from our foreign currency-denominated receivables and
payables. The contracts are primarily in British Pounds,
Australian Dollars and Japanese Yen, typically have maturities
of one month and require an exchange of foreign currencies for
U.S. dollars at maturity of the contracts at rates agreed
to at inception of the contracts. We do not enter into or hold
derivatives for trading or speculative purposes. Generally, we
do not designate foreign currency forward contracts as hedges
for accounting purposes, and changes in the fair value of these
instruments are recognized immediately in earnings. Because we
enter into forward contracts only as an economic hedge, any gain
or loss on the underlying foreign-denominated balance would be
offset by the loss or gain on the forward contract. Gains and
losses on forward contracts and foreign denominated receivables
and payables are included in other income (expense), net. Net
realized and unrealized (if any outstanding) gains and losses
associated with exchange rate fluctuations on forward contracts
and the underlying foreign currency exposure being hedged were
immaterial for all periods presented. As of January 31,
2008, we had an outstanding forward contract to sell 335,000,000
Japanese Yen (approximately $3.1 million U.S. dollar
equivalent) that matured on February 29, 2008. There were
no outstanding contracts at January 31, 2007.
43
Interest
Rate Risk
We had a cash, cash equivalents and investments balance of
$137.1 million at January 31, 2008, which was held for
working capital purposes. We do not enter into investments for
trading or speculative purposes. We do not know the ultimate
impact of the lack of liquidity of these investments and the
potential impact on interest rate fluctuations (see further
discussion under Application of Critical Accounting Policies and
the Use of Estimates Valuation on Investments in
Item 7 above). Declines in interest rates, however, will
reduce future investment income, and increases in interest rates
may increase future interest expense.
44
|
|
ITEM 8.
|
FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
|
NETEZZA
CORPORATION
Index To
Consolidated Financial Statements
45
Report of
Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Netezza
Corporation:
In our opinion, the accompanying consolidated balance sheets and
the related consolidated statements of operations, stockholders
equity (deficit) and cash flows present fairly, in all material
respects, the financial position of Netezza Corporation and its
subsidiaries at January 31, 2008 and January 31, 2007,
and the results of their operations and their cash flows for
each of the three years in the period ended January 31,
2008 in conformity with accounting principles generally accepted
in the United States of America. These financial statements are
the responsibility of the Companys management. Our
responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these
statements in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles
used and significant estimates made by management, and
evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our
opinion.
As discussed in Note 4 to the consolidated financial
statements, the Company adopted FASB Staff Position
150-5
(FSP 150-5),
Issuers Accounting under FASB Statement No. 150
for Freestanding Warrants and Other Similar Instruments on
Shares That Are Redeemable, during the year ended
January 31, 2006. As discussed in Note 2 to the
consolidated financial statements, effective February 1,
2006, the Company adopted SFAS No. 123(R),
Share-Based Payment.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
April 18, 2008
46
NETEZZA
CORPORATION
|
|
|
|
|
|
|
|
|
|
|
January 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands, except share and per share amounts)
|
|
|
ASSETS
|
Current assets
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
46,184
|
|
|
$
|
5,018
|
|
Short term marketable securities
|
|
|
37,149
|
|
|
|
|
|
Accounts receivable
|
|
|
19,999
|
|
|
|
31,834
|
|
Inventory
|
|
|
31,611
|
|
|
|
26,239
|
|
Restricted cash
|
|
|
379
|
|
|
|
|
|
Other current assets
|
|
|
4,038
|
|
|
|
1,370
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
139,360
|
|
|
|
64,461
|
|
Property and equipment, net
|
|
|
5,467
|
|
|
|
4,228
|
|
Long term marketable securities
|
|
|
53,775
|
|
|
|
|
|
Restricted cash
|
|
|
|
|
|
|
379
|
|
Other long-term assets
|
|
|
150
|
|
|
|
131
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
198,752
|
|
|
$
|
69,199
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES, CONVERTIBLE REDEEMABLE PREFERRED STOCK AND
STOCKHOLDERS EQUITY (DEFICIT)
|
Current liabilities
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
5,533
|
|
|
$
|
12,683
|
|
Accrued expenses
|
|
|
5,494
|
|
|
|
4,290
|
|
Accrued compensation and benefits
|
|
|
5,244
|
|
|
|
4,388
|
|
Current portion of note payable to bank
|
|
|
|
|
|
|
2,436
|
|
Refundable exercise price for restricted stock
|
|
|
|
|
|
|
24
|
|
Deferred revenue
|
|
|
30,588
|
|
|
|
14,741
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
46,859
|
|
|
|
38,562
|
|
Long-term deferrred revenue
|
|
|
15,418
|
|
|
|
9,765
|
|
Note payable to bank, net of current portion
|
|
|
|
|
|
|
4,099
|
|
Preferred stock warrant liability
|
|
|
|
|
|
|
765
|
|
|
|
|
|
|
|
|
|
|
Total long-term liabilities
|
|
|
15,418
|
|
|
|
14,629
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
62,277
|
|
|
|
53,191
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies (Note 15)
|
|
|
|
|
|
|
|
|
Convertible redeemable preferred stock, $0.001 par value;
|
|
|
|
|
|
|
|
|
Series A; 0 and 17,280,000 shares authorized at
January 31, 2008 and 2007, respectively; 0 and
17,200,000 shares issued and outstanding at
January 31, 2008 and 2007, respectively
|
|
|
|
|
|
|
12,805
|
|
Series B; 0 and 29,425,622 shares authorized at
January 31, 2008 and 2007, respectively; 0 and
29,389,622 shares issued and outstanding at
January 31, 2008 and 2007, respectively
|
|
|
|
|
|
|
35,245
|
|
Series C; 0 and 23,058,151 shares authorized at
January 31, 2008 and 2007, respectively; 0 and
23,058,151 shares issued and outstanding at
January 31, 2008 and 2007, respectively
|
|
|
|
|
|
|
25,700
|
|
Series D; 0 and 8,147,452 shares authorized at
January 31, 2008 and 2007, respectively; 0 and
7,901,961 shares issued and outstanding at January 31,
2008 and 2007, respectively
|
|
|
|
|
|
|
23,381
|
|
|
|
|
|
|
|
|
|
|
Total convertible redeemable preferred stock
|
|
|
|
|
|
|
97,131
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity (deficit):
|
|
|
|
|
|
|
|
|
Preferred stock, $0.001 par value; 5,000,000 and
0 shares authorized at January 31, 2008 and 2007
respectively; none outstanding
|
|
|
|
|
|
|
|
|
Common stock, $0.001 par value; 500,000,000 and
150,000,000 shares authorized at January 31, 2008 and
2007, respectively; 57,729,903 and 7,542,372 shares issued
at January 31, 2008 and 2007, respectively
|
|
|
58
|
|
|
|
8
|
|
Treasury stock, at cost; 139,062 shares at January 31,
2008 and 2007, respectively
|
|
|
(14
|
)
|
|
|
(14
|
)
|
Accumulated other comprehensive income
|
|
|
(682
|
)
|
|
|
(284
|
)
|
Additional
paid-in-capital
|
|
|
216,253
|
|
|
|
|
|
Accumulated deficit
|
|
|
(79,140
|
)
|
|
|
(80,833
|
)
|
|
|
|
|
|
|
|
|
|
Total stockholders equity (deficit)
|
|
|
136,475
|
|
|
|
(81,123
|
)
|
|
|
|
|
|
|
|
|
|
Total liabilities, convertible redeemable preferred stock and
stockholders equity (deficit)
|
|
$
|
198,752
|
|
|
$
|
69,199
|
|
|
|
|
|
|
|
|
|
|
See accompanying Notes to Consolidated Financial Statements
47
NETEZZA
CORPORATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended January 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
(In thousands, except share and per share amounts)
|
|
|
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
Product
|
|
$
|
102,994
|
|
|
$
|
64,632
|
|
|
$
|
45,508
|
|
Services
|
|
|
23,692
|
|
|
|
14,989
|
|
|
|
8,343
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
|
126,686
|
|
|
|
79,621
|
|
|
|
53,851
|
|
Cost of revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
Product
|
|
|
42,527
|
|
|
|
26,697
|
|
|
|
18,941
|
|
Services
|
|
|
7,716
|
|
|
|
5,403
|
|
|
|
3,491
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of revenue
|
|
|
50,243
|
|
|
|
32,100
|
|
|
|
22,432
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin
|
|
|
76,443
|
|
|
|
47,521
|
|
|
|
31,419
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing
|
|
|
43,210
|
|
|
|
32,908
|
|
|
|
25,626
|
|
Research and development
|
|
|
23,880
|
|
|
|
18,037
|
|
|
|
16,703
|
|
General and administrative
|
|
|
8,950
|
|
|
|
4,827
|
|
|
|
3,124
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
76,040
|
|
|
|
55,772
|
|
|
|
45,453
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
403
|
|
|
|
(8,251
|
)
|
|
|
(14,034
|
)
|
Interest income
|
|
|
2,971
|
|
|
|
414
|
|
|
|
487
|
|
Interest expense
|
|
|
717
|
|
|
|
765
|
|
|
|
173
|
|
Other income (expense), net
|
|
|
298
|
|
|
|
627
|
|
|
|
(87
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes, cumulative effect of change
in accounting principle and accretion to preferred stock
|
|
$
|
2,955
|
|
|
$
|
(7,975
|
)
|
|
$
|
(13,807
|
)
|
Income tax provision
|
|
|
961
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before cumulative effect of change in accounting
principle and accretion to preferred stock
|
|
$
|
1,994
|
|
|
$
|
(7,975
|
)
|
|
$
|
(13,807
|
)
|
Cumulative effect of change in accounting principle
|
|
|
|
|
|
|
|
|
|
|
(218
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
1,994
|
|
|
$
|
(7,975
|
)
|
|
$
|
(14,025
|
)
|
Accretion to preferred stock
|
|
|
(2,853
|
)
|
|
|
(5,931
|
)
|
|
|
(5,797
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to common stockholders
|
|
$
|
(859
|
)
|
|
$
|
(13,906
|
)
|
|
$
|
(19,822
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share attributable to common
stockholders basic and diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share before cumulative effect of change
in accounting principle and accretion to preferred stock
|
|
$
|
0.06
|
|
|
$
|
(1.09
|
)
|
|
$
|
(2.08
|
)
|
Cumulative effect of change in accounting principle
|
|
|
|
|
|
|
|
|
|
|
(0.03
|
)
|
Accretion to preferred stock
|
|
|
(0.09
|
)
|
|
|
(0.81
|
)
|
|
|
(0.88
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share attributable to common
stockholders basic and diluted
|
|
$
|
(0.03
|
)
|
|
$
|
(1.90
|
)
|
|
$
|
(2.99
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding basic and
diluted
|
|
|
33,988,696
|
|
|
|
7,319,231
|
|
|
|
6,635,274
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying Notes to Consolidated Financial Statements
48
NETEZZA
CORPORATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
Other
|
|
|
|
|
|
Total
|
|
|
|
Common Stock
|
|
|
Treasury Stock
|
|
|
Paid-in
|
|
|
Comprehensive
|
|
|
Accumulated
|
|
|
Stockholders
|
|
|
|
Shares
|
|
|
Par Value
|
|
|
Shares
|
|
|
Cost
|
|
|
Capital
|
|
|
Income
|
|
|
Deficit
|
|
|
Equity (Deficit)
|
|
|
|
(In thousands, except share amounts)
|
|
|
Balance at January 31, 2005
|
|
|
6,453,023
|
|
|
$
|
6
|
|
|
|
139,062
|
|
|
$
|
(14
|
)
|
|
$
|
|
|
|
$
|
(10
|
)
|
|
$
|
(49,092
|
)
|
|
$
|
(49,110
|
)
|
Issuance of common stock upon exercise of stock options
|
|
|
502,436
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
111
|
|
|
|
|
|
|
|
|
|
|
|
112
|
|
Vesting of restricted common stock
|
|
|
160,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39
|
|
|
|
|
|
|
|
|
|
|
|
39
|
|
Stock options issued to consultants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24
|
|
|
|
|
|
|
|
|
|
|
|
24
|
|
Non-cash compensation to employee
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
815
|
|
|
|
|
|
|
|
|
|
|
|
815
|
|
Issuance of Series D warrants in conjunction with debt
agreement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
172
|
|
|
|
|
|
|
|
|
|
|
|
172
|
|
Issuance of Series D convertible redeemable preferred
stock, including issuance costs of $6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6
|
)
|
|
|
|
|
|
|
|
|
|
|
(6
|
)
|
Accretion of preferred stock to redemption value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,155
|
)
|
|
|
|
|
|
|
(4,642
|
)
|
|
|
(5,797
|
)
|
Reclassification of preferred stock warrants to liability upon
adoption of FSP
150-5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(231
|
)
|
|
|
(231
|
)
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75
|
|
|
|
|
|
|
|
75
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14,025
|
)
|
|
|
(14,025
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 31, 2006
|
|
|
7,115,459
|
|
|
|
7
|
|
|
|
139,062
|
|
|
|
(14
|
)
|
|
|
|
|
|
|
65
|
|
|
|
(67,990
|
)
|
|
|
(67,932
|
)
|
Issuance of common stock upon exercise of stock options
|
|
|
304,413
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
117
|
|
|
|
|
|
|
|
|
|
|
|
118
|
|
Vesting of restricted common stock
|
|
|
122,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32
|
|
|
|
|
|
|
|
|
|
|
|
32
|
|
Stock options issued to consultants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37
|
|
|
|
|
|
|
|
|
|
|
|
37
|
|
Stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
877
|
|
|
|
|
|
|
|
|
|
|
|
877
|
|
Accretion of preferred stock to redemption value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,063
|
)
|
|
|
|
|
|
|
(4,868
|
)
|
|
|
(5,931
|
)
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(349
|
)
|
|
|
|
|
|
|
(349
|
)
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,975
|
)
|
|
|
(7,975
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 31, 2007
|
|
|
7,542,372
|
|
|
|
8
|
|
|
|
139,062
|
|
|
|
(14
|
)
|
|
|
|
|
|
|
(284
|
)
|
|
|
(80,833
|
)
|
|
|
(81,123
|
)
|
Issuance of common stock upon exercise of stock options
|
|
|
802,697
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
569
|
|
|
|
|
|
|
|
|
|
|
|
570
|
|
Vesting of restricted common stock
|
|
|
23,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9
|
|
|
|
|
|
|
|
|
|
|
|
9
|
|
Issuance of common stock upon exercise of warrants
|
|
|
209,048
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options issued to consultants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
46
|
|
|
|
|
|
|
|
|
|
|
|
46
|
|
Stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,271
|
|
|
|
|
|
|
|
|
|
|
|
4,271
|
|
Accretion of preferred stock to redemption value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,552
|
)
|
|
|
|
|
|
|
(301
|
)
|
|
|
(2,853
|
)
|
Conversion of preferred stock to common stock
|
|
|
38,802,036
|
|
|
|
39
|
|
|
|
|
|
|
|
|
|
|
|
100,473
|
|
|
|
|
|
|
|
|
|
|
|
100,512
|
|
Conversion of preferred stock warrants to common stock warrants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
494
|
|
|
|
|
|
|
|
|
|
|
|
494
|
|
Proceeds of initial public offering, net of offering expenses
|
|
|
10,350,000
|
|
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|
112,943
|
|
|
|
|
|
|
|
|
|
|
|
112,953
|
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(398
|
)
|
|
|
|
|
|
|
(398
|
)
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,994
|
|
|
|
1,994
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 31, 2008
|
|
|
57,729,903
|
|
|
$
|
58
|
|
|
|
139,062
|
|
|
$
|
(14
|
)
|
|
$
|
216,253
|
|
|
$
|
(682
|
)
|
|
$
|
(79,140
|
)
|
|
$
|
136,475
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying Notes to Consolidated Financial Statements
49
NETEZZA
CORPORATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended January 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
(In thousands)
|
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
1,994
|
|
|
$
|
(7,975
|
)
|
|
$
|
(14,025
|
)
|
Adjustments to reconcile net income (loss) to net cash provided
by (used in) operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
3,300
|
|
|
|
2,615
|
|
|
|
2,829
|
|
Noncash interest expense related to issuance of warrants
|
|
|
183
|
|
|
|
71
|
|
|
|
27
|
|
Stock based compensation expense
|
|
|
4,317
|
|
|
|
914
|
|
|
|
839
|
|
Change in carrying value of preferred stock warrant liability
|
|
|
257
|
|
|
|
198
|
|
|
|
218
|
|
Changes in assets and liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
12,152
|
|
|
|
(17,853
|
)
|
|
|
(8,387
|
)
|
Inventory
|
|
|
(8,763
|
)
|
|
|
(15,510
|
)
|
|
|
(2,823
|
)
|
Other assets
|
|
|
(2,748
|
)
|
|
|
(275
|
)
|
|
|
73
|
|
Accounts payable
|
|
|
(7,154
|
)
|
|
|
10,176
|
|
|
|
2,006
|
|
Accrued compensation and benefits
|
|
|
856
|
|
|
|
2,278
|
|
|
|
905
|
|
Accrued expenses
|
|
|
1,111
|
|
|
|
(553
|
)
|
|
|
2,253
|
|
Deferred revenue
|
|
|
21,432
|
|
|
|
14,751
|
|
|
|
6,325
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities
|
|
|
26,937
|
|
|
|
(11,163
|
)
|
|
|
(9,760
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of investments
|
|
|
(134,449
|
)
|
|
|
|
|
|
|
|
|
Sales and maturities of investments
|
|
|
43,832
|
|
|
|
|
|
|
|
|
|
Purchases of property and equipment
|
|
|
(1,142
|
)
|
|
|
(1,545
|
)
|
|
|
(5,498
|
)
|
Increase in restricted cash
|
|
|
|
|
|
|
|
|
|
|
(68
|
)
|
Repayment of notes receivable from employees
|
|
|
|
|
|
|
68
|
|
|
|
60
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(91,759
|
)
|
|
|
(1,477
|
)
|
|
|
(5,506
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from note payable
|
|
|
8,000
|
|
|
|
5,000
|
|
|
|
3,000
|
|
Repayment of note payable
|
|
|
(14,639
|
)
|
|
|
(1,361
|
)
|
|
|
|
|
Proceeds from issuance of Series D convertible redeemable
preferred stock
|
|
|
|
|
|
|
|
|
|
|
4,492
|
|
Proceeds of initial public offering, net of offering expenses of
$11,247
|
|
|
112,953
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of common stock upon exercise of stock
options
|
|
|
570
|
|
|
|
150
|
|
|
|
152
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
106,884
|
|
|
|
3,789
|
|
|
|
7,644
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
42,062
|
|
|
|
(8,851
|
)
|
|
|
(7,622
|
)
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
(896
|
)
|
|
|
(794
|
)
|
|
|
92
|
|
Cash and cash equivalents, beginning of year
|
|
|
5,018
|
|
|
|
14,663
|
|
|
|
22,193
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of year
|
|
$
|
46,184
|
|
|
$
|
5,018
|
|
|
$
|
14,663
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
$
|
588
|
|
|
$
|
656
|
|
|
$
|
125
|
|
Cash paid for taxes
|
|
$
|
288
|
|
|
$
|
|
|
|
$
|
|
|
See accompanying Notes to Consolidated Financial Statements
50
NETEZZA
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
|
|
1.
|
Nature of
the Business
|
Netezza Corporation (the Company) is a leading
provider of data warehouse appliances. The Companys
product, the Netezza Performance Server, or NPS, integrates
database, server and storage platforms in a purpose-built unit
to enable detailed queries and analyses on large volumes of
stored data. The results of these queries and analyses, often
referred to as business intelligence, provide organizations with
actionable information to improve their business operations. The
NPS data warehouse appliance was designed specifically for
analysis of terabytes of data at higher performance levels and
at a lower total cost of ownership with greater ease of use than
can be achieved via traditional data warehouse systems. The NPS
appliance performs faster, deeper and more iterative analyses on
larger amounts of detailed data, giving customers greater
insight into trends and anomalies in their businesses, thereby
enabling them to make better strategic decisions.
|
|
2.
|
Summary
of Significant Accounting Policies
|
Basis
of Presentation
The accompanying consolidated financial statements include those
of the Company and its wholly-owned subsidiaries, after
elimination of all intercompany accounts and transactions. The
Company has prepared the accompanying consolidated financial
statements in conformity with accounting principles generally
accepted in the United States of America.
Use of
Estimates
The preparation of these financial statements in conformity with
accounting principles generally accepted in the United States of
America requires the Company to make estimates and judgments
that affect the reported amounts of assets, liabilities, revenue
and expenses, and disclosure of contingent assets and
liabilities. On an ongoing basis, management evaluates these
estimates and judgments, including those related to revenue
recognition, warranty claims, the write down of inventory to net
realizable value, stock-based compensation and income taxes. The
Company bases these estimates on historical and anticipated
results and trends and on various other assumptions that the
Company believes are reasonable under the circumstances,
including assumptions as to future events. These estimates form
the basis for making judgments about the carrying values of
assets and liabilities that are not readily apparent from other
sources. By their nature, estimates are subject to an inherent
degree of uncertainty. Actual results may differ from the
Companys estimates.
Cash,
Cash Equivalents and Restricted Cash
The Company considers all highly liquid investments with an
original or remaining maturity of three months or less at the
time of purchase to be cash equivalents. Cash equivalents and
restricted cash consist primarily of investments in money market
funds of major financial institutions. Accordingly, its
investments are subject to minimal credit and market risk. At
January 31, 2008 and 2007, cash equivalents were comprised
of money market funds totaling $31.7 million and
$0.3 million, respectively. These cash equivalents are
carried at cost which approximates fair value. Restricted cash
represents the amount of cash equivalents required to be
maintained by the Company under a letter of credit to comply
with the requirements of an office space lease agreement. The
letter of credit totaled $0.4 million at January 31,
2008 and 2007.
Investments
The Company accounts for and classifies its investments as
either available-for-sale, trading, or
held-to-maturity, in accordance with the guidance
outlined in Statement of Financial Accounting Standards
(SFAS) SFAS No. 115 Accounting
for Certain Investments in Debt and Equity Securities,
(SFAS 115). The determination of the
appropriate classification by the Company is based on a variety
of factors, including managements intent at the time of
purchase.
51
NETEZZA
CORPORATION
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Held-to-maturity securities are those securities which the
Company has the ability and intent to hold until maturity and
are recorded at amortized cost, adjusted for the amortization or
accretion of premiums or discounts. Premiums and discounts are
amortized or accreted over the life of the related
held-to-maturity security as an adjustment to yield using the
effective interest method. At January 31, 2008, the Company
had no investments which were classified as held-to-maturity.
Available-for-sale securities are those securities which the
Company views as available for use in current operations.
Accordingly, the Company has classified all of its investments
as available-for-sale securities and consequently as short-term
investments, even though the stated maturity date may be one
year or more beyond the current balance sheet date.
Available-for-sale investments are stated at fair value with
their unrealized gains and losses included as a separate
component of stockholders equity entitled
Accumulated other comprehensive loss, until such
gains and losses are realized.
Trading securities are those securities which are bought and
held principally for the purpose of selling them in the near
term. Accordingly, these securities are classified as short-term
investments, even though the stated maturity date may be one
year or more beyond the current balance sheet date. Trading
securities are stated at fair value with their unrealized gains
and losses included in current earnings. At January 31,
2008, the Company had no investments which were classified as
trading.
The fair value of the Companys investments is determined
from quoted market prices. The Company has investments in
auction rate securities that consist entirely of municipal debt
securities, which are recorded in its financial statements at
cost, which approximates fair market value (unless the auction
fails) due to their variable interest rates, which reset through
an auction process typically every 28 days. This auction
mechanism generally allows existing investors to continue to own
their securities with a revised interest rate based on the
auction or liquidate their holdings by selling these auction
rate securities at par value. Because of the short intervals
between interest reset dates, the Company monitors the auctions
to ensure they are successful, which provides evidence that the
recorded values of these investments approximate their fair
values. To the extent an auction were to fail such that the
securities were deemed to be not liquid, the Company would need
to seek other alternatives to determine the fair value of these
securities, which may not be based on quoted market transactions
(Note 19). Due to the Companys inability to quickly
liquidate these investments, the Company has reclassified those
investments with failed auctions and which have not been
subsequently liquidated, as long-term assets in its consolidated
balance sheet based on their contractual maturity dates.
Investments are considered to be impaired when a decline in fair
value below cost basis is determined to be other than temporary.
The Company periodically employs a methodology in evaluating
whether a decline in fair value below cost basis is other than
temporary that considers available evidence regarding the
Companys marketable securities. In the event that the cost
basis of a security exceeds its fair value, the Company
evaluates, among other factors, the duration of the period that,
and extent to which, the fair value is less than cost basis; the
financial health of and business outlook for the investee,
including industry and sector performance, changes in
technology, and operational and financing cash flow factors;
overall market conditions and trends; and the Companys
intent and ability to hold the investment. Once a decline in
fair value is determined to be other than temporary, the Company
will record a write-down in its Statement of Operations and a
new cost basis in the security is established. There were no
unrealized losses in the Companys investments which were
deemed to be other than temporary in the year ended
January 31, 2008. Realized gains and losses are determined
on the specific identification method and are included in
interest income in the Statements of Operations. Interest income
is accrued as earned.
Derivatives
The Company applies SFAS No. 133, Accounting
for Derivative Instruments and Hedging Activities
(SFAS 133) which established accounting and
reporting standards for derivative instruments, including
certain derivative instruments embedded in other contracts, and
for hedging activities. All derivatives, whether designated
52
NETEZZA
CORPORATION
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
in a hedging relationship or not, are required to be recorded on
the balance sheet at fair value. SFAS 133 also requires
that changes in the derivatives fair value be recognized
currently in earnings unless specific hedge accounting criteria
are met, and that the Company formally document, designate, and
assess the effectiveness of transactions that receive hedge
accounting. The effectiveness of the derivative as a hedging
instrument is based on changes in its market value being highly
correlated with changes in the market value of the underlying
hedged item.
Derivatives are financial instruments whose values are derived
from one or more underlying financial instruments, such as
foreign currency. The Company enters into derivative
transactions, specifically foreign currency forward contracts,
to manage the Companys exposure to fluctuations in foreign
exchange rates that arise primarily from our foreign
currency-denominated receivables and payables. The contracts are
primarily in British Pounds, Australian Dollars and Japanese
Yen, typically have maturities of one month and require an
exchange of foreign currencies for U.S. dollars at maturity
of the contracts at rates agreed to at inception of the
contracts. The Company does not enter into or hold derivatives
for trading or speculative purposes. Generally, the Company does
not designate foreign currency forward contracts as hedges for
accounting purposes, and changes in the fair value of these
instruments are recognized immediately in current earnings.
Because the Company enters into forward contracts only as an
economic hedge, any gain or loss on the underlying
foreign-denominated balance would be offset by the loss or gain
on the forward contract. Gains and losses on forward contracts
and foreign denominated receivables and payables are included in
other income (expense), net. Net realized and unrealized (if any
outstanding) gains and losses associated with exchange rate
fluctuations on forward contracts and the underlying foreign
currency exposure being hedged were immaterial for all periods
presented. As of January 31, 2008, the Company had an
outstanding forward contract to sell 335,000,000 Japanese Yen
(approximately $3.1 million U.S. dollar equivalent)
that matured on February 29, 2008. There were no
outstanding contracts at January 31, 2007.
Revenue
Recognition
The Company derives revenue from the sale of its products and
related services. Revenue is recognized when persuasive evidence
of an arrangement exists, delivery has occurred, the sales price
is fixed or determinable and collectibility of the related
receivable is probable. This policy is applicable to all revenue
transactions, including sales to resellers and end users. The
following summarizes the major terms of the Companys
contractual relationships with end users and resellers and the
manner in which these transactions are accounted.
The Companys product offerings include the sale of
hardware with its embedded propriety software. Revenue from
these transactions is recognized upon shipment unless shipping
terms or local laws do not allow the title and risk of loss to
transfer at shipping point. In those cases, the Company defers
revenue until title and risk of loss transfer to the customer.
The Company does not customarily offer a right of return on its
product sales and any acceptance criteria is normally based upon
published specifications. In cases where a right of return is
granted, the Company defers revenue until such rights expire. If
acceptance criteria are not based on published specifications
with which the Company can ensure compliance, the Company defers
revenue until acceptance has been confirmed or the right of
return expires. Customers may purchase a standard maintenance
agreement which typically commences upon product delivery. The
Company also provides a
90-day
standard product warranty.
The Companys services revenue consists of installation,
maintenance, training and professional services. Installation
and professional services are not considered essential to the
functionality of the Companys products as these services
do not customize or alter the product capabilities and could be
performed by customers or other vendors. Installation and
professional services revenue is recognized upon completion of
installation or requested services. Maintenance revenue is
recognized ratably over the contract period. Training revenue is
recognized upon the completion of the training.
The Company enters into multiple element arrangements in the
normal course of business with its customers. Elements in such
arrangements are recognized when delivered and the amount
allocated to each element is based on vendor specific objective
evidence of fair value (VSOE). VSOE is determined
based upon the amount charged when an element is sold
separately. VSOE of the fair value of maintenance services may
also be determined based
53
NETEZZA
CORPORATION
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
on a substantive maintenance renewal clause, if any, within a
customer contract. The Companys current pricing practices
are influenced primarily by product type, purchase volume and
maintenance term. The Company reviews services revenue sold
separately and maintenance renewal rates on a periodic basis and
update, when appropriate, the Companys VSOE of fair value
for such services to ensure that it reflects the Companys
recent pricing experience. When VSOE exists for undelivered
elements but not for the delivered elements, the Company uses
the residual method. Under the residual method, the
fair values of the undelivered elements are initially deferred.
The residual contract amount is then allocated to and recognized
for the delivered elements. Thereafter, the amount deferred for
the undelivered element is recognized when those elements are
delivered. For arrangements in which VSOE does not exist for
each undelivered element, revenue for the entire arrangement is
deferred and not recognized until delivery of all the elements
without VSOE has occurred, unless the only undelivered element
is maintenance in which case the entire contract is recognized
ratably over the maintenance period.
For sales through resellers and distributors, the Company
delivers the product directly to the end user customer to which
the product has been sold. Revenue recognition on reseller and
distributor arrangements is accounted for as described above.
Inventory
Inventories are stated at the lower of standard cost or market
value. Cost is determined by the
first-in,
first-out method and market value represents the lower of
replacement cost or estimated net realizable value. The Company
regularly monitors inventory quantities on-hand and records
write-downs for excess and obsolete inventories based on the
Companys estimated demand for its products, potential
obsolescence of technology, product life cycles and whether
pricing trends or forecasts indicate that the carrying value of
inventory exceeds its estimated selling price. These factors are
impacted by market and economic conditions, technology changes,
and new product introductions and require estimates that may
include elements that are uncertain. If inventory is written
down, a new cost basis will be established that can not be
increased in future periods.
Property
and Equipment
Property and equipment are recorded at cost and consist
primarily of engineering test equipment and computer equipment
and software. Depreciation is computed using the straight-line
method over the estimated useful lives as follows:
|
|
|
|
|
|
|
Estimated
|
|
|
Useful Life
|
|
Engineering test equipment
|
|
|
1 to 3 years
|
|
Computer equipment and software
|
|
|
3 years
|
|
Furniture and fixtures
|
|
|
5 years
|
|
Leasehold improvements
|
|
|
Term of lease
|
|
Expenditures for additions, renewals and betterments of property
and equipment are capitalized. Expenditures for repairs and
maintenance are charged to expense as incurred. As assets are
retired or sold, the related cost and accumulated depreciation
are removed from the accounts and any resulting gain or loss is
credited or charged to operations.
Impairment
of Long-Lived Assets
The Company periodically evaluates the recoverability of
long-lived assets whenever events and changes in circumstances
indicate that the carrying amount of an asset may not be fully
recoverable. When indicators of impairment are present, the
carrying values of the assets are evaluated in relation to the
operating performance and future undiscounted cash flows of the
underlying business. The net book value of the underlying asset
is adjusted to fair value if the sum of the expected discounted
cash flows is less than book value. Fair values are based on
estimates
54
NETEZZA
CORPORATION
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
of market prices and assumptions concerning the amount and
timing of estimated future cash flows and assumed discount
rates, reflecting varying degrees of perceived risk. There were
no impairment charges recorded during any of the periods
presented.
Fair
Value of Financial Instruments
During February, March and April 2008, many of the auction rate
securities held by the Company, which consist entirely of
securities collateralized by student loans with approximately
95% of such collateral in the aggregate being guaranteed by the
United States government, experienced failed auctions. The
continued uncertainty in the credit markets, which has caused
these auction rate securities to fail, prevented the Company
from liquidating certain of its holdings of auction rate
securities. If the issuers are unable to successfully close
future auctions and their credit ratings deteriorate, the
Company may be required to adjust the carrying value of these
investments through an impairment charge, which could be
material. Due to the Companys inability to quickly
liquidate these investments, it has reclassified those
investments with failed auctions and which have not been
subsequently liquidated, as long-term assets in its consolidated
balance sheet based on their contractual maturity dates
(Note 19).
The carrying value of the Companys financial instruments,
including cash equivalents, short-term marketable securities,
restricted cash, accounts receivable, accounts payable and other
accrued expenses, approximate their fair values due to their
short maturities. The fair value of the Companys notes
payable approximates the carrying value of the notes.
Freestanding
Preferred Stock Warrants
The Company accounts for freestanding warrants and other similar
instruments related to shares that are redeemable in accordance
with SFAS No. 150, Accounting for Certain
Financial Instruments with Characteristics of both Liabilities
and Equity, (SFAS 150). Under
SFAS 150, the freestanding warrants that were related to
the Companys convertible preferred stock were classified
as liabilities on the consolidated balance sheet at
January 31, 2007. These warrants were subject to
revaluation at each balance sheet date, and any change in fair
value was recorded as a component of other income (expense),
net, until the closing of the Companys initial public
offering, at which time the preferred stock warrant liability
was reclassified to stockholders additional
paid-in-capital,
as discussed below.
Prior to the Companys initial public offering, the
warrants to purchase convertible redeemable preferred stock were
either exercised or, for those that remained outstanding at the
closing of the initial public offering, were converted to
warrants to purchase common stock. Accordingly, effective as of
the closing of the Companys initial public offering, which
occurred on July 24, 2007, the liability related to the
convertible redeemable preferred stock warrants was transferred
to additional
paid-in-capital
and the warrants were no longer subject to re-measurement.
Research
and Development
Costs incurred in the research and development, which consist
primarily of salaries and employee benefits, product prototype
expenses, allocated facilities expenses and depreciation of
equipment used in research and development activities of the
Companys products, are expensed as incurred, except
certain software development costs. Costs associated with the
development of computer software are expensed as incurred prior
to the establishment of technological feasibility in accordance
with SFAS No. 86, Accounting for the Costs of
Computer Software to be Sold, Leased or Otherwise
Marketed. Costs incurred subsequent to the
establishment of technological feasibility and prior to the date
when the software is available-for-sale are capitalized. No
software development costs have been capitalized to date since
costs incurred between the establishment of technological
feasibility and the softwares available-for-sale date have
been insignificant.
55
NETEZZA
CORPORATION
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Foreign
Currency Translation
The financial statements of the Companys foreign
subsidiaries are translated in accordance with
SFAS No. 52, Foreign Currency
Translation. The functional currency for the
Companys foreign subsidiaries is the applicable local
currency. For financial reporting purposes, assets and
liabilities of subsidiaries outside the United States of America
are translated into U.S. dollars using year-end exchange
rates. Revenue and expense accounts are translated at the
average rates in effect during the year. The effects of foreign
currency translation adjustments are included in accumulated
other comprehensive income as a component of stockholders
equity. Transaction gains (losses) for the fiscal years ended
January 31, 2008, 2007 and 2006 were $0.7 million,
$0.6 million and $(0.1) million, respectively and
recorded as other income (expense), net in the consolidated
statements of operations.
Concentration
of Credit Risk and Significant Customers
The Company maintains its cash in bank deposit accounts at high
quality financial institutions. The individual balances, at
times, may exceed federally insured limits. However, the Company
does not believe that it is subject to unusual credit risk
beyond the normal credit risk associated with commercial banking
relationships.
Financial instruments which potentially expose the Company to
concentrations of credit risk consist of accounts receivable.
Management believes its credit policies are prudent and reflect
normal industry terms and business risk. At January 31,
2008, two customers accounted for 28% and 11% of accounts
receivable, while three customers accounted for 21%, 15% and 11%
of accounts receivable at January 31, 2007. One customer
accounted for 10% of the Companys total revenue for the
fiscal year ended January 31, 2008,while no customer
accounted for 10% or greater of the Companys total revenue
for the fiscal year ended January 31, 2007, and one
customer accounted for 10% of the Companys revenue for the
fiscal year ended January 31, 2006.
Stock-Based
Compensation
Through January 31, 2006, the Company accounted for its
stock-based employee compensation arrangements in accordance
with the intrinsic value provisions of APB Opinion No. 25,
Accounting for Stock Issued to Employees and
related interpretations. Under the intrinsic value method,
compensation expense is measured on the date of the grant as the
difference between the fair value of the Companys common
stock and the exercise or purchase price multiplied by the
number of stock options or restricted stock awards granted.
The Company accounts for stock-based compensation expense for
non-employees using the fair value method prescribed by
EITF 96-18,
Accounting for Equity Instruments That Are Issued to
Other Than Employees for Acquiring, or in Conjunction with
Selling, Goods or Services and the Black-Scholes
option pricing model, and recorded the fair value of
non-employee stock options as an expense over the vesting term
of the option.
In December 2004, the Financial Accounting Standards Board (the
FASB) issued SFAS No. 123(R),
Share-Based Payment,
(SFAS 123(R)) a revision of
SFAS No. 123, Accounting for Stock-Based
Compensation, (SFAS 123) which
requires companies to expense the fair value of employee stock
options and other forms of stock-based compensation. The Company
adopted SFAS 123(R) effective February 1, 2006.
SFAS 123(R) requires nonpublic companies that used the
minimum value method under SFAS 123 for either recognition
or pro forma disclosures to apply SFAS 123(R) using the
prospective-transition method. As such, the Company will
continue to apply APB Opinion No. 25 in future periods to
equity awards outstanding at the date of adoption of
SFAS 123(R) that were measured using the minimum value
method. In accordance with SFAS 123(R), the Company will
recognize the compensation cost of employee stock-based awards
granted subsequent to January 31, 2006 in the statement of
operations using the straight line method over the vesting
period of the award. Effective with the adoption of
SFAS 123(R), the Company elected to use the Black-Scholes
option pricing model to determine the fair value of stock
options granted.
56
NETEZZA
CORPORATION
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Under SFAS 123R, the Companys expected volatility
assumption used in the Black-Scholes option-pricing model was
based on peer group volatility. The expected life assumption is
based on the simplified method in accordance with the SECs
Staff Accounting Bulletin No. 110
(SAB 110). The simplified method is based on
the vesting period and contractual term for each vesting tranche
of awards. The mid-point between the vesting date and the
expiration date is used as the expected term under this method.
The risk-free interest rate used in the Black-Scholes model is
based on the implied yield curve available on U.S. Treasury
zero-coupon issues at the date of grant with a remaining term
equal to the Companys expected term assumption. The
Company has never declared or paid a cash dividend and has no
current plans to pay cash dividends.
Net
Loss Per Share
The Company computes basic net loss per share attributable to
common stockholders by dividing its net loss attributable to
common stockholders for the period by the weighted average
number of common shares outstanding during the period. Net loss
attributable to common stockholders is calculated using the
two-class method; however, preferred stock dividends were not
included in the Companys diluted net loss per share
calculations because to do so would be anti-dilutive for all
periods presented.
The components of the net loss per share attributable to common
stockholders were as follows (in thousands except share and per
share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended January 31,
|
|
|
2008
|
|
2007
|
|
2006
|
|
Net loss attributable to common stockholders
|
|
$
|
(859
|
)
|
|
$
|
(13,906
|
)
|
|
$
|
(19,822
|
)
|
Basic and diluted shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares used to compute basic and diluted net
loss per share
|
|
|
33,988,696
|
|
|
|
7,319,231
|
|
|
|
6,635,274
|
|
Net loss per share attributable to common
stockholders basic and diluted
|
|
$
|
(0.03
|
)
|
|
$
|
(1.90
|
)
|
|
$
|
(2.99
|
)
|
The following convertible redeemable preferred stock, warrants
to purchase outstanding convertible redeemable preferred stock,
and options and warrants to purchase common stock have been
excluded from the computation of diluted net loss per share for
the periods presented because a loss was incurred in those
periods and including the convertible redeemable preferred
stock, options and warrants would be anti-dilutive. The Company
has excluded the convertible redeemable preferred stock from the
basic earnings per share calculation as the preferred
stockholders did not have a contractual obligation to share in
the losses of the Company.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended January 31,
|
|
|
2008
|
|
2007
|
|
2006
|
|
Convertible preferred stock upon conversion to common stock
|
|
|
|
|
|
|
38,774,847
|
|
|
|
38,774,847
|
|
Warrants to purchase convertible preferred stock
|
|
|
|
|
|
|
241,490
|
|
|
|
202,275
|
|
Warrants to purchase common stock
|
|
|
34,893
|
|
|
|
192,036
|
|
|
|
192,036
|
|
Options to purchase common stock
|
|
|
9,379,774
|
|
|
|
7,480,447
|
|
|
|
4,352,658
|
|
Advertising
Expense
The Company expenses advertising costs as they are incurred.
During the fiscal years ended January 31, 2008, 2007 and
2006, advertising expense totaled $0.3 million,
$0.3 million and $0.4 million, respectively.
57
NETEZZA
CORPORATION
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Income
Taxes
Deferred taxes are determined based on the difference between
the financial statement and tax basis of assets and liabilities
using enacted tax rates in effect in the years in which the
differences are expected to reverse. Valuation allowances are
provided if, based upon the weight of available evidence, it is
more likely than not that some or all of the deferred tax assets
will not be realized.
Comprehensive
Income (Loss)
Comprehensive income (loss) consists of net income (loss) and
adjustments to stockholders equity for the foreign
currency translation adjustment and unrealized gain from
investments. For the purposes of comprehensive income (loss)
disclosures, the Company does not record tax provisions or
benefits for the net changes in the foreign currency translation
adjustment, as the Company intends to permanently reinvest
undistributed earnings in its foreign subsidiaries. Accumulated
other comprehensive income (loss) consists only of foreign
exchange gains and losses and unrealized gains and losses on
investments.
The components of comprehensive income (loss) are as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended January 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
Net income (loss)
|
|
$
|
1,994
|
|
|
$
|
(7,975
|
)
|
|
$
|
(14,025
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency adjustment
|
|
|
(670
|
)
|
|
|
(349
|
)
|
|
|
75
|
|
Unrealized gain from investments
|
|
|
272
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income (loss)
|
|
$
|
1,596
|
|
|
$
|
(8,324
|
)
|
|
$
|
(13,950
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recent
Accounting Pronouncements
In September 2006, the FASB issued SFAS No. 157,
Fair Value Measurements
(SFAS 157) which defines fair value,
establishes guidelines for measuring fair value and expands
disclosures regarding fair value measurements. SFAS 157
does not require new fair value measurements but rather
eliminates inconsistencies in guidance found in various prior
accounting pronouncements. SFAS 157 is effective for
financial statements issued for fiscal years beginning after
November 15, 2007 and interim periods within those fiscal
years. However, on February 6, 2008, the FASB issued
FSP 157-2
which defers the effective date of SFAS 157 for one year
for non-financial assets and non-financial liabilities that are
recognized or disclosed at fair value in the financial
statements on a recurring basis. For 2009 the Company will adopt
SFAS 157 except as it applies to those non-financial assets
and non-financial liabilities as noted in
FSP 157-2.
The partial adoption of SFAS 157 will not have a material
impact on the Companys financial position, results of
operations or cash flows. The Company is currently evaluating
the impact of adopting SFAS 157 on non-financial assets and
non-financial liabilities.
On February 15, 2007, the FASB issued
SFAS No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities
(SFAS 159). This statement is a fair value
option for financial assets and financial liabilities and
includes an amendment of SFAS 115 which covers accounting
for certain investments in debt and equity securities. The
statement also establishes presentation and disclosure
requirements designed to facilitate comparisons between
companies that choose different measurement attributes for
similar type assets and liabilities. SFAS 159 requires
statements to more clearly present the effect of a
companys choice to use fair value on its earnings. It also
requires entities to display the fair value of those assets and
liabilities for which a company has chosen to use fair value on
the face of its balance sheet. SFAS 159 is effective for
fiscal years beginning after November 15, 2007. The
adoption of SFAS 159 will not have a material impact on the
Companys consolidated financial position, results of
operations, or cash flows.
58
NETEZZA
CORPORATION
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
In December 2007, the FASB issued SFAS No. 141
(revised 2007), Business Combinations
(SFAS 141(R)). SFAS 141(R) replaces
SFAS 141, Business Combinations. SFAS 141(R) requires
the acquiring entity in a business combination to recognize the
full fair value of assets acquired and liabilities assumed in
the transaction; requires certain contingent assets and
liabilities acquired to be recognized at their fair values on
the acquisition date; requires contingent consideration to be
recognized at its fair value on the acquisition date and changes
in the fair value to be recognized in earnings until settled;
requires the expensing of most transaction and restructuring
costs; and generally requires the reversals of valuation
allowances related to acquired deferred tax assets and changes
to acquired income tax uncertainties to also be recognized in
earnings. This accounting standard is effective for financial
statements issued for fiscal years beginning after
December 15, 2008. The Company is currently evaluating the
provisions of SFAS 141(R) to determine the potential
impact, if any, the adoption will have on the Companys
financial position and results of operations.
In December 2007, the FASB issued SFAS No. 160,
Noncontrolling Interests in Consolidated Financial
Statements, an amendment of ARB No. 51
(SFAS 160). SFAS 160 requires the
ownership interests in subsidiaries held by parties other than
the parent be clearly identified in the consolidated statement
of financial position within equity, but separate from the
parents equity. This standard also requires the amount of
consolidated net income attributable to the parent and to the
noncontrolling interest be clearly identified and presented on
the face of the consolidated statement of income. This
accounting standard is effective for financial statements issued
for fiscal years beginning after December 15, 2008. The
Company is currently evaluating the provisions of SFAS 160
to determine the potential impact, if any, the adoption will
have on the Companys financial position and results of
operations.
From time to time, new accounting pronouncements are issued by
the FASB and subsequently adopted by the Company as of the
specified effective date. Unless otherwise discussed, the
Company believes that the impact of recently issued standards,
which are not yet effective, will not have a material impact on
the Companys consolidated results of operations and
financial condition upon adoption.
|
|
3.
|
Initial
Public Offering
|
On July 24, 2007, the Company closed its initial public
offering of 10,350,000 shares of common stock at an
offering price of $12.00 per share, raising proceeds of
approximately $113.0 million, net of underwriting discounts
and expenses.
At the close of the initial public offering, the Companys
outstanding shares of convertible redeemable preferred stock
were automatically converted into 38,802,036 shares of
common stock and warrants to purchase convertible, redeemable
preferred stock were converted into warrants to purchase
58,000 shares of common stock.
|
|
4.
|
Change in
Accounting Principle
|
On June 29, 2005, the FASB issued Staff Position
150-5,
Issuers Accounting under FASB Statement
No. 150 for Freestanding Warrants and Other Similar
Instruments on Shares That Are Redeemable
(FSP 150-5).
FSP 150-5
affirms that warrants of this type are subject to the
requirements in SFAS 150, regardless of the redemption
price or the timing of the redemption feature. Therefore, under
SFAS 150, the freestanding warrants to purchase the
Companys convertible redeemable preferred stock are
liabilities that must be recorded at fair value.
The Company adopted
FSP 150-5
as of August 1, 2005 and recorded an expense of
$0.2 million for the cumulative effect of the change in
accounting principle to reflect the estimated fair value of
these warrants as of that date. There was no change in fair
value between the adoption date and January 31, 2006. In
the year ended January 31, 2007, the Company recorded
$0.2 million of additional expense to reflect the increase
in fair value between February 1, 2006 and January 31,
2007. In the fiscal year ended January 31, 2008, the
Company recorded $0.3 million of additional expense to
reflect the increase in fair value between February 1, 2007
and the closing of the Companys initial public offering.
59
NETEZZA
CORPORATION
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
These warrants were subject to revaluation at each balance sheet
date, and any change in fair value were recorded as a component
of other income (expense). Prior to the Companys initial
public offering, the warrants to purchase convertible redeemable
preferred stock were either exercised or, for those that
remained outstanding at the closing of the initial public
offering, were converted to warrants to purchase common stock.
Accordingly, effective as of the closing of the Companys
initial public offering, the liability related to the
convertible redeemable preferred stock warrants was transferred
to additional
paid-in-capital
and is no longer required to be adjusted at each reporting
period.
At January 31, 2008, the Companys investments
consisted of corporate debt securities, U.S. treasury and
government agency securities, commercial paper, and auction rate
securities which were classified as available-for-sale
investments.
The following is a summary of the Companys
available-for-sale securities (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 31, 2008
|
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
Estimated
|
|
|
|
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Fair
|
|
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Value
|
|
|
Corporate debt securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due in one year or less
|
|
$
|
7,459
|
|
|
$
|
89
|
|
|
$
|
|
|
|
$
|
7,548
|
|
Due in greater than one year
|
|
|
2,408
|
|
|
|
14
|
|
|
|
|
|
|
|
2,422
|
|
U.S. treasury and government agency securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due in one year or less
|
|
|
999
|
|
|
|
2
|
|
|
|
|
|
|
|
1,001
|
|
Due in greater than one year
|
|
|
1,002
|
|
|
|
1
|
|
|
|
|
|
|
|
1,003
|
|
Commercial paper
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due in one year or less
|
|
|
16,709
|
|
|
|
166
|
|
|
|
|
|
|
|
16,875
|
|
Due in greater than one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Auction rate securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due in one year or less
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due in greater than one year
|
|
|
62,075
|
|
|
|
|
|
|
|
|
|
|
|
62,075
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
90,652
|
|
|
$
|
272
|
|
|
$
|
|
|
|
$
|
90,924
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 31, 2008, the Company had no investments in an
unrealized loss position.
The Companys investments in auction rate securities, which
consist entirely of securities collateralized by student loans
with approximately 95% of such collateral in the aggregate being
guaranteed by the United States government, are recorded at
cost, which approximates the fair market value of the
securities. Auction rate securities are securities that are
structured to allow for short-term interest rate resets but with
contractual maturities that can be well in excess of ten years.
At the end of each reset period, which typically occurs every
28 days, investors can sell or continue to hold the
securities at par. During February, March and April 2008, due to
current market conditions, the auction process for certain of
the Companys auction rate securities failed, which
prevented the Company from liquidating certain of its holdings
of auction rate securities. At January 31, 2008,
approximately $62.1 million of the Companys
marketable securities were auction rate securities. Subsequent
to January 31, 2008, the Company liquidated approximately
$8.3 million of these securities at par value. As of
April 15, 2008, the Company had approximately
$53.8 million invested in auction rate securities held at
January 31, 2008 that had failed auctions subsequent to
January 31, 2008. Subsequent to January 31, 2008 the
Company purchased approximately $3.7 million of auction
rate securities at par value, resulting in total holdings of
auction rate securities of approximately $57.5 million as
of April 15, 2008. In the event that the Company needs to
access its investments in
60
NETEZZA
CORPORATION
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
these auction rate securities, the Company will not be able to
do so until a future auction on these investments is successful,
the issuer redeems the outstanding securities, a buyer is found
outside the auction process, the securities mature, or there is
a default requiring immediate payment from the issuer. If the
issuers are unable to successfully close future auctions and
their credit ratings deteriorate, the Company may be required to
adjust the carrying value of these investments through an
impairment charge, which could be material. Due to the
Companys inability to quickly liquidate these investments,
it has reclassified those investments with failed auctions and
which have not been subsequently liquidated, as long-term assets
in its consolidated balance sheet based on their contractual
maturity dates.
In May 2002, the Company obtained a letter of credit to comply
with the requirements stated in an office space lease agreement.
Under the letter of credit, the Company was required to maintain
cash equivalents equal to four months rent for the related
lease, which was $0.2 million as of January 31, 2003.
This requirement was released in December 2003 in conjunction
with the renegotiation of the office space lease agreement. In
February 2004, the Company renegotiated the lease and obtained a
letter of credit to comply with the new requirements which was
$0.3 million as of January 31, 2008 (Note 15).
In April 2005, the Company obtained a letter of credit to comply
with the requirements stated in an office space sublease
agreement. Under the letter of credit, the Company was required
to maintain cash equivalents equal to three months rent for the
related sublease, which was $0.1 million as of
January 31, 2008 (Note 15).
Inventory consists of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
As of January 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
Raw materials
|
|
$
|
2,203
|
|
|
$
|
2,032
|
|
Finished goods
|
|
|
29,408
|
|
|
|
24,207
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
31,611
|
|
|
$
|
26,239
|
|
|
|
|
|
|
|
|
|
|
|
|
8.
|
Property
and Equipment
|
Property and equipment consists of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
As of January 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
Engineering test equipment
|
|
$
|
11,047
|
|
|
$
|
7,822
|
|
Computer equipment and software
|
|
|
4,329
|
|
|
|
3,194
|
|
Furniture and fixtures
|
|
|
215
|
|
|
|
60
|
|
Leasehold improvements
|
|
|
266
|
|
|
|
266
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,857
|
|
|
|
11,342
|
|
Less: accumulated depreciation
|
|
|
10,390
|
|
|
|
7,114
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
5,467
|
|
|
$
|
4,228
|
|
|
|
|
|
|
|
|
|
|
Depreciation expense for the fiscal years ended January 31,
2008, 2007 and 2006, was $3.3 million, $2.6 million,
and $2.8 million, respectively. During the fiscal year
ended January 31, 2007, the Company wrote off fully
depreciated property and equipment with an original cost of
$0.5 million. During the fiscal years ended
61
NETEZZA
CORPORATION
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
January 31, 2008, 2007 and 2006, $3.4 million,
$0.4 million and $4.3 million of inventory was
reclassified to fixed assets representing a non cash increase in
property and equipment respectively.
Accrued expenses consist of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
As of January 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
Inventory Items
|
|
$
|
1,771
|
|
|
$
|
1,412
|
|
Sales meetings and events
|
|
|
930
|
|
|
|
537
|
|
Legal/audit/compliance
|
|
|
751
|
|
|
|
446
|
|
Corporate taxes
|
|
|
660
|
|
|
|
|
|
Partner fees
|
|
|
168
|
|
|
|
458
|
|
Other
|
|
|
1,214
|
|
|
|
1,437
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
5,494
|
|
|
$
|
4,290
|
|
|
|
|
|
|
|
|
|
|
In June 2005, the Company entered into a credit line agreement
with an outside party. Under this agreement, the Company was
able to borrow up to $8.0 million. The Company was required
to make interest-only payments on any amounts borrowed through
June 2006 and was then required to make 36 equal consecutive
monthly installments of principal and interest through June
2009. The Company closed the credit line agreement in fiscal
2008. The Company had borrowed the full $8.0 million as of
June 30, 2006. Interest rates were fixed for the term of
the loan at the time of each advance and were 10%, 10.75%,
11.75% and 12%. The loan was secured by all assets of the
Company, excluding intellectual property. All borrowings under
this credit line were repaid in full in July 2007. In addition,
in conjunction with the line of credit, the Company issued
warrants to purchase 125,490 shares of Series D
preferred stock at a price of $2.55 per share. These warrants
were exercised through a cashless exercise feature in July 2007.
As the line was no longer outstanding, the remaining debt
discount and premium were recorded as interest expense during
the fiscal year ended January 31, 2008. As of
January 31, 2008 and 2007, there was $0 and
$6.5 million, respectively, outstanding under the line of
credit. Interest expense on the line of credit of
$0.3 million and $0.7 million was incurred for the
fiscal years ended January 31, 2008 and 2007, respectively.
In January 2007, the Company entered into a revolving credit
line agreement with an outside party. Under this agreement, the
Company was able to borrow up to $15.0 million. Borrowings
under the line were due and payable on the maturity date of
January 31, 2008. The interest on this revolving credit
line was a floating rate of 1% below the prime rate. Interest
was payable monthly. The loan was secured by all assets of the
Company, excluding intellectual property. This agreement
contained both a subjective acceleration clause and a
requirement to maintain a lock-box arrangement. These conditions
resulted in a short-term classification of the line of credit in
accordance with EITF Issue
No. 95-22,
Balance Sheet Classification of Borrowings Outstanding
under revolving Credit Agreements that include both a Subjective
Acceleration Clause and a Lock-Box Arrangement. The
Company borrowed $8.0 million under the revolving line of
credit during the fiscal year ended January 31, 2008. The
Company repaid the outstanding balance under the revolving line
of credit of $8.0 million in July 2007. As of
January 31, 2008 and 2007, there was $0 and
$4.0 million, respectively, outstanding under the line of
credit. Interest expense on the line of credit of approximately
$0.2 million and $0 was incurred for the years ended
January 31, 2008 and 2007, respectively.
62
NETEZZA
CORPORATION
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
11.
|
Warrants
for Preferred Stock
|
In August 2001, the Company issued warrants to purchase
80,000 shares of Series A preferred stock in
conjunction with the issuance of the equipment line of credit.
The warrants had an exercise price of $0.6817 per share and a
term of seven years. The Company calculated the fair value of
each warrant using the Black-Scholes option pricing model with
the following assumptions: volatility of 100%, term of seven
years, risk-free interest rate of 4.27% and a dividend yield of
0%. The Company recorded the fair value of the warrants of
$32,410 as a premium to the debt which was amortized to interest
expense. There was no amortization in the fiscal years ended
January 31, 2008 or 2007. These warrants were converted to
common warrants upon the closing of the Companys initial
public offering and exercised through a cashless exercise
feature during the fiscal year ended January 31, 2008.
In September 2002, the Company issued warrants to purchase
36,000 shares of Series B preferred stock in
conjunction with obtaining a line of credit. The warrants had an
exercise price of $0.8634 per share and a term of seven years.
The Company calculated the fair value of each warrant using the
Black-Scholes option pricing model with the following
assumptions: volatility of 100%, term of seven years, risk-free
interest rate of 3.4% and a dividend yield of 0%. The Company
recorded the fair value of the warrants of $25,856 as a premium
to the debt which was amortized to interest expense over
36 months. There was no amortization which was recorded to
interest expense in the fiscal years ended January 31, 2008
or 2007. These warrants were converted to common warrants upon
the closing of the Companys initial public offering and
exercised through a cashless exercise feature during the fiscal
year ended January 31, 2008.
In June 2005, the Company issued warrants to purchase
62,745 shares of Series D preferred stock in
conjunction with obtaining a line of credit. The warrants had an
exercise price of $2.55 per share and a 10 year term. The
Company calculated the fair value of each warrant using the
Black-Scholes option pricing model with the following
assumptions: volatility of 100%, term of ten years, risk free
interest rate of 4.1% and a dividend yield of 0%. The Company
recorded the fair value of the warrants of $145,172 as a premium
to the debt which was being amortized to interest expense over
term of the line or 48 months. There was $87,708 and
$36,293 recorded to interest expense in the fiscal years ended
January 31,2008 and 2007, respectively. These warrants were
exercised for preferred stock through a cashless exercise
feature during the fiscal year ended January 31, 2008,
prior to the closing of the Companys initial public
offering.
In June 2005, the Company issued warrants to purchase
11,765 shares of Series D preferred stock in
conjunction with a $1.5 million draw on the Companys
line of credit. The warrants had an exercise price of $2.55 per
share and a 10 year term. The Company calculated the fair
value of each warrant using the Black-Scholes option pricing
model with the following assumptions: volatility of 100%, term
of ten years, risk free interest rate of 3.9% and a dividend
yield of 0%. The Company recorded the fair value of the warrants
of $27,194 as a discount to the carrying value of the note which
was being amortized over the remaining term of 48 months.
There was $16,429 and $6,799 recorded to interest expense in the
fiscal years ended January 31 2008 and 2007, respectively. These
warrants were exercised for preferred stock through a cashless
exercise feature during the fiscal year ended January 31,
2008, prior to the closing of the Companys initial public
offering.
In September 2005, the Company issued warrants to purchase
11,765 shares of Series D preferred stock in
conjunction with a $1.5 million draw on the Companys
line of credit. The warrants had an exercise price of $2.55 per
share and a 10 year term. The Company calculated the fair
value of each warrant using the Black-Scholes option pricing
model with the following assumptions: volatility of 100%, term
of ten years, risk free interest rate of 4.2% and a dividend
yield of 0%. The Company recorded the fair value of the warrants
of $27,249 as a discount to the carrying value of the note which
was being amortized over the remaining term of 45 months.
There was $17,561 and $7,266 recorded to interest expense in the
fiscal years ended January 31, 2008 and 2007, respectively.
These warrants were exercised for preferred stock through a
cashless exercise feature during the fiscal year ended
January 31, 2008, prior to the closing of the
Companys initial public offering.
63
NETEZZA
CORPORATION
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
In March 2006, the Company issued warrants to purchase
11,765 shares of Series D preferred stock in
conjunction with a $1.5 million draw on the Companys
line of credit. The warrants had an exercise price of $2.55 per
share and a 10 year term. The Company calculated the fair
value of each warrant using the Black-Scholes option pricing
model with the following assumptions: volatility of 100%, term
of ten years, risk free interest rate of 4.7% and a dividend
yield of 0%. The Company recorded the fair value of the warrants
of $27,319 as a discount to the carrying value of the note which
was being amortized over the remaining term of 39 months.
There was $20,314 and $7,005 recorded to interest expense in the
fiscal years ended January 31, 2008 and 2007, respectively.
These warrants were exercised for preferred stock through a
cashless exercise feature during the fiscal year ended
January 31, 2008, prior to the closing of the
Companys initial public offering.
In May 2006, the Company issued warrants to purchase
19,608 shares of Series D preferred stock in
conjunction with a $2.5 million draw on the Companys
line of credit. The warrants had an exercise price of $2.55 per
share and a 10 year term. The Company calculated the fair
value of each warrant using the Black-Scholes option pricing
model with the following assumptions: volatility of 100%, term
of ten years, risk free interest rate of 4.9% and a dividend
yield of 0%. The Company recorded the fair value of the warrants
of $45,573 as a discount to the carrying value of the note which
was being amortized over the remaining term of 38 months.
There was $35,243 and $10,330 recorded to interest expense in
the fiscal years ended January 31,2008 and 2007,
respectively. These warrants were exercised for preferred stock
through a cashless exercise feature during the fiscal year ended
January 31, 2008, prior to the closing of the
Companys initial public offering.
In September 2005, the Company issued warrants to purchase
11,765 shares of Series D preferred stock in
conjunction with a $1.5 million draw on the Companys
line of credit. The warrants had an exercise price of $2.55 per
share and a 10 year term. The Company calculated the fair
value of each warrant using the Black-Scholes option pricing
model with the following assumptions: volatility of 100%, term
of ten years, risk free interest rate of 4.2% and a dividend
yield of 0%. The Company recorded the fair value of the warrants
of $27,249 as a discount to the carrying value of the note which
was being amortized over the remaining term of 45 months.
There was $17,561 and $7,266 recorded to interest expense in the
fiscal years ended January 31, 2008 and 2007, respectively.
These warrants were exercised for preferred stock through a
cashless exercise feature during the fiscal year ended
January 31, 2008, prior to the closing of the
Companys initial public offering.
In March 2006, the Company issued warrants to purchase
11,765 shares of Series D preferred stock in
conjunction with a $1.5 million draw on the Companys
line of credit. The warrants had an exercise price of $2.55 per
share and a 10 year term. The Company calculated the fair
value of each warrant using the Black-Scholes option pricing
model with the following assumptions: volatility of 100%, term
of ten years, risk free interest rate of 4.7% and a dividend
yield of 0%. The Company recorded the fair value of the warrants
of $27,319 as a discount to the carrying value of the note which
was being amortized over the remaining term of 39 months.
There was $20,314 and $7,005 recorded to interest expense in the
fiscal years ended January 31, 2008 and 2007, respectively.
These warrants were exercised for preferred stock through a
cashless exercise feature during the fiscal year ended
January 31, 2008, prior to the closing of the
Companys initial public offering.
In May 2006, the Company issued warrants to purchase
19,608 shares of Series D preferred stock in
conjunction with a $2.5 million draw on the Companys
line of credit. The warrants had an exercise price of $2.55 per
share and a 10 year term. The Company calculated the fair
value of each warrant using the Black-Scholes option pricing
model with the following assumptions: volatility of 100%, term
of ten years, risk free interest rate of 4.9% and a dividend
yield of 0%. The Company recorded the fair value of the warrants
of $45,573 as a discount to the carrying value of the note which
was being amortized over the remaining term of 38 months.
There was $35,243 and $10,330 recorded to interest expense in
the fiscal years ended January 31,2008 and 2007,
respectively. These warrants were exercised for preferred stock
through a cashless exercise feature during the fiscal year ended
January 31, 2008, prior to the closing of the
Companys initial public offering.
In June 2006, the Company issued warrants to purchase
7,842 shares of Series D preferred stock in
conjunction with a $1 million draw on the Companys
line of credit. The warrants had an exercise price of $2.55 per
share and a
64
NETEZZA
CORPORATION
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
10 year term. The Company calculated the fair value of each
warrant using the Black-Scholes option pricing model with the
following assumptions: volatility of 100%, term of ten years,
risk free interest rate of 5.1% and a dividend yield of 0%. The
Company recorded the fair value of the warrants of $18,244 as a
discount to the carrying value of the note which was being
amortized over the remaining term of 36 months. There was
$14,615 and $3,629 recorded to interest expense in the fiscal
years ended January 31,2008 and 2007, respectively. These
warrants were exercised for preferred stock through a cashless
exercise feature during the year ended January 31, 2008,
prior to the closing of the Companys initial public
offering.
As discussed in Note 4, during the fiscal year ended
January 31, 2006 the Company reclassified all of its
freestanding preferred stock warrants as a liability and began
adjusting the warrants to their respective fair values at each
reporting period. Effective as of the closing of the
Companys initial public offering, the liability related to
the convertible redeemable preferred stock warrants was
transferred to additional
paid-in-capital
and is no longer required to be adjusted at each reporting
period.
As of January 31, 2008, the Company had authorized
500,000,000 shares of common stock with a $0.001 par
value per share. Each share of common stock entitles the holder
to one vote on all matters submitted to a vote of the
Companys stockholders. Common stockholders are entitled to
receive dividends, if any, as may be declared by the Board of
Directors.
As of January 31, 2008, the Companys common stock
reserved for future issuances included the following:
|
|
|
|
|
Warrants to purchase common stock
|
|
|
34,893
|
|
Options to purchase common stock
|
|
|
9,379,774
|
|
Options reserved for future issuance
|
|
|
1,394,500
|
|
|
|
|
|
|
|
|
|
10,809,167
|
|
|
|
|
|
|
During February 2005, certain key investors in the Company
purchased 500,000 shares of common stock from a former
executive of the Company for $2.3 million. The terms of the
purchase agreement included provisions for adjustment of the
purchase price within two years based on certain events. The
Company determined that the fair value of the arrangement
resulted in $0.8 million of consideration paid to the
former executive in excess of the fair value of the shares sold.
Due to the close relationship between the investors and the
Company, the excess consideration was recorded as compensation
expense for the Company during the fiscal year ended
January 31, 2006.
Restricted
Stock Agreements
The Company has entered into restricted stock agreements with
certain employees. The agreements provide that, in the event
these individuals are no longer employed by the Company, the
Company has the right to repurchase any or all unvested shares
at the original purchase price per share. Shares subject to
restriction typically vest over a four-year period. As of
January 31, 2008 and January 31, 2007, 0 and
38,750 shares, respectively, of common stock were subject
to repurchase by the Company at a price range of $0.20 to $1.00
per share. In accordance with the provisions of SFAS 123(R),
Share-Based Payment, certain unvested
restricted stock grants issued after March 21, 2002 are
recognized as liabilities. These related unvested restricted
shares are only accounted for as outstanding when certain
repurchase restrictions lapse. At January 31, 2008 and
2007, 0 and 38,750 shares are subject to these provisions
and, accordingly, $0 and $23,750 are presented as liabilities at
January 31, 2008 and 2007, respectively.
Options
and Warrants for Common Stock
During the fiscal year ended January 31, 2001, the Company
issued a warrant to purchase 5,893 shares of common stock
to a consultant in consideration for services rendered. The
warrant becomes fully exercisable upon
65
NETEZZA
CORPORATION
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
specified liquidity events and expires ten years from the date
of grant. The original fair value of $585 was charged to general
and administrative expense during the fiscal year ended
January 31, 2001. Changes in the fair value of the unvested
shares are recognized as expense in the period of change. There
was no change in the fair value of the unvested warrants during
the fiscal years ended January 31, 2003 and 2004, and $589,
$413, $8,839, $24,750 and $31,233 was charged to general and
administrative expense during the fiscal years ended
January 31, 2002, 2005, 2006, 2007 and 2008, respectively.
The warrant was granted through the 2000 Stock Incentive Plan
and is fully vested and unexercised at January 31, 2008.
During the fiscal year ended January 31, 2001, the Company
issued warrants to purchase 157,143 shares of common stock
to a consultant in consideration for services. These warrants
vested over three years, and had exercise prices of $0.002 per
share and expire ten years from the date of grant. The fair
value was determined using the Black-Scholes option-pricing
model and was expensed during the fiscal years ended
January 31, 2003 and 2004. The warrant was granted through
the 2000 Stock Incentive Plan and was exercised during the
fiscal year ended January 31, 2008.
During the fiscal year ended January 31, 2002, the Company
issued an option to purchase 5,000 shares of common stock
to a consultant. The option vested on the grant date, has an
exercise price of $0.10 per share and expires ten years from the
date of grant. The fair value was determined using the
Black-Scholes option-pricing model and was expensed during the
fiscal year ended January 31, 2002. The option was granted
through the 2000 Stock Incentive Plan and the option is fully
vested and unexercised at January 31, 2008.
During the fiscal year ended January 31, 2002, the Company
issued an option to purchase 12,000 shares of common stock
to a consultant. The option vested on the grant date, has an
exercise price of $0.20 per share and expires ten years from the
date of grant. The fair value was determined using the
Black-Scholes option-pricing model and was expensed during the
fiscal year ended January 31, 2002. The option was granted
through the 2000 Stock Incentive Plan and the option is fully
vested and unexercised at January 31, 2008.
During the fiscal year ended January 31, 2002, the Company
issued an option to purchase 5,000 shares of common stock
to a consultant. The option vested over two years, had an
exercise price of $0.20 per share and expired ten years from the
date of grant. The fair value was determined using the
Black-Scholes option-pricing model and was expensed during the
fiscal years ended January 31, 2003 and 2004. The option
was granted through the 2000 Stock Incentive Plan and was
exercised during the fiscal year ended January 31, 2008.
During the fiscal year ended January 31, 2003, the Company
issued an option to purchase 5,000 shares of common stock
to a consultant. The option vested over two years, has an
exercise price of $0.20 per share and expires ten years from the
date of grant. The fair value was determined using the
Black-Scholes option-pricing model and was expensed during the
fiscal years ended January 31, 2003 and 2004. The option
was granted through the 2000 Stock Incentive Plan and the option
is fully vested and unexercised at January 31, 2008.
During the fiscal year ended January 31, 2003, the Company
issued an option to purchase 12,000 shares of common stock
to a consultant. The option vested on the grant date, has an
exercise price of $0.20 per share and expires ten years from the
date of grant. The fair value was determined using the
Black-Scholes option-pricing model and was expensed during the
fiscal year ended January 31, 2003. The option was granted
through the 2000 Stock Incentive Plan and the option is fully
vested and unexercised at January 31, 2008.
During the fiscal year ended January 31, 2004, the Company
issued an option to purchase 5,000 shares of common stock
to a consultant. The option vested over two years, has an
exercise price of $0.20 per share and expires ten years from the
date of grant. The fair value was determined using the
Black-Scholes option-pricing model and was expensed during the
fiscal years ended January 31, 2004 and 2005, respectively.
The option was granted through the 2000 Stock Incentive Plan and
the option is fully vested and unexercised at January 31,
2008.
During the fiscal year ended January 31, 2005, the Company
issued an option to purchase 5,000 shares of common stock
to a consultant. The option vested over two years, had an
exercise price of $1.00 per share and
66
NETEZZA
CORPORATION
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
expired ten years from the date of grant. The fair value was
determined using the Black-Scholes option-pricing model with the
following assumptions: no dividend yield; risk-free rate of
4.5%; volatility of 100% and an expected life of ten years. The
original fair value of $4,546 was charged to general and
administrative expense over the vesting period. Changes in the
fair value of the unvested shares were recognized as expense
over the remaining vesting period. During the fiscal years ended
January 31, 2006 and 2007, $9,963 and $3,025, respectively,
was charged to general and administrative expense. The option
was granted through the 2000 Stock Incentive Plan and was
exercised during the fiscal year ended January 31, 2008.
During the fiscal year ended January 31, 2006, the Company
issued an option to purchase 5,000 shares of common stock
to a consultant. The option vested over two years, has an
exercise price of $1.00 per share and expires ten years from the
date of grant. The fair value was determined using the
Black-Scholes option-pricing model with the following
assumptions: no dividend yield; risk-free rate of 4.5%;
volatility of 100% and an expected life of ten years. The
original fair value of $11,820 is being charged to general and
administrative expense over the vesting period. Changes in the
fair value of the unvested shares were recognized as expense
over the remaining vesting period. During the fiscal years ended
January 31, 2008, 2007 and 2006, $6,196, $9,210 and $5,635,
respectively, was charged to general and administrative expense.
The option was granted through the 2000 Stock Incentive Plan.
During the fiscal year ended January 31, 2008,
2,500 shares were exercised. The remaining
2,500 shares are vested and unexercised at January 31,
2008.
During the fiscal year ended January 31, 2008, the Company
issued an option to purchase 5,000 shares of common stock
to a consultant. The option vests over two years, has an
exercise price of $12.92 per share and expires seven years from
the date of grant. The fair value was determined using the
Black-Scholes option-pricing model with the following
assumptions: no dividend yield; risk-free rate of 3.5%;
volatility of 67% and an expected life of seven years. The
original fair value of $43,274 is being charged to research and
development expense over the vesting period. Changes in the fair
value of the unvested shares will be recognized as expense over
the remaining vesting period. During the fiscal years ended
January 31, 2008, $8,876 was charged to research and
development. The option was granted through the 2007 Stock
Incentive Plan and all 5,000 shares are unvested at
January 31, 2008.
Upon the closing of the Companys IPO, warrants for
58,000 shares of Series A and Series B preferred
stock were converted into warrants for common stock. During the
fiscal year ended January 31, 2008, these common stock
warrants were exercised for 51,905 shares of common stock
through a cashless exercise feature.
Since inception, the Company has issued nonstatutory options and
warrants to purchase 272,036 shares of common stock. At
January 31, 2008, nonstatutory options and warrants to
purchase 52,393 shares of common stock remain outstanding
of which 47,393 are fully vested and exercisable.
The Company has stock-based compensation plans, which are
described below. Effective February 1, 2006, the Company
began recording the issuance of stock options using
SFAS 123(R). Prior to February 1, 2006, the Company
accounted for share-based compensation to employees in
accordance with APB 25 and related interpretations and followed
the disclosure requirements of SFAS 123.
The 2007 Stock Incentive Plan (2007 Plan), was
adopted by the Companys board of directors (the
Board of Directors), on March 21, 2007 and
approved by its stockholders on April 27, 2007. The 2007
Plan permits the Company to make grants of incentive stock
options, stock appreciation rights, restricted stock, restricted
stock units and other stock-based awards. These awards may be
granted to the Companys employees, officers, directors,
consultants, and advisors. The Company reserved
2,000,000 shares of its common stock for the issuance under
the 2007 Plan. As of January 31, 2008, there were
1,394,500 shares of common stock available for grant under
the 2007 Plan.
In 2000, the Company adopted the 2000 Stock Incentive Plan (the
2000 Plan). The 2000 Plan provides for the grant of
incentive stock options and nonqualified stock options,
restricted stock, warrants and stock grants for
67
NETEZZA
CORPORATION
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
the purchase of up to 15,721,458 shares, as amended, of the
Companys common stock by employees, officers, directors
and consultants of the Company. The 2000 Plan is administered by
the Board of Directors. Options may be designated and granted as
either incentive stock options or
nonstatutory stock options. The Board of Directors
determines the term of each option, the option exercise price,
the number of shares for which each option is granted and the
rate at which each option is exercisable. Incentive stock
options may be granted to any officer or employee at an exercise
price per share of not less than the fair value per common share
on the date of the grant (not less than 110% of fair value in
the case of holders of more than 10% of the Companys
voting stock) and with a term not to exceed ten years from the
date of grant (five years for incentive stock options granted to
holders of more than 10% of the Companys voting stock). In
connection with the adoption of the 2007 Plan, the Board of
Directors determined not to grant any further awards under the
2000 Plan subsequent to the closing of the Companys
initial public offering.
In accordance with the prospective transition method, the
Companys financial statements for prior periods have not
been restated to reflect, and do not include, the impact of
SFAS No. 123(R). The amounts included in the
consolidated statements of operations for the fiscal years ended
January 31, 2008 and 2007 relating to share-based payments
are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
Fiscal Year Ended
|
|
|
|
January 31, 2008
|
|
|
January 31, 2007
|
|
|
Cost of product
|
|
$
|
94
|
|
|
$
|
12
|
|
Cost of services
|
|
|
116
|
|
|
|
19
|
|
Sales and marketing
|
|
|
1,222
|
|
|
|
207
|
|
Research and development
|
|
|
1,007
|
|
|
|
160
|
|
General and administrative
|
|
|
1,832
|
|
|
|
479
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
4,271
|
|
|
$
|
877
|
|
|
|
|
|
|
|
|
|
|
The fair value of each option granted during the fiscal years
ended January 31, 2008 and 2007 was estimated on the date of
grant using the Black-Scholes option-pricing model with the
following weighted average assumptions:
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended
|
|
Fiscal Year Ended
|
|
|
January 31, 2008
|
|
January 31, 2007
|
|
Dividend yield
|
|
|
None
|
|
|
|
None
|
|
Expected volatility
|
|
|
68.3
|
%
|
|
|
79.4
|
%
|
Risk-free interest rate
|
|
|
4.4
|
%
|
|
|
4.8
|
%
|
Expected life (in years)
|
|
|
6.2
|
|
|
|
6.5
|
|
Weighted-average fair value at grant date
|
|
$
|
4.25
|
|
|
$
|
2.00
|
|
Under SFAS 123R, compensation costs for options awarded to
employees and directors would have been determined using the
fair value amortized to expense over the vesting period of the
awards and the recorded net income would have been as follows
(in thousands):
|
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
|
January 31,
|
|
|
|
2006
|
|
|
Reported net loss
|
|
$
|
(14,025
|
)
|
Add stock-based employee compensation expense included in net
loss
|
|
|
|
|
Deduct stock-based employee compensation expense determined
using the fair value of all awards
|
|
|
(99
|
)
|
|
|
|
|
|
Pro forma net loss
|
|
$
|
(14,124
|
)
|
|
|
|
|
|
68
NETEZZA
CORPORATION
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The Companys pro forma calculations for the fiscal year
ended January 31,2006 were made using the minimum value
method with the following weighted-average assumptions: expected
life of five years; stock volatility of 0%; risk-free interest
rate of 4.0%; and no dividend payments during the expected term.
Forfeitures are recognized as they occur.
Stock based compensation expense for non-employees for the
fiscal years ended January 31, 2008, 2007 and 2006 was
$46,000, $37,000 and $839,000, respectively.
Activity under the Plan for the fiscal years ended
January 31, 2006, 2007 and 2008 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Weighted
|
|
Average
|
|
Aggregate
|
|
|
Number of
|
|
Average
|
|
Remaining
|
|
Intrinsic
|
|
|
Shares
|
|
Exercise Price
|
|
Life in Years
|
|
Value(1)
|
|
Outstanding at January 31, 2005
|
|
|
4,663,630
|
|
|
$
|
0.43
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
720,750
|
|
|
$
|
1.03
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(662,436
|
)
|
|
$
|
0.23
|
|
|
|
|
|
|
|
|
|
Canceled
|
|
|
(177,250
|
)
|
|
$
|
0.44
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at January 31, 2006
|
|
|
4,544,694
|
|
|
$
|
0.55
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
3,748,000
|
|
|
$
|
2.73
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(426,913
|
)
|
|
$
|
0.35
|
|
|
|
|
|
|
|
|
|
Canceled
|
|
|
(193,298
|
)
|
|
$
|
1.35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at January 31, 2007
|
|
|
7,672,483
|
|
|
$
|
1.61
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
3,124,248
|
|
|
$
|
9.00
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(983,595
|
)
|
|
$
|
0.61
|
|
|
|
|
|
|
|
|
|
Canceled
|
|
|
(398,469
|
)
|
|
$
|
2.81
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at January 31, 2008
|
|
|
9,414,667
|
|
|
$
|
4.12
|
|
|
|
7.78 years
|
|
|
$
|
57.3 million
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at January 31, 2008
|
|
|
3,622,989
|
|
|
$
|
1.22
|
|
|
|
6.88 years
|
|
|
$
|
31.3 million
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The aggregate intrinsic value on this table was calculated based
on the positive difference between the calculated fair value
(1) of the Companys common stock on January 31,
2008 ($9.86) and the exercise price of the underlying options. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
|
|
|
|
Weighted Average
|
|
Weighted Average
|
|
|
|
|
|
|
Number of
|
|
Remaining
|
|
Exercise
|
|
Number of
|
|
Weighted Average
|
Exercise Price Range
|
|
Shares
|
|
Life in Years
|
|
Price
|
|
Shares
|
|
Exercise Price
|
|
$ 0.002 - 0.200
|
|
|
1,192,085
|
|
|
|
5.51
|
|
|
$
|
0.20
|
|
|
|
1,192,085
|
|
|
$
|
0.20
|
|
0.340 - 0.780
|
|
|
562,916
|
|
|
|
6.49
|
|
|
|
0.611
|
|
|
|
502,374
|
|
|
|
0.6
|
|
1.000 - 1.200
|
|
|
1,146,531
|
|
|
|
7.05
|
|
|
|
1.001
|
|
|
|
788,916
|
|
|
|
1.001
|
|
2.500 - 4.500
|
|
|
3,471,387
|
|
|
|
8.38
|
|
|
|
2.732
|
|
|
|
1,137,364
|
|
|
|
2.682
|
|
6.700 - 9.860
|
|
|
1,858,248
|
|
|
|
8.65
|
|
|
|
6.806
|
|
|
|
|
|
|
|
|
|
12.000 - 12.950
|
|
|
826,000
|
|
|
|
8.83
|
|
|
|
12.117
|
|
|
|
2,250
|
|
|
|
12
|
|
13.220 - 14.000
|
|
|
357,500
|
|
|
|
6.88
|
|
|
|
13.71
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,414,667
|
|
|
|
7.78
|
|
|
$
|
4.12
|
|
|
|
3,622,989
|
|
|
$
|
1.22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options and warrants to purchase 3,622,989 and
2,576,685 shares of common stock were exercisable as of
January 31, 2008 and 2007, respectively. At
January 31, 2008, unrecognized share based compensation
expense
69
NETEZZA
CORPORATION
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
was $20.7 million, which is expected to be recognized using
the straight-line method over a weighted-average period of
3.9 years.
The Company recorded income tax expense for the fiscal years
ended January 31, 2008, 2007 and 2006 of $1.0 million,
$0 and $0, respectively.
The components of income taxes consist of the following (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of January 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
Federal
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
$
|
16
|
|
|
$
|
|
|
|
$
|
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
|
|
|
State
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
39
|
|
|
|
|
|
|
|
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
906
|
|
|
|
|
|
|
|
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total provision for income tax
|
|
$
|
961
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The provision for income taxes for the year ended
January 31, 2008 of $1.0 million related primarily to
the federal alternative minimum tax, state income taxes and tax
on the earnings of certain foreign subsidiaries.
The components of net deferred tax assets were as follows at
January 31, 2008 and 2007 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
As of January 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
Net operating loss carryforwards
|
|
$
|
10,410
|
|
|
$
|
13,954
|
|
Research and development credit carryforwards
|
|
|
4,394
|
|
|
|
4,503
|
|
Capitalized research and development expenses
|
|
|
2,867
|
|
|
|
3,581
|
|
Depreciation
|
|
|
554
|
|
|
|
427
|
|
Stock-based compensation
|
|
|
18
|
|
|
|
19
|
|
Accrued expenses and other
|
|
|
5,440
|
|
|
|
3,306
|
|
|
|
|
|
|
|
|
|
|
Net deferred tax assets
|
|
|
23,683
|
|
|
|
25,790
|
|
Deferred tax valuation allowance
|
|
|
(23,683
|
)
|
|
|
(25,790
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
At January 31, 2008, the Company had available net
operating loss carryforwards for federal and state tax purposes
of approximately $28.3 million and $19.8 million,
respectively. These net operating loss carryforwards may be
utilized to offset future taxable income and expire at various
dates through fiscal year 2028 and 2013 for federal and state
purposes, respectively. The Company also had available research
and development credit carryforwards to offset future federal
and state taxes of approximately $3.1 million and
$1.3 million, respectively, which may be used to offset
future taxable income and expire at various dates through fiscal
year 2028 and 2023 for federal and state purposes, respectively.
70
NETEZZA
CORPORATION
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
As required by SFAS No. 109, Accounting for
Income Taxes, management has evaluated the positive
and negative evidence bearing upon the realizability of the
Companys deferred tax assets. Management has determined
that it is more likely than not that the Company will not
recognize the benefits of its federal deferred tax assets, and
as a result, a full valuation allowance has been established.
Under the Internal Revenue Code of 1986, as amended, certain
substantial changes in the Companys ownership may result
in an annual limitation on the amount of net operating loss and
tax credit carryforwards that may be utilized in future years.
A reconciliation of the Companys effective tax rate to the
statutory federal rate is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
2007
|
|
2006
|
|
U.S. Federal income tax statutory rate
|
|
|
35.0
|
%
|
|
|
(35.0
|
)%
|
|
|
(34.0
|
)%
|
State taxes, net of federal taxes
|
|
|
(5.0
|
)
|
|
|
(2.4
|
)
|
|
|
(3.1
|
)
|
Tax rate differential for international jurisdictions
|
|
|
.2
|
|
|
|
(0.1
|
)
|
|
|
0.6
|
|
Federal and State tax credits
|
|
|
(10.7
|
)
|
|
|
(14.0
|
)
|
|
|
(19.0
|
)
|
Permanent Items
|
|
|
3.6
|
|
|
|
1.8
|
|
|
|
.9
|
|
Stock-based Compensation
|
|
|
50.6
|
|
|
|
3.7
|
|
|
|
2.4
|
|
Change in valuation allowances
|
|
|
(41.2
|
)
|
|
|
46.0
|
|
|
|
52.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax assets and liabilities are recognized based on the
expected future tax consequences, using current tax rates, of
temporary differences between the financial statement carrying
amounts and the income tax basis of assets and liabilities. A
valuation allowance is applied against any net deferred tax
asset if, based on the weighted available evidence, it is more
likely than not that some or all of the deferred tax assets will
not be realized.
In June 2006, the FASB published FASB Interpretation
(FIN) No. 48, Accounting for Uncertain
Tax Positions, or FIN No. 48. This
interpretation seeks to reduce the significant diversity in
practice associated with recognition and measurement in the
accounting for income taxes. It would apply to all tax positions
accounted for in accordance with SFAS No. 109,
Accounting for Income Taxes.
FIN No. 48 requires that a tax position meet
a more likely than not threshold for the benefit of
the uncertain tax position to be recognized in the financial
statements. This threshold is to be met assuming that the tax
authorities will examine the uncertain tax position.
FIN No. 48 contains guidance with respect to the
measurement of the benefit that is recognized for an uncertain
tax position, when that benefit should be derecognized, and
other matters. The Company adopted the provisions of
FIN No. 48 effective February 1, 2007.
The following is a rollforward of our gross consolidated
liability for unrecognized income tax benefits for the year
ended January 31, 2008 (in thousands):
|
|
|
|
|
Balance as of February 1, 2007
|
|
$
|
250
|
|
Increases related to prior year tax positions
|
|
|
|
|
Decreases related to prior year tax positions
|
|
|
|
|
Increases related to current year tax positions
|
|
|
74
|
|
Decreases related to settlements with taxing authorities
|
|
|
|
|
Decreases related to lapsing of statute of limitations
|
|
|
|
|
|
|
|
|
|
Balance as of January 31, 2008
|
|
$
|
324
|
|
|
|
|
|
|
The Company has an unrecognized tax benefit of approximately
$324,000 which increased by $74,000 during the year ended
January 31, 2008. The adoption of FIN No. 48
would have resulted in a decrease in retained earnings of
$250,000, except that the decrease was fully offset by the
reduction of a valuation allowance. In addition, future
71
NETEZZA
CORPORATION
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
changes in the unrecognized tax benefit of $324,000 will have no
impact on the effective tax rate due to the existence of the
valuation allowance. The Company estimates that the unrecognized
tax benefit will not change significantly within the next twelve
months.
The future utilization of the Companys net operating loss
carryforwards to offset future taxable income may be subject to
an annual limitation as a result of ownership changes that may
have occurred previously or that could occur in the future. The
Company is in the process of conducting a Section 382 study
to determine whether such an ownership change has occurred and
it is reasonably possible that our gross unrecognized tax
benefits may change within the next twelve months.
The Companys accounting policy is to recognize interest
and/or
penalties related to income tax matters in income tax expense.
The Company had no accrual for interest or penalties on the
Companys balance sheet at January 31, 2008, and has
not recognized interest or penalties in the statement of
operations for the fiscal year ended January 31, 2008. The
Company is not currently under federal, state or foreign income
tax examination.
The major domestic tax jurisdictions that remain subject to
examination are: U.S. Federal fiscal years
2004-2007
and U.S. states fiscal years
2004-2007.
We are no longer subject to IRS examination for years prior to
2004, although carryforward attributes that were generated prior
to 2004 may still be adjusted upon examination by the IRS
if they either have been or will be used in a future period.
Within limited exceptions, we are no longer subject to state or
local examinations for years prior to 2004, however,
carryforward attributes that were generated prior to
2004 may still be adjusted upon examination by state or
local tax authorities if they either have been or will be used
in a future period. The major international tax jurisdictions
that remain subject to examination are: UK fiscal
years
2004-2007,
Japan fiscal years
2006-2007
and Australia fiscal years
2005-2007.
Thorough January 31, 2008, the Company has not provided
deferred income taxes on the distributed earnings of its foreign
subsidiaries because such earnings were intended to be
permanently reinvested outside of the United States.
Determination of the potential deferred income tax liability on
these undistributed earnings is not practicable because such
liability, if any, is dependent on circumstances existing if and
when remittance occurs. At January 31, 2008, the Company
had $2.8 million of undistributed earnings in its foreign
subsidiaries.
|
|
15.
|
Commitments
and Contingencies
|
Lease
Obligations
The Company leases its office space and certain equipment under
noncancelable operating lease agreements. In March 2008, the
Company renegotiated the terms of its lease of its corporate
headquarters in Framingham, Massachusetts, to extend the term of
the lease to May 31, 2008. The future minimum lease
payments under this noncancelable operating lease are
$0.4 million for the fiscal year ending January 31,
2009. As part of the noncancelable operating lease, the Company
was required to obtain a letter of credit of $0.4 million.
Total lease commitments for office space and equipment under
noncancelable operating leases are as follows (in thousands):
|
|
|
|
|
|
|
Operating
|
|
Fiscal Year Ended January 31,
|
|
Leases
|
|
|
2009
|
|
$
|
1,513
|
|
2010
|
|
|
1,333
|
|
2011
|
|
|
1,310
|
|
2012
|
|
|
1,334
|
|
2013
|
|
|
1,393
|
|
Thereafter
|
|
|
3,688
|
|
|
|
|
|
|
Total minimum lease payments
|
|
$
|
10,571
|
|
|
|
|
|
|
72
NETEZZA
CORPORATION
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Total rent expense under the operating leases for the fiscal
years ended January 31, 2008, 2007 and 2006 was
$2.5 million, $2.1 million and $1.6 million,
respectively.
On January 2, 2008, the Company entered into a lease to
rent approximately 59,000 square feet of office space in
Marlborough Massachusetts to be used as the Companys
primary business location. The lease term commences 10 days
after substantial completion of the tenant improvement
construction which is currently expected to occur in April 2008,
and expires 7 years and 3 months thereafter.
Guarantees
and Indemnification Obligations
The Company enters into standard indemnification agreements in
the ordinary course of business. Pursuant to these agreements,
the Company indemnifies and agrees to reimburse the indemnified
party for losses incurred by the indemnified party, generally
the Companys customers, in connection with any patent,
copyright, trade secret or other proprietary right infringement
claim by any third party with respect to the Companys
products. The term of these indemnification agreements is
generally perpetual any time after execution of the agreement.
Based on historical information and information known as of
January 31, 2008, the Company does not expect it will incur
any significant liabilities under these indemnification
agreements.
Warranty
The Company provides warranties on most products and has
established a reserve for warranty based on identified warranty
costs. The reserve is included as part of accrued expenses
(Note 9) in the accompanying balance sheets.
Activity related to the warranty accrual was as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended January 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
Balance at beginning of period
|
|
$
|
1,093
|
|
|
$
|
690
|
|
|
$
|
235
|
|
Provision
|
|
|
2,071
|
|
|
|
1,737
|
|
|
|
565
|
|
Warranty usage
|
|
|
(2,023
|
)
|
|
|
(1,334
|
)
|
|
|
(110
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of period
|
|
$
|
1,141
|
|
|
$
|
1,093
|
|
|
$
|
690
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16.
|
Industry
Segment, Geographic Information and Significant
Customers
|
SFAS No. 131, Disclosures About Segments of
an Enterprise and Related Information, establishes
standards for reporting information about operating segments.
Operating segments are defined as components of an enterprise
for which separate financial information is available and
evaluated regularly by the chief operating decision-maker, or
decision-making group, in deciding how to allocate resources and
in assessing performance. The Company is organized as, and
operates in, one reportable segment: the development and sale of
data warehouse appliances. Our chief operating decision-maker is
our Chief Executive Officer. Our Chief Executive Officer reviews
financial information presented on a consolidated basis,
accompanied by information about revenue by geographic region,
for purposes of evaluating financial performance and allocating
resources. The Company and its Chief Executive Officer evaluate
performance based primarily on revenue in the geographic
locations in which the Company operates. Revenue is attributed
by geographic location based on the location of the end customer.
73
NETEZZA
CORPORATION
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Revenue, classified by the major geographic areas in which the
Companys customers are located, was as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended January 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
North America
|
|
$
|
104,087
|
|
|
$
|
62,282
|
|
|
$
|
49,857
|
|
International
|
|
|
22,599
|
|
|
|
17,339
|
|
|
|
3,994
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
126,686
|
|
|
$
|
79,621
|
|
|
$
|
53,851
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes the Companys total assets,
by geographic location (in thousands):
|
|
|
|
|
|
|
|
|
|
|
As of January 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
North America
|
|
$
|
189,403
|
|
|
$
|
56,179
|
|
International
|
|
|
9,349
|
|
|
|
13,020
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
198,752
|
|
|
$
|
69,199
|
|
|
|
|
|
|
|
|
|
|
|
|
17.
|
Quarterly
Information (unaudited and in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Quarter Ended
|
|
|
April 30,
|
|
July 31,
|
|
October 31,
|
|
January 31,
|
|
|
2006
|
|
2006
|
|
2006
|
|
2007
|
|
Revenue
|
|
$
|
11,998
|
|
|
$
|
17,784
|
|
|
$
|
23,171
|
|
|
$
|
26,668
|
|
Gross margin
|
|
|
7,108
|
|
|
|
10,629
|
|
|
|
13,596
|
|
|
|
16,188
|
|
Net loss attributable to Common Stockholders
|
|
|
(4,130
|
)
|
|
|
(1,893
|
)
|
|
|
(1,494
|
)
|
|
|
(457
|
)
|
Net loss per share attributable to common stockholders-basic and
diluted
|
|
$
|
(0.78
|
)
|
|
$
|
(0.46
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
(0.26
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Quarter Ended
|
|
|
April 30,
|
|
July 31,
|
|
October 31,
|
|
January 31,
|
|
|
2007
|
|
2007
|
|
2007
|
|
2008
|
|
Revenue
|
|
$
|
25,342
|
|
|
$
|
28,400
|
|
|
$
|
33,418
|
|
|
$
|
39,526
|
|
Gross margin
|
|
|
15,299
|
|
|
|
16,963
|
|
|
|
20,094
|
|
|
|
24,087
|
|
Net income (loss) attributable to Common Stockholders
|
|
|
(1,905
|
)
|
|
|
(1,096
|
)
|
|
|
1,586
|
|
|
|
3,409
|
|
Net income (loss) per share attributable to common
stockholders-basic
|
|
$
|
(0.44
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
0.03
|
|
|
$
|
0.06
|
|
Net income (loss) per share attributable to common
stockholders-diluted
|
|
$
|
(0.44
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
0.02
|
|
|
$
|
0.05
|
|
In March 2007, the Companys Board of Directors approved a
one-for-two
reverse stock split of the Companys common stock (the
stock split) which became effective upon the filing
of the restated certificate of incorporation on June 25,
2007. All references to shares in the consolidated financial
statements and the accompanying notes, including but not limited
to the number of shares and per share amounts, unless otherwise
noted, have been adjusted to reflect the stock split
retroactively. Previously awarded options and warrants to
purchase shares of the Companys common stock and the
shares of common stock issuable upon the conversion of the
convertible redeemable preferred stock have also been
retroactively adjusted to reflect the stock split.
74
NETEZZA
CORPORATION
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
During February, March and April 2008, due to current market
conditions, the auction process for certain of the
Companys auction rate securities failed, which prevented
the Company from liquidating certain of its holdings of auction
rate securities. At January 31, 2008, approximately
$62.1 million of the Companys marketable securities
were auction rate securities. Of this amount, $8.3 million
were liquidated at par value subsequent to January 31,
2008, and $53.8 million represent auctions which continue
to have failures. In addition, subsequent to January 31,
2008 the Company purchased an additional $3.7 million of
auction rate securities at par, which the Company continues to
hold. As of April 15, 2008, the Company holds
$57.5 million of auction rate securities. These investments
are securities collateralized by student loans with
approximately 95% of such collateral in the aggregate being
guaranteed by the United States government. In the event that
the Company needs to access its investments in these auction
rate securities, the Company will not be able to do so until a
future auction on these investments is successful, the issuer
redeems the outstanding securities, a buyer is found outside the
auction process, the securities mature, or there is a default
requiring immediate payment from the issuer. If the issuers are
unable to successfully close future auctions and their credit
ratings deteriorate, the Company may be required to adjust the
carrying value of these investments through an impairment
charge, which could be material. Due to the Companys
inability to quickly liquidate these investments, it has
reclassified those investments with failed auctions and which
have not been subsequently liquidated subsequent to
January 31, 2008 as long-term assets in its consolidated
balance sheet based on their contractual maturity dates.
On February 11, 2008, the Company entered into a letter of
credit in the amount of $500,000 with a financial institution in
accordance with our lease dated January 2, 2008. This
letter of credit requires us to hold $500,000 in cash at the
financial institution, the use of which is restricted until the
letter of credit expires.
On March 11, 2008, the Company entered into a certificate
of deposit in the amount of approximately $139,000 with a
financial institution, in accordance with a letter of credit
entered into during fiscal year 2008. The use of this
certificate of deposit will be restricted until the letter of
credit expires.
75
|
|
ITEM 9.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
|
None.
|
|
ITEM 9A.
|
CONTROLS
AND PROCEDURES
|
Our management, with the participation of our chief executive
officer and chief financial officer, evaluated the effectiveness
of our disclosure controls and procedures as of January 31,
2008. The term disclosure controls and procedures,
as defined in
Rules 13a-15(e)
and
15d-15(e)
under the Securities Exchange Act of 1934, as amended, means
controls and other procedures of a company that are designed to
ensure that information required to be disclosed by a company in
the reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported, within the time
periods specified in the SECs rules and forms. Disclosure
controls and procedures include, without limitation, controls
and procedures designed to ensure that information required to
be disclosed by a company in the reports that it files or
submits under the Exchange Act is accumulated and communicated
to the companys management, including its principal
executive and principal financial officers, as appropriate to
allow timely decisions regarding required disclosure. Management
recognizes that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of
achieving their objectives and management necessarily applies
its judgment in evaluating the cost-benefit relationship of
possible controls and procedures. Based on the evaluation of our
disclosure controls and procedures as of January 31, 2008,
our chief executive officer and chief financial officer
concluded that, as of such date, our disclosure controls and
procedures were effective at the reasonable assurance level.
No change in our internal control over financial reporting
occurred during the fiscal quarter ended October 31, 2007
that has materially affected, or is reasonably likely to
materially affect, our internal control over financial
reporting. The term internal control over financial
reporting, as defined in
Rules 13a-15(f)
and
15d-15(f)
under the Exchange Act, means a process designed by, or under
the supervision of, a companys principal executive and
principal financial officers, and effected by the companys
board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for
external purposes in accordance with generally accepted
accounting principles.
We are required to comply with the SEC rules relating to the
evaluation by our management, and the audit by our independent
registered public accounting firm, of the effectiveness of our
internal control over financial reporting as of the end of our
fiscal year ending January 31, 2009. The reports of our
management and our independent registered public accounting firm
must be included in our Annual Report on
Form 10-K
for the fiscal year ending January 31, 2009.
|
|
ITEM 9B.
|
OTHER
INFORMATION
|
Not applicable.
PART III
Pursuant to Paragraph G(3) of the General Instructions to
Form 10-K,
information required by Part III (Items 10, 11, 12, 13
and 14) is being incorporated by reference herein from our
proxy statement to be filed with the Securities and Exchange
Commission within 120 days of the end of the fiscal year
ended January 31, 2008 in connection with our 2008 Annual
Meeting of Stockholders (our Proxy Statement).
|
|
ITEM 10.
|
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Information required by this item is contained in the Proxy
Statement in the sections Board of Directors and Corporate
Governance Information under the captions
Members of the Board of Directors,
Executive Officers,
Board Committees and
Code of Business Conduct and Ethics and
in the section Other Matters
Section 16(a) Beneficial Ownership Reporting
Compliance and is incorporated herein by reference.
76
|
|
ITEM 11.
|
EXECUTIVE
COMPENSATION
|
Information required by this item is contained in the Proxy
Statement in the section Executive and Director
Compensation and Related Matters and is incorporated
herein by reference.
|
|
ITEM 12.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
|
Information required by this item is contained in the Proxy
Statement in the sections Proposal 2 Amendment to Our
2007 Stock Incentive Plan Equity Compensation Plan
Information and General Information about the Annual
Meeting Beneficial Ownership of Voting Stock
and is incorporated herein by reference.
|
|
ITEM 13.
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
|
Information required by this item is contained in the Proxy
Statement in the section Board of Directors and Corporate
Governance Information under the captions
Determination of
Independence, Board Committees
and Related Person Transactions and is
incorporated herein by reference.
|
|
ITEM 14.
|
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
|
Information required by this item is contained in the Proxy
Statement in the section Proposal 3 Ratification of
Selection of Independent Registered Public Accounting
Firm Independent Registered Public Accounting
Firms Fees and Other Matters and is incorporated
herein by reference.
77
|
|
ITEM 15.
|
EXHIBITS AND
FINANCIAL STATEMENT SCHEDULES
|
(a) Index
1. Financial Statements: The consolidated financial
statements of the Company and the Report of Independent
Registered Public Accounting Firm are set forth in Part II,
Item 8 of this Annual Report on
Form 10-K.
2. Financial Statement Schedules: Schedules have been
omitted since they are either not required, not applicable, or
the information is otherwise included.
3. Exhibits: See Index to Exhibits below for a listing of
all exhibits to this Annual Report on
Form 10-K.
(b) Exhibits
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Incorporated by Reference to
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Exhibit
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Form and
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SEC
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Exhibit
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Filed with
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No.
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Description
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SEC File No.
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Filing Date
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No.
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this 10-K
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3
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.1
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Second Amended and Restated Certificate of Incorporation
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10-Q (001-33445)
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9-14-2007
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3.1
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3
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.2
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Amended and Restated By-laws of the Registrant
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S-1 (333-141522)
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3-22-2007
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3.3
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4
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.1
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Specimen Stock Certificate Evidencing the Shares of Common Stock
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S-1/A (333-141522)
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6-28-2007
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4.1
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10
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.1#
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2000 Stock Incentive Plan, as amended
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S-1 (333-141522)
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3-22-2007
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10.1
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10
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.2#
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Form of Incentive Stock Option Agreement under 2000 Stock
Incentive Plan
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S-1 (333-141522)
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3-22-2007
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10.2
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10
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.3#
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Form of Nonstatutory Stock Option Agreement under 2000 Stock
Incentive Plan
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S-1 (333-141522)
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3-22-2007
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10.3
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10
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.4#
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Form of Restricted Stock Agreement under 2000 Stock Incentive
Plan
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S-1 (333-141522)
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3-22-2007
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10.4
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10
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.5#
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2007 Stock Incentive Plan
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S-1/A (333-141522)
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5-4-2007
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10.5
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10
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.6#
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Form of Incentive Stock Option Agreement under 2007 Stock
Incentive Plan
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S-1/A (333-141522)
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5-4-2007
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10.6
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10
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.7#
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Form of Nonstatutory Stock Option Agreement under 2007 Stock
Incentive Plan
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S-1/A (333-141522)
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5-4-2007
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10.7
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10
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.8#
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Form of Nonstatutory Stock Option Agreement for Non-Employee
Directors under 2007 Stock Incentive Plan
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S-1/A (333-141522)
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5-4-2007
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10.8
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10
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.9#
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Fiscal 2008 Executive Officer Incentive Bonus Plan
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S-1 (333-141522)
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3-22-2007
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10.9
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10
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.10#
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Fiscal 2009 Executive Officer Incentive Bonus Plan
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8-K (001-33445)
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3-3-2008
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10.1
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10
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.11
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Lease Agreement, dated February 12, 2004, between the
Registrant and NDNE 9/90 200 Crossing Boulevard, L.L.C.
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S-1 (333-141522)
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3-22-2007
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10.10
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10
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.12
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Lease, dated January 2, 2008, by and between the Registrant
and NE Williams II, LLC
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*
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10
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.13
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Third Amended and Restated Investor Rights Agreement among the
Registrant, the Founders and the Purchasers, dated as of
December 22, 2004
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S-1 (333-141522)
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3-22-2007
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10.11
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10
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.14
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Amendment No. 1 to the Third Amended and Restated Investor
Rights Agreement among the Registrant, the Founders and the
Purchasers, dated as of June 14, 2005
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S-1 (333-141522)
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3-22-2007
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10.12
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78
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Incorporated by Reference to
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Exhibit
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Form and
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SEC
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Exhibit
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Filed with
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No.
|
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Description
|
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SEC File No.
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Filing Date
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No.
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this 10-K
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10
|
.15#
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Letter Agreement between the Registrant and James Baum, dated
June 1, 2006
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S-1 (333-141522)
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3-22-2007
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10.13
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10
|
.16#
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Form of Executive Retention Agreement for each of Jitendra S.
Saxena, James Baum, Patrick J. Scannell, Jr., Raymond Tacoma and
Patricia Cotter
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S-1 (333-141522)
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3-22-2007
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10.14
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10
|
.17#
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Form of Indemnification Agreement for each of Jitendra S.
Saxena, James Baum, Patrick J. Scannell, Jr., Raymond Tacoma,
Patricia Cotter, Sunil Dhaliwal, Ted R. Dintersmith, Robert J.
Dunst, Jr., Paul J. Ferri, Peter Gyenes, Charles F. Kane and
Edward J. Zander
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S-1/A (333-141522)
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6-28-2007
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10.15
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10
|
.18
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Loan and Security Agreement between the Registrant and Silicon
Valley Bank, dated January 31, 2007
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S-1 (333-141522)
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3-22-2007
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10.17
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10
|
.19
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Contractor Agreement between Persistent Systems Pct. Ltd and the
Registrant, dated as of February 1, 2001
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S-1/A (333-141522)
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7-3-2007
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10.18
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10
|
.20
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Manufacturing Services Agreement by and between the Registrant
and Sanmina-SCI Corporation, dated as of June 17, 2004, as
amended by Amendment No. 1 to the Manufacturing Services
Agreement, dated as of May 11, 2005
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S-1/A (333-141522)
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5-15-2007
|
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10.19
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21
|
.1
|
|
Subsidiaries of the Registrant
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*
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23
|
.1
|
|
Consent of PricewaterhouseCoopers LLP, Independent Registered
Public Accountants
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*
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|
31
|
.1
|
|
Certification of Principal Executive Officer, Pursuant to
Securities Exchange Act
Rules 13a-14(a)
and 15d-14(a), as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
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*
|
|
31
|
.2
|
|
Certification of Principal Financial Officer, Pursuant to
Securities Exchange Act
Rules 13a-14(a)
and 15d-14(a), as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
|
|
|
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|
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|
|
*
|
|
32
|
.1
|
|
Certification of Principal Executive Officer and Principal
Financial Officer Pursuant to Securities Exchange Act
Rules 13a-14(b)
and 15d-14(b), as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
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*
|
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Confidential treatment requested as to certain portions, which
portions have been separately filed with the Securities and
Exchange Commission. |
|
# |
|
Management contracts or compensatory plans or arrangements
required to be filed as an exhibit hereto pursuant to
Item 15(a) of
Form 10-K. |
79
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized on April 18, 2008.
NETEZZA CORPORATION
|
|
|
|
By:
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/s/ Jitendra
S. Saxena
|
Jitendra S. Saxena, Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed by the following persons on
behalf of the registrant and in the capacities held on the dates
indicated.
|
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|
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|
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Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
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By:
|
|
/s/ Jitendra
S. Saxena
Jitendra
S. Saxena
|
|
Chief Executive Officer and Director (principal executive
officer)
|
|
April 18, 2008
|
|
|
|
|
|
|
|
By:
|
|
/s/ Patrick
J. Scannell, Jr.
Patrick
J. Scannell, Jr.
|
|
Senior Vice President and Chief
Financial Officer (principal financial and accounting officer)
|
|
April 18, 2008
|
|
|
|
|
|
|
|
By:
|
|
/s/ James
Baum
James
Baum
|
|
Director
|
|
April 18, 2008
|
|
|
|
|
|
|
|
By:
|
|
Ted
R. Dintersmith
|
|
Director
|
|
April , 2008
|
|
|
|
|
|
|
|
By:
|
|
/s/ Robert
J. Dunst, Jr.
Robert
J. Dunst, Jr.
|
|
Director
|
|
April 18, 2008
|
|
|
|
|
|
|
|
By:
|
|
/s/ Paul
J. Ferri
Paul
J. Ferri
|
|
Director
|
|
April 18, 2008
|
|
|
|
|
|
|
|
By:
|
|
/s/ Peter
Gyenes
Peter
Gyenes
|
|
Director
|
|
April 18, 2008
|
|
|
|
|
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|
|
By:
|
|
Charles
F. Kane
|
|
Director
|
|
April , 2008
|
|
|
|
|
|
|
|
By:
|
|
Edward
J. Zander
|
|
Director
|
|
April , 2008
|
80